Dear Members,

Your Directors' take pleasure in presenting the 39th (Thirty-Nine) 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, 2024.

COMPANY OVERVIEW

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 2023-24 is summarized below:

(Rupees in Lakhs)

During the year under review, the Company achieved a turnover of Rs. 24659.96 Lakhs as against Rs. 40266.89 Lacs for previous year whereas, the profit of the Company for the period under review were Rs. 661.35 Lakhs as compared to profit of the company Rs. 952.72 Lakhs in the previous year. During the year under review, the Company achieved a consolidated turnover of Rs. 25863.39 Lakhs as against Rs. 40266.89 Lacs for previous year whereas, the profit of the Company for the period under review were Rs. 684.65 Lakhs as compared to profit of the company Rs. 952.72 Lakhs in the previous year.

The financial statements for the year ended March 31, 2024, have been prepared in accordance with the Indian Accounting Affairs. Standards (Ind AS) as notified

CAPITAL STRUCTURE Authorized Share Capital

The Authorized Share Capital of the Company as on March 31, 2024 was Rs. 200,00,00,000 divided into 200,00,00,000 Equity Shares of Re.1 each.

Paid-up Share Capital

As on March 31, 2024, the Issued and Paid-up Share Capital of the Company stood at Rs. 138,83,56,024/- divided into 138,83,56,024 fully paid-up equity shares of face value of Re. 1/- per share. a) Qualified Institutions Placement

During the year under review, pursuant to members' approval, stock exchanges and other statutory approvals, the Company has issued certain equity shares on Qualified Institutions Placement of equity shares of face value of Re. 1 under the provisions of Chapter VI of Securities and Exchange Board of India (Issue of Capital and Disclosure

Requirements) Regulations, 2018, as amended (the "SEBI ICDR Regulations"), and Sections 42 and 62 of the Companies Act, 2013. The gist of Qualified institutions placement (QIP) is

b) Preferential Issue

The members of the company accorded their assent for the issuance of up to 10,00,00,000 fully Convertible

Warrants, carrying a right exercisable to subscribe to one Equity Share, to persons belonging to ‘Promoter Group' on preferential basis at an issue price of Rs. 3.40/- per Warrant/Equity Share of Re. 1/- each (including a premium of Rs. 2.40/- per Equity Shares) in the 38th Annual General Meeting held on September 29, 2023.

The Company has realized 25% upfront money on November 01, 2023 against the 10,00,00,000 entire warrants allotted for which pre-preferential approval was sought made on November 01, 2023. Further, the Company has also realized the balance 75% allotment monies from allottee as follows:

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. Details of the Wholly-owned Subsidiary of the Company are as follows:

The Company has successfully completed the process of acquisition of 100% stakes in the Polymeric Plasticizer

Manufacturing company M/s Vikas Organics Pvt Ltd (CIN: U74899DL1992PTC050138) on February 23, 2024. Vikas Organics Pvt Ltd has a network of highly skilled and motivated marketing team spread nationwide consisting of agents & distributors and a growing list of industry leaders as customers. Vikas Organics Pvt Ltd products have earned approvals and a wide acceptance across the globe with about 17% of their current production exported to various countries including the U.S.A., K.S.A. and other countries.

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 2023-24 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 Mr. Pankaj Kumar Gupta, Proprietor of Kumar G & 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. Mr. Dinesh Bhardwaj (DIN: 07719674) was resigned from the positions of Executive Director and Chief Executive Officer of the Company w.e.f. May 1, 2023.

2. Mr. Balwant Kumar Bhushan (DIN: 09840934) was appointed as an Executive Director and Chief Executive Officer of the Company w.e.f. May 13, 2023.

3. Appointment of Mr. Rajeev Kumar (DIN: 10271754) as an Additional Director (Category: Executive) of the

Companies Act, 2013 w.e.f. i.e. August 10, 2023.

4. Resignation of Mr. Vivek Garg (DIN: 00255443), from the post of Non -Executive Director of the company w.e.f. August 10, 2023.

The information of Directors, seeking appointment/re-appointment, pursuant to Regulation 36(3) of the Listing

Regulations and Companies Act, 2013 is provided in the notice of the 39th 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, 2024:

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 issued by M/s KSMC & Associates, Statutory Auditors, for the financial year ended March 31, 2024. 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., Company Secretaries were appointed as the Secretarial Auditors of your Company to carry out the Secretarial Audit for the financial year under review. The Secretarial Audit Report issued by the Secretarial Auditors in Form No. MR-3 is annexed with this Report.

In terms of extant provisions of Listing Regulations read with SEBI circulars issued on the subject, a Secretarial Compliance Report was also obtained by the Company from the Secretarial Auditors and the same was also intimated to the Stock Exchange.

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 CostRecords of the Company during Financial Year 2023-24.

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 www.vikasecotech.com.

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 occurrence of an act of sexual harassment were reported/noticed by the management.

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 www.vikasecotech.com.

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 identifieselements of business & other risks involved and constantly work towards curbing the same. Adequacy of internal financial 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, 2024 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 company for that period; theendofthefinancial year and of the profit of the

d) the directorshadtakenproperandsufficientcare 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.

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 orders passed by the Regulators/Courts/Tribunals which would impact the Therearenosignificant going concern status of the Company and its future operations except the SEBI Order(s) which are as follows:

1) SEBI Adjudication Order No. Order/SS/RK/2023-24/28342-28349] dated July 27, 2023 for Trading activities by certain entities in the scrip of "Vikas Ecotech Limited"

Imposition of penalty of Rs. 15,00,000 via Adjudication Order No. Order/SS/RK/2023-24/28342-28349 dated July 27, 2023 imposed on promoter/ promoter group, under Section 15A(b) of the SEBI Act, 1992.

2) SEBI Order No. SEBI/HO/CFID/CFID-SEC6/P/OW/2024/4196/1 dated January 30, 2024

SEBI believes that the business transactions of the Company have not been properly dealt with in financial information Disclosures and appointed Forensic Auditor w.r.t. the financial years ending March 31, 2019, March 31, 2020, March 31, 2021 and March 31, 2022.

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.

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY Acquisition of 100% stake in Shamli Steels Private Limited

Post the period under review, 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 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 following persons belonging to "Non-Promoters, Public Category" who are the shareholders of M/s. Shamli Steels Private Limited ("Target Company"), 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 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.

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 and leading player in the industry while servingensuredthattheCompanycontinuestobe and significant keeping the interest of its stakeholders and the society at large.