Your Directors' take pleasure in presenting the 40^th (Forty) Annual Report on the business and operations of Vikas Ecotech
Limited ("the Company") along with the Audited Financial Statements for the year ended March 31,2025.

COMPANY OVERVIEW

Vikas Ecotech Limited established in the year 1984, primarily engaged in the business of manufacturing of Specialty
Chemicals focused on Specialty Chemical Additives and Specialty Polymer Compounds. Our Company is also ISO 9001:2015
certified company. Over the years, we have established ourselves as a successful manufacturer of Specialty Chemicals
Additives and Specialty Polymer Compound. Our products cater various industries such as agriculture and infrastructure,
packaging, organic and inorganic chemicals, electrical, FMCG, footwear, pharmaceuticals, automotive, medical devices and
components and other consumer goods.

FINANCIAL PERFORMANCE

The financial performance of the Company for the year 2024-25 and 2023-24 is summarized below:

(Rupees in Lakhs)

During the year under review, the Company, on a standalone basis, achieved a turnover of Rs. 29,087.50 Lakhs as against
Rs. 24,970.49 Lacs for previous year whereas, the profit of the Company for the period under review were Rs. 1,428.14
Lakhs as compared to profit of the company Rs. 661.35 Lakhs in the previous year.

During the year under review, the Company achieved a consolidated turnover of Rs. 38,384.98 Lakhs as against Rs.
26,246.53 Lakhs for previous year whereas, the profit of the Company for the period under review were Rs. 1,698.37 Lakhs
as compared to profit of the company Rs. 684.65 Lakhs in the previous year.

The financial statements for the year ended March 31,2025, have been prepared in accordance with the Indian Accounting
Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

CAPITAL STRUCTURE
Authorized Share Capital

The Authorized Share Capital of the Company as on March 31, 2025 was Rs. 235,00,00,000 divided into 235,00,00,000
Equity Shares of Re.1 each.

Paid-up Share Capital

As on March 31, 2025, the Issued and Paid-up Share Capital of the Company stood at Rs. 176,87,06,024/- divided into
176,87,06,024 fully paid-up equity shares of face value of Re. 1/- per share.

a) Preferential Issue

The Board of Directors of the Company in their meeting held on March 11,2024 considered and approved issuance
of Equity Shares of the Company to non-promoters on preferential issue basis (Share Swap) in lieu of acquisition
of 100% stake in Shamli Steels Private Limited, in accordance with the provisions of Chapter V of SEBI (Issue of
Capital and Disclosure Requirements) Regulations, 2018 and other applicable rules, regulations and guidelines of
SEBI and applicable provisions of Companies Act, 2013.

Further, the Company through Postal Ballot held on April 17, 2024 and In-principle approval(s) received from both
the Stock Exchanges, namely BSE Limited and National Stock Exchange of India Limited dated May 3, 2024. The
Board through its meeting held on May 18, 2024 approved the allotment of 38,03,50,000 Equity shares of face value
of Re. 1/- each at an issue price of Rs. 4.20/- (Rupees Four and Twenty Paisa Only) per equity shares (including
a premium of Rs. 3.20/-) per share, to the persons belonging to "Non-Promoters, Public Category" who are the
shareholders of M/s. Shamli Steels Private Limited, on preferential basis, on share swap basis in the ratio of 20:1 i.e.
every 20 (Twenty) Equity Share of Vikas Ecotech Limited is being exchanged for one (1) Equity Share of the Shamli
Steels Private Limited, towards the acquisition of 100% stake in M/s Shamli Steels Private Limited on certain terms
and conditions. By virtue of this allotment, M/s Shamli Steels Private Limited become wholly owned subsidiary of
the Company.

However, during the handover of SSPL, the management of the Company also undertook diligence of SSPL, where
the management of the Company gained cognizance about certain financial irregularities, unreported tax demands
and misdeeds of the promoters and SSPL Shareholders. In view of which the Company forthwith requested the
promoters of SSPL and SSPL Shareholders to rectify such anomalies. However, since the same was not cured
even after repeated reminders and discussions, the Company was constrained to initiate legal actions against the
promoters of SSPL and SSPL Shareholders in order to save the Company and its members from the adverse effects
of such findings.

The Company filed a petition against the promoters of SSPL and SSPL Shareholders under Section 9 of the
Arbitration and Conciliation Act, 1996 before the Hon'ble High Court of Delhi. During the course of the hearing, the
Hon'ble High Court of Delhi while issuing notice to the SSPL Shareholders and SSPL granted an interim order in
favour of the Company vide its Order dated December 19, 2024. Thereafter, post negotiation, all the parties decided
to reverse the transaction.

Further, on the recommendation of the Audit Committee and to give effect to the Termination-cum-Settlement
Agreement dated January 29, 2025, entered into for reversal of the Share Swap Transaction between the Company
and the Shareholders of Shamli Steels Private Limited. The Order dated January 31, 2025, passed by Hon'ble High
Court of Delhi records the settlement as encapsulated under the Settlement Agreement. The Board considered
and approved the draft scheme of capital reduction, leading to the cancellation/extinguishment of 38,03,50,000
equity shares of Re.1/- each, previously issued and allotted to SSPL Shareholders pursuant to the Share Purchase
Agreement dated January 22, 2024, subject to the approval of shareholders, the Hon'ble National Company Law
Tribunal, Delhi Bench, and other regulatory authorities, as may be applicable, in accordance with Section 66 read
with Section 52 and other relevant provisions of the Companies Act, 2013, rules made thereunder, and the NCLT
(Procedure for Reduction of Share Capital of Company) Rules, 2016.

Consequent to this Scheme, the Issued, Subscribed, and Paid-up Capital of the Company shall be reduced from
Rs. 176,87,06,024/- divided into 176,87,06,024 equity shares of Re.1/- each to Rs. 138,83,56,024/- divided into
138,83,56,024 equity shares of Re.1/- each, and the Securities Premium Account of the Company (part of Reserves
& Surplus) shall stand canceled to the extent of Rs. 121,71,20,000, which was created due to the issuance and
allotment of shares to the SSPL Shareholders at a premium of Rs. 3.20/- per Equity Share.

Further, since the Company's investment in the entire paid-up share capital of Shamli Steels Private Limited stands
nullified, Shamli Steels Private Limited cease to be wholly owned subsidiary of the Company, the financials of
Shamli Steels Private Limited will no longer be consolidated with those of Vikas Ecotech Limited.

The necessary documents for obtaining approval under Regulation 37 of the Listing Regulations submitted to the
Stock Exchange and approval of the same is awaiting.

b) Issue of equity shares with differential rights

The Company has not issued any equity shares with differential rights so no disclosure is required as per Rule (4)
of the Companies (Share Capital and Debentures) Rules 2014.

c) Issue of sweat equity shares

The Company has not issued sweat equity shares, so no disclosure is required as per Rule 8(13) of the Companies
(Share Capital and Debentures) Rules 2014.

d) Issue of employee stock options

The Company has not issued employee stock options, so no disclosure is required as per Rule12 (9) of the
Companies (Share Capital and Debentures) Rules 2014.

e) Provision of money by company for purchase of its own share by employees or by trustee for the benefit of
employees

The Company has not made any provision for purchase of its own share of employees or by the trustee for the benefit of
employees so no disclosure is required as per Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014.
RECLASSIFICATION FROM "PROMOTER/PROMOTER GROUP" CATEGORY TO "PUBLIC" CATEGORY"

The Company had received approvals request letter dated March 16, 2024 from Mr. Ishwar Gupta, Mrs. Asha Garg, Mr.
Jai Kumar Garg, Mr. Vaibhav Garg and Jai Kumar Garg HUF for reclassifying them from 'Promoters/Promoter Group' to
'Public' under regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing
Regulations'). In line with Regulation 31A(8)(c) read with Regulation 31A (10) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company submitted an application to Stock Exchanges on June 5, 2024, for the said
reclassification.

Company has intimated to Stock Exchanges on September 3, 2024, regarding withdrawal application from reclassification
from promoter to public category from Mr. Vaibhav Garg.

The Company received from both the Stock Exchanges, namely BSE Limited and National Stock Exchange of India Limited
dated December 20, 2024 towards the reclassification of following "Promoter Group" Category to "Public" Category
Shareholders of the Company in terms of Regulation 31A of SEBI Listing Regulations.

CHANGE IN NAME OF THE COMPANY

During the period under review, there was no change in the name of the Company.
LISTING OF SECURITIES

The Equity Shares of your Company are listed and traded at:

FIXED DEPOSITS

We have not accepted any fixed deposits, including from the public, and as such no amount of principal or interest was
outstanding as of the Balance Sheet date.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing
Regulations') Management Discussion and Analysis report ("MD&A Report") providing a detailed overview of your
Company's performance, industry trends, business and risks involved is provided separately and is forming part of the
Annual Report.

SUBSIDIARY COMPANIES, JOINT VENTURE AND CONSOLIDATED FINANCIAL STATEMENTS

During the year, under review your Company does not have any joint venture or associates.

The Company has Wholly-owned Subsidiary i.e. Vikas Organics Pvt Ltd and in accordance with the provisions of Section
129 of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, the requirement to furnish
a statement in AOC-1 containing the salient features of the financial statements of the Company's subsidiaries, joint
ventures, and associate companies is attached herewith.

DIVIDEND

To conserve the resources for the expansion of business in the long run, your Company has not recommended any dividend
for the Financial Year 2024-25 and has decided to retain the profits.

CORPORATE GOVERNANCE AND ETHICS

The Company believes in adhering to the best corporate governance practices and its philosophy emphasizes on fair and
transparent governance and disclosure practices which helps your Company to follow the path of its vision and mission.
It strongly believes in developing best corporate governance policies and procedures based on principles of fair and
transparent disclosures, equity, accountability and responsibility.

A detailed report on Corporate Governance, in terms of Regulation 34 of the Listing Regulations is forming part of the
Annual Report. A certificate confirming compliance with requirements of Corporate Governance as enumerated under the
extant provisions of Listing Regulations issued by M/s Avinash K & Co., Company Secretaries is also annexed to the said
report.

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY

In line with the provisions of the Companies Act, 2013, the Company has framed its Corporate Social Responsibility (CSR)
policy for development of programme and projects for the benefit of weaker sections of the society and to promote the
education within the local limits and the same has been approved by Corporate Social Responsibility Committee (CSR
Committee) and the Board of Directors of the Company. The Corporate Social Responsibility (CSR) policy of the Company
provides a road map for its CSR activities.

The Company has duly constituted a committee under the nomenclature of Corporate Social Responsibility Committee
consisting of majority of non-executive independent Directors responsible for monitoring and reviewing the policy from
time to time and to ensure the proper compliance.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

a) Board of Directors

The Board of Directors provides strategic direction and supervision to an organization. Your Company's Board
consists of learned professionals and experienced individuals from different fields.

Presently, the Board comprised of Three Executive Directors and three Non-Executive Directors (Independent
Directors) including one woman Director on the Board.

During the period under review, there was change in the composition of Board of Directors. Details of the same are
mentioned below:

1) Dr. Dinesh Bhardwaj (DIN: 07719674) was appointed as Director (Category: Executive) of the Company w.e.f.
January 01,2025.

2) CA Vijay Kumar Goel (DIN: 05014980) was appointed as a Non-Executive, Independent Director of the Company
w.e.f. January 01,2025.

3) Mr. Gyan Prakash Govil (DIN: 08477296) resigned from the positions of Chairman and Independent Director of
the Company w.e.f. i.e. December 31, 2024.

4) Mr. Vikas Garg (DIN: 00255413) resigned from the position of Managing Director of the company w.e.f.
December 31,2024.

Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act and in terms of Articles of Association of the Company,
Mr. Rajeev Kumar, Executive Director of the Company, retires by rotation at the ensuing AGM and being eligible,
offers himself for re-appointment. The Brief profile of Director being re-appointed is given in the notice of the 40^th
Annual General Meeting of the Company.

The Board is grateful for their support and places on record its appreciation for the responsibilities shouldered by
them in their respective roles.

b) Key Managerial Personnel

The Board of your Company consisted of the following Key Managerial Personnel (KMP'S) as on the year ended
March 31,2025:

c) Declaration of Independence

The Independent Directors have confirmed that they meet the criteria of Independence as stipulated under Section
149(6) of the Companies Act, 2013 read with the Regulation 16(1)(c) of the Listing Regulations and they are not
aware of any circumstances or situation, which exist or may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective independent judgment and without any external influence as
an Independent Director of the Company.

The Board conforms to the declaration of the Independent Directors and there being no doubts as to veracity of the
same, places the same on record.

d) Board Committees

In compliance with the requirements of Companies Act, 2013 and Listing Regulations your Board had constituted
various Board Committees including Audit Committee, Nomination & Remuneration Committee, Stakeholders
Relationship Committee and Corporate Social Responsibility Committee.

Details of scope, constitution, terms of reference, numbers of meetings held during the year under review along with
attendance of Committee Member are provided under Corporate Governance Report forming part of the Annual
Report.

e) Board Evaluation

In line with the statutory requirements enshrined under the Companies Act, 2013 and the Listing Regulations,
the Board carried out a performance evaluation of itself, its Committees, the Chairman and each of the other
Directors. The performance evaluation was carried out on the basis of framework approved by the Nomination and
Remuneration Committee. The Committee had unanimously consented for an 'in-house' review built on suggestive
parameters. Based on the suggestive parameters approved by the Nomination and Remuneration Committee, the
following evaluations were carried out:

• Review of performance of the non- independent Directors and Board as a whole by Independent Directors.

• Review of the performance of the Chairperson by the Independent Directors.

• Review of Board as a whole by all the Members of the Board.

• Review of all Board Committees by all the Members of the Board.

• Review of Individual Directors by rest of the Board Members except the Director being evaluated.

AUDIT AND AUDITORS

a) Statutory Auditor

M/s. KSMC & Associates, Chartered Accountants (FRN: 003565N), were re-appointed as Statutory Auditors of the
Company at the 36th Annual General Meeting held on September 27, 2021 for a period of 5 years and they will
remain in office until the conclusion of 41st AGM to be held in the financial year 2026-27.

Further, there are no qualifications, reservations or adverse remarks except which are self-explanatory in the Report
issued by M/s KSMC & Associates, Statutory Auditors, for the financial year ended March 31,2025. The observations
made in the Auditors' Report are self-explanatory and, therefore, do not require any further comments from the
Board of Directors. The Statutory Auditors have also not reported any incident of fraud to the Audit Committee
during the year under review. Remarks made in the Auditors' Report are self-explanatory and do not call for any
further comments from your Directors.

b) Secretarial Auditor

M/s. Kumar G & Co., a Practicing Company Secretary firm (COP No. 7579), was appointed as the Secretarial Auditor
of the Company for the financial year 2024-25. However, following the resignation of M/s. Kumar G & Co. during the

course of the financial year, the Board, at its meeting held on February 14, 2025, approved the appointment of M/s.
Avinash K & Co., a peer-reviewed Practicing Company Secretary firm, as the new Secretarial Auditor to conduct the
Secretarial Audit for the said financial year.

Pursuant to Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company has obtained the Secretarial Audit Report for the financial year
ended March 31, 2025, from M/s. Avinash K & Co., Practicing Company Secretaries. The report forms part of the
Annual Report.

There are some qualifications or reservations in the Secretarial Audit Report and in the Annual Secretarial
Compliance Report. The reports of the same are annexed in this Annual Report.

c) Cost Auditor

As per the extant provisions of Section 148 of the Companies Act, 2013, the cost records for the products requiring
cost audit have been maintained by the Company in a timely and proper manner, the same was also made available
to the Cost Auditors of the Company for their audit. M/s. JSN & Co., Cost Accountants, was engaged to carry out
Audit of Cost Records of the Company during Financial Year 2024-25. For the year under review, the Cost Audit
Report was reviewed and duly noted by the Board.

d) Internal Auditor

The Company has appointed M/s Jha Gunjan & Associates (FRN-029506N, COP- 529511), Practicing Chartered
Accountants as an Internal Auditor of the Company for the F.Y. 2024-25 as per the requirements of the section
138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, and other applicable
provisions of the Act. For the year under review, the Internal Audit Report submitted by M/s Jha Gunjan & Associates,
Practicing Chartered Accountants, was reviewed by the Audit Committee and duly noted by the Board.

VIGIL MECHANISM

The Board of Directors of the Company has established a Policy on Vigil Mechanism for the Directors/KMP and Employees
of the Company to report their genuine concerns or grievances relating to actual or suspected fraud, unethical behavior,
violation of the Company's Code of Conduct or Ethics Policy, and any other event which would adversely affect the interests
of the business of the Company. Direct access is provided to the whistle blowers to reach Chairman of the Audit Committee
on reporting issues concerning the interests of co-employees and the Company.

The Company has also provided adequate safeguards against victimization of employees and directors who express their
concerns. The copy of Company's vigil mechanism is available at the website of the Company.

REPORTING UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL)
ACT, 2013

Your Company believes in principles of gender equality and endeavors to provide a healthy and respectable work
environment. It has developed a framework for employees to report sexual harassment cases at workplace and its process
ensures complete anonymity and confidentiality of information.

Your Company has complied with the provisions relating to constitution/re-constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Details of Complaints under the Sexual Harassment of Women at Workplace.

RELATED PARTY TRANSACTIONS

Your Company follows the practice of undertaking related party transactions only in the ordinary and normal course of
business and at arm's length basis as part of its philosophy of adhering to highest ethical standards, transparency and
accountability. In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved
a policy on related party transactions. The same is available on the Company's website.

Omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseeable and
repetitive nature, in all other cases prior approval of Audit Committee is taken for entering into a related party transaction.
All Related Party Transactions are placed on a quarterly basis before the Audit Committee and before the Board for their

review.

Further, pursuant to the provisions of Section 188 read with the relevant rules the Company has also considered to take the
prior and blanket approval for the routine transactions with its related parties for entering into any transaction(s) creeping
the limit specified in the aforesaid section.

During the year, no material contracts or arrangements with related parties not in Ordinary course of business or on arm's
length basis were entered. Further, details of related party transactions are provided under notes to financial statements
and Form AOC-2 is annexed with the Board Report.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Audit Committee and Board periodically reviews adequacy of Company's checks and controls for risk management. The
Board has developed a Risk Management Policy which identifies elements of business & other risks involved and constantly
work towards curbing the same. Adequacy of internal financial controls with reference to the Financial Statements is also
assessed and reviewed periodically. Your Board is of the view that the existing internal control framework is adequate and
commensurate to the size and nature of the business of the Company.

In addition, testing of adequacy of internal controls was also carried out independently by the Statutory Auditors of the
Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors to the best of their knowledge hereby state and
confirm that:

a) the Financial Statements of the Company - comprising of the Balance Sheet as at 31st March, 2025 and the
Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis;

b) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures;

c) the directors had 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
at the end of the financial year and of the profit of the company for that period;

d) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud
and other irregularities;

e) the internal financial controls to be followed by the company were laid down and such internal financial controls
were adequate and were operating effectively; and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

OTHER DISCLOSURES

a) Details of Significant and Material Orders passed by the regulators/Courts/Tribunals impacting the Going Concern
Status and the Company's Operations in Future

There are no significant and material orders passed by the Regulators/Courts/Tribunals which would impact the
going concern status of the Company and its future operations.

b) Particulars Regarding Conservation of Energy and Research and Development and Technology Absorption

Details of steps taken by your Company to conserve energy through its "Sustainability" initiatives, Research and
Development and Technology Absorption have been disclosed as part of the Annual Report.

c) Secretarial Standards

During the year under review the Company has complied with all applicable Secretarial Standards issued by Institute
of Company Secretaries of India.

d) Deposits

The Company has neither accepted any deposits during the year under review nor has any outstanding deposits
from any of earlier years for repayment.

e) Remuneration of Directors, Key Managerial Personnel and Particulars of Employees

Disclosures pertaining to the remuneration and other details as required under Section 197(12) of the Act read with

Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel), Rules, 2014 are forming
part of the Annual Report.

f) Remuneration Policy

The Company has a remuneration policy which provides for basis for fixation of remuneration of Directors, Key
Managerial Personnel and Senior Management Officials of the Company. The remuneration policy of the Company
is largely based on factors like hierarchy, industry practices and performance of respective individuals.

g) Particulars of Loans, Guarantees or Investments

In terms of Section 186 of the Companies Act, 2013, particulars of inter-corporate loans, guarantees and investments
are provided in the notes to Financial Statements.

h) Details of Application made or proceeding pending under Insolvency and Bankruptcy Code, 2016

During the year under review, there was no application made or proceedings pending in the name of the company
under the Insolvency Bankruptcy Code, 2016.

i) Details of difference between valuation amount on one time settlement and Valuation while availing loan from
Banks and Financial Institutions

During the year under review, there has been no one time settlement of Loans taken from Banks and Financial
institutions.

j) Statement on maternity benefit compliance

The Company is in compliance with the applicable provisions of the Maternity Benefit Act, 1961.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of your Company occurring
between the end of the Financial Year and the date of this Report.

GRATITUDE TOWARDS STAKEHOLDERS

The Board expresses its gratitude to all the customers, shareholders, suppliers, bankers, business partners/
associates, financial institutions and Central and State Governments for their consistent support and encouragement
to the Company and its sincere appreciation to all the employees for their hard work and commitment, their
dedication and competence has ensured that the Company continues to be a significant and leading player in the
industry while serving and keeping the interest of its stakeholders and the society at large.

For and on behalf of Board
Vikas Ecotech Limited

Ravi Kumar Gupta Rajeev Kumar

Place: New Delhi (Chairman) (Director)

Date: 02.09.2025 DIN: 01018072 DIN: 10271754