Each: Mis. Vikram Thermo (India) Limited (Company Code Bse

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' Since1985

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CIN NO. L24296GJ1994PLC021524

Date: 17 /09/2022

To,
Gen. Manager (DCS)
BSE Limited.
P J Towers, Dalal Street,
Fort, Mumbai-400001

SUB: COMPLIANCE OF REGULATION 30 OF SEBI (LISTING OBLIGATIONS AND


DISCLOSURES REQUIREMENTS) REGULATIONS. 2015 FOR APPROVAL OF
SCHEME OF ARRANGEMENT AND DEMERGER
MIS. VIKRAM THERMO (INDIA) LIMITED (COMPANY CODE BSE: 530477)

In terms of Regulation 30 of Securities and Exchange Board of India (Listing Obligations


and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), we wish to inform
you that the Board of Directors in their meetings held onl 7th September, 2022, Approved
the Scheme of Arrangement and demerger whereby Aromatic Chemical Business
(hereinafter referred to as 'Demerged Business' or Unit II) of M/s Vikram Thermo (India)
Limited will be demerged into M/s Vikram Aroma Limited

Please find enclosed herewith detailed disclosure enclosed as Annexure-1 as required


under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

Request you to kindly take note of the same on records and oblige.

Thanking you.

Yours sincerely,
FOR, VIKRAM THERMO (INDIA) LIMITED
DHIRAJLAL Digitally signed by DHIRAJLAL
KARSANBHAI PATEL
KARSANBHAI Date: 2022.09.17 16:26:49
PATEL +05'30'

MR. DHIRAJLAL K. PATEL


CHAIRMAN & MANAGING DIRECTOR
(DIN: 00044350)

. N
DIP he~yl
Oxide Excellence in Pharma Polymer
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~Regd. Off.A/704-714,THECAPITAL~Phone:+91-79-48481010/11/12
Science City Road, Ah~edabad -
380060, Gujarat, India.
E-mail'. export~@vikramthermo.com
Web•. www.v1kramthermo.com
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-\'i)\ I Since 19ss

CIN NO. L24296GJ1994PLC021524

Annexure-1

Disclosure of information pursuant to Regulation 30 of SEBI LODR Regulations read with


SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015.

Sr. Particulars Details


No.
a brief details of the VIKRAM THERMO (INDIA) LIMITED ("Demerged
division(s )to be demerged Company")
VIKRAM AROMA LIMITED ("Resulting Company'')

Presently, the Company has following business


segments:

1. Pharma Polymer Business (Unit -I)


2. Aromatic Chemical Business (Unit -11)

The Company would demerge its Aromatic


Chemical Business (Unit -II) segments including
assets, investments, liabilities, rights, benefits,
interests and obligations (as specifically set out in
the scheme) in the Resulting Company.

The Company would continue to run and operate


Pharma Polymer Business (Unit-I).
b turnover of the demerged Turnover (2021-22) - 2418.25 (Rs. In Lakhs)
division and as percentage % of Total Turnover- 26%
to the total turnover of
the listed entity in the
immediately preceding
financial year / based on
financials of the last financial
year
c rationale for demerger The Demerger will unlock value for all businesses
and result in shareholder value maximization.

Rationale of Demerger:

• The Demerged Undertaking and the Remaining


Business have achieved scale and experience to
sustain business on the basis of their own
strengths. Additionally, both businesses deal
with different sets of industry dynamics in the
form of nature of risks, competition, challenges,


D1phenyl
~ ~ DRCOAT
~/\QU/\P·;'L.:
,,,. ~Regd.Off.A/704 · 714,THECAPITAL,
ScienceCityRoad,Ahmedabad·
Phone: +91·79·48481010/11 /12
E-mail: exports@vikramthermo.com
• 1C1C.1Mu1U~ruo.a 11Ml'Uf1t• carbomer at i t s best · •
Oxide Excellence in Pharma Polymer 380060, Gujarat, India. Web.: www.vikramthermo.com
' Since1985

~~~~T.:. CIN NO. L24296GJ1994PLC021524

opportunities and business methods. Hence,


segregation of the two undertakings would
enable focused managements to explore the
potential business opportunities more
effectively and efficiently.

• Demerger will enable both Demerged Company


and the Resulting Companies to enhance
business operations by streamlining operations,
cutting costs, more efficient management
control andoutlining independent growth
strategies
• Each undertaking will be able to target and
attract new investors with specific knowledge,
expertise and risk appetite corresponding to
their own businesses. Thus, each undertaking
will have its own set otlikeminded investors,
thereby providing the necessary
fundingimpetus to the long-term growth
strategies of each business.
• Demerger will enhance efficiencies and will
have different business interest into separate
corporate entity, resulting in
operationalsynergies, simplification, focused
management, streamlining andoptimization of
the group structure and efficient administration.
• Pursuant to the Scheme, the equity shares
issued by the Resulting Companies would be
listed on BSE Limited and will unlock the value
of the Demerged Undertakings for the
shareholders of the Demerged Company.
Further, the existing shareholders of the
Demerged Company wouldhold the shares of
Two (2) listed entities, after the
Schemebecoming effective, giving them
flexibility in managing theirinvestments in the
two businesses having differential dynamics.
d brief details of change in Shareholding pattern pre-demerger and post
shareholding pattern (if demerger would remain same and not vary for all
any)of all entities the entity.
The Shareholding pattern of Demerged
Company and Resulting Company pre-
demerger is as follows:

Di phenyl CAPITAL~
Regd. Off. A/704 - 714, THE Phone: +91-79-48481010/11I12
Oxide
AQ UAPf;H.: Science City Road, Ahmedabad- E-mail: exports@vikramthermo.com
ElCcellence in Pharma Polymer carbomer at Its best 380060, Gujarat India. Web.: www.vikramthermo.com
• Since1985

~~}&~~ CIN NO. L24296GJ1994PLC021524

1. Demerged Company

Category No of No of %
Shareholders Equity
Shares
Promoters 27 2,05,63,635 65.58
Public 11326 1,07,94,215 34.42
Total 11,353 3,13,57,850 100

2. Resulting Company

Category No of No of O/o
Shareholders Equity
Shares
Promoters 7 70 100
Public - - -
Total 7 70 100

Expected Post Scheme Shareholding of


Company is as below
1. Demerged Company

Category No of No of O/o
Shareholders Equity
Shares
Promoters 27 2,05,63,635 65.58
Public 11326 1,07,94,215 34.42
Total 11,353 3,13,57,850 100

2. Resulting Company

Category No of No of %
Shareholders Equity
Shares
Promoters 27 20,5 6,424 65.58
Public 11326 10,79,431 34.42
Total 11,353 31,35,85 5 100
e in case of cash consideration The proportionate equity shareholding of any
-amount or otherwise share shareholder pre-demerger and post demerger
exchange ratio would remain same and not vary. The beneficial
economic interest of Demerged Company
shareholders in Resulting Company will remain
same as at the time of demerger (pre-d emerger)

Di phenyl Regd. Off. A/704- 714, THE CAPITAL, Phone: +91-79-48481010/11 /12
J\QUJ\P~L Science City Road, Ahmedabad - E-mail: exports@vikramthermo.com
Oxide Excell"n~~ in Pharma Polymer
Carbo mer at Its best
380060, Gujarat, India. Web.: www.vikramthermo.com
Ll'1.I
.,r' Since 1985

~~~.~~ CIN NO. L24296GJ1994PLC021524

and hence would not have any impact on the


economic interest of the shareholders of the
Demerged Company. The share entitlement ratio
would not have any impact on the ultimate value of
the shareholders of Demerged Company and the
Proposed Demerger will be value-neutral to the
Demerged Company's shareholders.

For 10 equity shares of Rs. 10/- each held in


Demerged Company, 1 (one) Equity Share of Rs.
10/- each of Resultant Company which would
result into issue of 31,35,785 equity shares of Rs.
10/- each of Resultant Company to the equity
shareholders of Demerged Company and thereby
giving the shareholders of Demerged Company
100% equity stake post the demerger.
f whether listing would be Yes, The Resulting Company will make an
sought for the resulting application with the BSE Limited for listing of its
entity equity shares in compliance with SEBI Master
Circular No SEBI/ HO/ CFO/ OIL 1/ CIR/ P/ 2021/
0000000665 dated November 23, 2021, as
amended and relevant regulations thereof.

FOR, VIKRAM THERMO (INDIA) LIMITED


Digitally signed by DHIRAJLAL
DHIRAJLAL KARSANBHAI PATEL
KARSANBHAI PATEL Date: 2022.09.17 16:27:21
+05'30'

MR. DHIRAJLAL K. PATEL


CHAIRMAN & MANAGING DIRECTOR
(DIN: 00044350)

Dipheny~
.
~ DRCOAT
~AQUAP.f.''' ~
, Regd.Off.A/704-714,THECAPITAL~
'""'L. Science City Road, Ahmedabad-
Phone:+91-79-48481010/11/12
E-mail: exports@vikramthermo.com
Oxide Excel lence in Pharma Polymer '""M'"""''.... "-'° Carbomer at ;ts best 380060, Gujarat, India. Web.: www.vikramthermo.com

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