<dhhead>Directors’ Report</dhhead>

To

The Members of VALIANT ORGANICS LIMITED

Your Board of Directors (“Board”) are pleased to present this 20^th (Twentieth) Annual Report of Valiant Organics Limited (the “Company”/“VOL”/“Valiant”) along with the Audited Financial Statements and Report of Auditors thereon for the Financial Year ended March 31, 2025.

COMPANY’S FINANCIAL HIGHLIGHTS:

(` in Lakhs except EPS)

OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE:

On a Standalone basis, the Revenue from Operations for FY 2025 was ` 71,876.18 Lakhs, higher by 6.14% over the previous year’s Revenue from Operations of ` 67,719.21 Lakhs. The profit after tax (“PAT”) attributable to shareholders for FY 2025 was ` (299.84) Lakhs as against ` (304.34) lakhs for FY 2024.

On a Consolidated basis, the Revenue from Operations for FY 2025 was ` 71,876.18 Lakhs, lower by 0.59 % over the previous year’s Revenue from Operations of ` 72,305.94 Lakhs. The profit after tax (“PAT”) attributable to shareholders for FY 2025 was ` (342.76) Lakhs as against ` (839.65) Lakhs for FY 2024.

On a Standalone basis, Your Company’s Earnings before Interest Depreciation and Taxes stood at ` 6,180.92 Lakhs in

FY 2025 as compared to ` 4,246.37 Lakhs in FY 2024. Likewise Earning per share ` (1.09) (Basic) and `(1.09) (Diluted) stood at in FY 2024-25 as compared to ` (1.12) (Basic) and ` (1.09) (Diluted) in FY 2023-24.

On a Consolidated basis, Your Company’s Earnings before Interest Depreciation and Taxes stood at ` 6,231.34 Lakhs in FY 2025 as compared to ` 4,755.05 Lakhs in FY 2024. Likewise Earning per share `(1.24) (Basic) and ` (1.24) (Diluted) stood at in FY 2024-25 as compared to `(3.07) (Basic) and ` (3.00) (Diluted) in FY 2023-24.

DIVIDEND:

Your Directors regret to state their inability to recommend any dividend on equity shares for the financial year ended March 31, 2025.

STATE OF AFFAIRS:

The state of your Company’s affairs is given in the Management Discussion and Analysis, which forms part of this Annual Report.

DIVIDEND DISTRIBUTION POLICY:

Pursuant to the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “Listing Regulations”), the Company has formulated a Dividend Distribution Policy. This Policy outlines the parameters and circumstances considered by the Board while determining the declaration of dividends or retention of profits. The Dividend Distribution Policy is available on the Company’s website at the following link: https://www.valiantorganics.com/assets/ investors/dividend-distribution-policy.pdf

TRANSFER TO RESERVES:

There is no amount proposed to be transferred to general reserve this year.

SHARE CAPITAL:

During the year, following the approval of shareholders through a resolution passed by Postal Ballot on January 1, 2025, the Authorised Share Capital of the Company was increased from ` 40,00,00,000 (Rupees Forty crores only) divided into 3,71,00,000 (Three crores Seventy One Lakh) Equity Shares of ` 10 (Rupees Ten only) each, 20,00,000 (Twenty Lakh) Optionally Convertible Preference Shares of ` 10 (Rupees Ten only) each, 40,000 (Forty Thousand) Preference Shares of

` 100 (Rupees Hundred only) each and 5,00,000 (Five Lakhs) Redeemable Preference Shares of ` 10 (Rupees Ten only) each to ` 55,00,00,000 (Rupees Fifty Five Crore Only) divided into 5,21,00,000 (Five Crore Twenty One Lakh) Equity shares of ` 10 (Rupees Ten only) each, 20,00,000 (Twenty Lakhs) Optionally Convertible Preference Shares of `10 (Rupees Ten only) each, 40,000 (Forty Thousand) Preference Shares of `100 (Rupees Hundred each) and 5,00,000 (Five Lakhs) Redeemable Preference Shares of `10 (Rupees Ten Only) each.

Allotment under Employee Stock Option Plan:

Pursuant to exercise of stock options, the Company has allotted 24,000 Equity Shares on September 25, 2024 to the eligible employees under the existing “Valiant - Employees Stock Option Plan 2022”.

Allotment of Bonus Shares to the holders of Optionally Convertible Preference Shares:

During the year, on March 25, 2025, the Company allotted 4,05,561 fully paid-up Bonus Equity Shares of face value

` 10 each to the holders of Optionally Convertible Preference Shares (OCPS), which had been kept in abeyance and were subsequently converted into Equity Shares effective

December 6, 2023. The allotment was made in the ratio of 1:1, as approved by the shareholders at the Extraordinary General Meeting held on December 15, 2020.

Considering these allotments, the issued, subscribed and paid-up capital of the Company as on March 31, 2025 stood at ` 28,00,46,100 consisting of 2,80,04,610 fully paid-up equity shares of face value ` 10/- each.

Apart from the above, the Company has neither issued any shares with differential rights as to dividend, voting or otherwise nor issued any sweat equity shares during the year under review.

VALIANT ORGANICS LIMITED EMPLOYEES STOCK OPTION PLAN 2022:

The Board of Directors formulated the ‘Valiant - Employees Stock Option Plan 2022’ (ESOP-2022) on April 30, 2022. The Scheme was subsequently approved by the Members through Postal Ballot on June 15, 2022. The purpose of the ESOP-2022 is to reward eligible employees of the Company and/or its Subsidiary Companies, Group Companies, or Associate Companies (present or future), whether in India or abroad, for their performance and to motivate them to contribute to the growth and profitability of the Company. The Scheme also aims to attract, retain, and nurture talent within the organisation.

The Company views Employee Stock Options as an instrument that enables employees to share in the future value they help create. The ESOP-2022 has been formulated in compliance with the provisions of the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEB and Sweat Equity Regulations”).

Under the ESOP-2022, the Company may grant up to 10,00,000 Options to eligible employees, in one or more tranches from time to time. In aggregate, these options shall be exercisable into not more than 10,00,000 fully paid-up Equity Shares of

` 10 each, with each Option entitling the holder to apply for one Equity Share of the Company, subject to the terms and conditions laid down under the Scheme.

During the year under review:

• 24,000 Stock Options were exercised and allotted to eligible employees on September 25, 2024.

• 15,000 Stock Options were granted to an eligible employee of the Company on November 13, 2024.

Further, in accordance with the Companies Act, 2013 and the SEBI SBEB and Sweat Equity Regulations, the statutory disclosures and a certificate from CS Sunil M. Dedhia (COP No. 2031), Secretarial Auditor of the Company, confirming that the ESOP-2022 has been implemented in compliance with the applicable regulations, are available on the Company’s website at https://www.valiantorganics.com/assets/investors/pcs-certificate-esop-11-08-2025.pdf

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company as on March 31, 2025 has 2 (Two) subsidiaries namely, Valiant Speciality Chemical Limited, and Dhanvallabh Ventures LLP.

As on March 31, 2025, the Company has 2 indirect Associate Companies namely Valiant Laboratories Limited and Valiant Advanced Sciences Private Limited. The Company does not have any Joint Venture.

During the year, the Board of Directors reviewed the affairs of the subsidiaries. Pursuant to the first proviso to Section 129(3) of the Companies Act, 2013 read with Rule 5 and 8 of the Companies (Accounts) Rules, 2014, the salient features of the financial statements and performance of each subsidiary in Form AOC-1 is disclosed under Annexure-A and forms integral part of this Report.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements along with other relevant documents, in respect of subsidiaries, are available on the website of the Company and the web link thereto is https://www.valiantorganics.com/investors. php?action=showSubcat&id=4

MATERIAL SUBSIDIARY:

As on March 31, 2025, none of the subsidiaries of the Company fulfils the criteria given under Regulation 16(1)(c) of the Listing Regulations. A Policy on material subsidiaries had been formulated and is available on the website of the Company and the web link thereto is https://www.valiantorganics.com/ assets/investors/Policy-for-Material-Subsidiary.pdf

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the provisions of the Section 129(3) of the Companies Act, 2013 and Regulation 33 of the Listing Regulations and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the Financial Year 2024-25, together with the Auditors’ Report forms part of this Annual Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

Composition:

The composition of the Board is in conformity with Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing

Regulations. As on March 31, 2025, the Board comprises 12 (Twelve) Directors out of which 5 (five) are Executive Directors,

2 (two) Non-Executive Directors and 5 (five) Non-Executive Independent Directors. The Chairperson of the Board is an Independent Director. The Board has highly qualified members and has varied experience in their respective fields.

Appointment / Re-appointment:

During the year, the Board of Directors, based on the recommendation of the Nomination and Remuneration Committee at its meeting held on May 24, 2024, appointed Shri Parimal H. Desai (DIN: 00009272) as an Additional Non-Executive Director of the Company and re-designated Shri Sathiababu K. Kallada (DIN: 02107652), Executive Director, as Managing Director of the Company, subject to the approval of shareholders. These appointments were subsequently approved by the Members at the 19^th Annual General Meeting (AGM) held on August 21, 2024. The Members also passed a special resolution approving the continuation of Shri Parimal H. Desai as a Non-Executive Director, despite him having attained the age of 75 years during his directorship.

Based on the recommendation of the Nomination and Remuneration Committee, the Board approved the appointment of Shri Kaustubh Kulkarni as Company Secretary and Compliance Officer of the Company, with effect from May 24, 2024.

Further, based on the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on November 13, 2024, appointed Shri Paras S. Savla (DIN: 10773507) as an Additional Independent Director for a period of five years and re-designated Shri Parimal H. Desai as an Executive Director and subsequently as Managing Director of the Company for a term of five years, subject to Shareholder’s approval. These appointments were approved by the Members through a Postal Ballot dated January 01, 2025, by passing special resolutions.

Additionally, the Board, at its meeting held on November 13, 2024, on the recommendation of the Nomination and Remuneration Committee, re-appointed Shri Navin C. Shah (DIN: 01415556), Chairperson, and Smt. Sonal A. Vira (DIN: 09505883) as Independent Directors of the Company for their second term of five years, effective from August 04, 2025, subject to the approval of shareholders. The Members approved these re-appointments via Postal Ballot dated January 01, 2025, by passing the necessary special resolutions.

In the same meeting, the Board also re-appointed Shri Nemin M. Savadia (DIN: 00128256) and Shri Siddharth D. Shah (DIN: 07263018) as Executive Directors of the Company for a second term of 3 years, effective from May 01, 2025, and June 01, 2025, respectively, subject to Shareholders’ approval. These re-appointments were also confirmed by the Members through a Postal Ballot dated January 01, 2025, by way of ordinary resolutions.

Furthermore, in accordance with Section 152 of the Companies Act, 2013, Shri Nemin M. Savadia (DIN: 00128256), Executive Director, and Shri Santosh S. Vora (DIN: 07633923), Non-Executive Non-Independent Director, who retired by rotation, were re-appointed by the Members at the 19^th AGM held on August 21, 2024.

Directors retiring by rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the relevant rules made thereunder, one-third of the Directors are liable to retire by rotation every year and if eligible, offer themselves for re-appointment at the Annual General Meeting.

Shri Mahek M. Chheda (DIN: 06763870) and Shri Kiritkumar H. Desai (DIN: 08610595), Directors being longest in the office of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, offered themselves for re-appointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has recommended their re-appointment and the matter is being placed for seeking approval of members at the ensuing Annual General Meeting of the Company.

Pursuant to Regulation 36 of the Listing Regulations read with Secretarial Standard- 2 on General Meetings, necessary details of Shri Mahek M. Chheda and Shri Kiritkumar H. Desai, are provided as an Annexure to the Notice of the Annual General Meeting.

None of the Directors of the Company are disqualified for being appointed as Directors as specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Resignation / Retirement:

Subsequent to the close of the financial year, Shri Arvind K. Chheda (DIN: 00299741) retired from the position of Managing Director of the Company upon completion of his tenure, with effect from the close of business hours on April 19, 2024. The Board placed on record its sincere appreciation for his invaluable contributions to the growth and development of the Company. Further, Smt. Avani D. Lakhani resigned from the position of Company Secretary and Compliance Officer due to personal commitments. Her resignation became effective from the close of business hours on April 15, 2024. The Board expressed its gratitude for her dedicated service to the Company.

Shri Vishnu J. Sawant (DIN: 03477593) also tendered his resignation as Executive Director of the Company, with effect from the close of business hours on May 31, 2024, citing preoccupation and other personal commitments. The Board placed on record its sincere appreciation for his contributions to the growth and development of the Company.

The members are hereby informed that the remuneration paid to Shri Arvind K. Chheda, Managing Director, and Shri Vishnu J. Sawant, Executive Director, up to their respective dates of resignation was made in continuation of the terms already approved by the members at the Annual General Meeting held on September 15, 2023, and was not revised thereafter.

Additionally, after the conclusion of the financial year 2024–25, Shri Mulesh M. Savla (DIN: 07474847) ceased to be an Independent Director of the Company upon completion of his second consecutive term, with effect from April 19, 2025. The Board expressed its gratitude for his dedicated service to the Company.

Declarations by Independent Directors:

In accordance with Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations, as amended, each Independent Director of the Company has provided a written declaration confirming that he/she meets the criteria of independence as stipulated under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

In the opinion of the Board, Independent Directors fulfil the conditions specified in Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Listing Regulations and are independent from Management.

All the Independent Directors of the Company have registered their names in the online database of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

Familiarization Programmes:

The Company has a Familiarisation programme for its Independent Director which is imparted at the time of appointment of an Independent Director on Board as well as annually. During the year, the Independent Directors of the Company were familiarized and the details of familiarization programmes imparted to them are placed on the website of the Company and the web link thereto is: https://www. valiantorganics.com/assets/investors/familiarisation-programme-of-id-2024-25.pdf

Number of Meetings of the Board:

The Board met 4 (four) times during the Financial Year 2024-25. The details of Board Meetings and the attendance of the Directors at such meetings are provided in the Corporate Governance Report, which forms part of this Annual Report. The intervening gap between the meetings was within the prescribed period under the Companies Act, 2013 and the Listing Regulations.

Key Managerial Personnel:

During the financial year 2024-25 and as on the date of this report, the following are Key Managerial Personnel of the Company as per Sections 2(51) and 203 of the Companies Act, 2013: i) Shri Arvind K. Chheda – Managing Director (Retired w.e.f. April 19, 2024) ii) Shri Sathiababu K. Kallada - Managing Director (Appointed w.e.f., May 24, 2024) iii) Shri Parimal H. Desai – Managing Director (Appointed w.e.f. January 01, 2025) iv) Shri Mahek M. Chheda- Executive Director and Chief Financial Officer v) Smt. Avani D. Lakhani – Company Secretary (Resigned w.e.f. April 15, 2024) vi) Shri Kaustubh B. Kulkarni - Company Secretary (Appointed w.e.f. May 24, 2024)

The above changes in the Key Managerial Personnel were intimated to stock exchanges within stipulated timelines prescribed under the Listing Regulations.

DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

a. That in the preparation of the annual financial statements for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. That 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 and loss of the Company for that period; c. That the Directors had 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. That Directors have 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 were operating effectively;

f. The Directors had devised adequate systems and processes, commensurate with the size of the Company and the nature of its business, to ensure compliance with the provisions of all applicable laws and that such system and processes are operating effectively.

ANNUAL BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and as per the Listing Regulations, the Board of Directors has carried out annual performance evaluation of its own performance, the Directors (including Chairperson) individually as well as the working of its Committees.

The Board evaluation was conducted through a questionnaire designed with qualitative parameters and feedback based on ratings. Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance of Executive Directors, succession planning, strategic planning, etc.

Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representation of Shareholder’s interest and enhancing Shareholder’s value, experience and expertise to provide feedback, and guidance to top management on business strategy, governance, risk and understanding of the organization’s strategy, etc.

The performance of the Committees and Independent Directors were evaluated by the entire Board of Directors except for the Director being evaluated. The performance evaluation of the Chairperson, Non-Independent Directors and Board as a whole was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

COMMITTEES OF THE BOARD:

As on March 31, 2025, the Board has constituted the following committees:

- Audit Committee

- Corporate Social Responsibility Committee

- Nomination and Remuneration Committee

- Risk Management Committee

- Stakeholders Relationship Committee

- Finance and Investment Committee (Non Statutory Committee)

- Allotment Committee (Non Statutory Committee)

During the year, all recommendations made by the committees were approved by the Board.

Details of all the Statutory Committees such as terms of reference, composition and meetings held during the year under review are disclosed in the Corporate Governance Report, which forms part of this Annual Report.

AUDIT COMMITTEE:

The details of the composition of the Audit Committee, terms of reference, meetings held, etc. are provided in the Corporate Governance Report, which forms part of this Report. During the year, there were no cases where the Board had not accepted any recommendation of the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY:

In compliance with Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has duly constituted a Corporate Social Responsibility (CSR) Committee. The Company’s CSR initiatives and activities are in alignment with the statutory requirements under Section 135. A brief overview of the CSR policy and the details of the initiatives undertaken during the year are provided in Annexure-B of this Report, in the format prescribed under the said Rules.

Your Company through, Aarti Foundation and various other NGOs, has been doing work in the following sectors.

• Education and Skill Development

• Childcare and Healthcare Facilities

• Women Empowerment

• Environment Sustainability

• Social Welfare

• Housing Aid

• Water Management and Conservation

• Green Environment Project

The detailed Policy on Corporate Social Responsibility is available on the website of the Company on the web link provided below; https://www.valiantorganics.com/assets/ investors/CSR%20Policy.pdf

MATERIAL DEVELOPMENTS IN HUMAN RESOURCES

/ INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED:

At Valiant, human resources have always been of paramount importance, serving as the key drivers of growth and the foundation of the organization. The Company firmly believes that its people are the architects of its success, and this belief underscores its commitment to human resource development as a core strategic priority. Valiant’s HR strategy is centered on cultivating a team of competent, passionate, and visionary leaders capable of scripting a promising future. This involves fostering a culture of continuous learning, innovation, and world-class execution aimed at building a future-ready organization.

The Company places great emphasis on aligning all employees with a shared vision and purpose, recognizing that such alignment is essential for long-term success in the marketplace. It also values strong, mutually beneficial relationships with all stakeholders and remains committed to maintaining harmonious employee relations. Valiant is confident that its workforce will continue to drive the growth agenda, deliver world-class performance, and foster innovation. The Company encourages its employees to uphold human dignity, promote team spirit, and act as responsible custodians of stakeholder trust.

Valiant’s commitment to its people, customers, suppliers, and the community is deeply embedded in its policies, programs, and development initiatives reflecting its people-first philosophy in every aspect of its operations. As of March 31, 2025, the Company had 942 permanent employees at its manufacturing plants and administrative office.

NOMINATION AND REMUNERATION POLICY:

Your Company has a Nomination and Remuneration Policy that sets out a framework for determining the remuneration of Directors, Key Managerial Personnel and Senior Management, and also lays down the criteria for the selection and appointment of Board Members. The remuneration paid to the Directors, Key Managerial Personnel and Senior Management during the year was in line with the terms of this Policy. Further, the managerial remuneration for the financial year 2023-24 and 2024-25 was within the limits prescribed under the Companies Act, 2013, including Schedule V thereof, based on the effective capital of the Company.

The policy on remuneration and other matters provided in Section 178(3) of the Companies Act, 2013, has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the Company’s website at the link: https://www.valiantorganics.com/assets/ investors/nomination-and-remuneration-policy-new.pdf

PERSONNEL:

The statement containing particulars of employees 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 is given in Annexure-B1 and forms part of this report. As per first proviso to Section 136(1) of the Companies Act 2013 and second proviso of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the report and financial statements are being sent to the members of the Company excluding the statement of particulars of employees under Rule 5(2). However, these are available for inspection during business hours up to the date of the forthcoming AGM at the registered office of the Company. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office address of the Company.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

During the financial year, a fire incident occurred on October 21, 2024, at one of the Company’s plants located in Ahmedabad, resulting in temporary suspension of operations until January 20, 2025. While no loss of life or injuries were reported, the affected assets are adequately insured, and the Company is in the process of filing insurance claims to recover the damage and related losses. There has been no material impact on the financials or operations of the business.

The Board of Directors had approved a proposal to raise funds up to Rs. 50 crores through the issuance of equity shares on a rights basis at its meeting held on November 13, 2024. However, in view of recent regulatory developments and evolving strategic funding requirements, the Board, through a resolution passed on June 12, 2025, decided to withdraw the proposed rights issue. Subsequently, post cancellation of the rights issue, the Company, vide its communication dated June 19, 2025, informed that a proposal for considering fund raising through a public issue of securities would be placed before the Board at its meeting scheduled on June 25, 2025. Owing to administrative exigencies, the said meeting was postponed, and there are currently no further updates in this regard to be shared with the shareholders.

It may be noted that these events have not had any material financial impact or commitments. There have been no other significant changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

RISK MANAGEMENT:

During the year under review, the Company has identified and evaluated elements of risk. The risk, inter-alia, further includes fluctuations in foreign exchange, Raw Material Procurement risk, Environmental and Safety Risk, Working Capital Risk, Market Risk and Business Operations Risk. The Company has put in place an Enterprise risk management policy which enables businesses to take faster, informed and quality decisions, encouraging a risk resilient culture.

The risk management framework defines the risk management approach of the Company and includes periodic review of such risk and also documentation, mitigating controls and reporting mechanisms of such risks.

In compliance with Regulation 21 of the Listing Regulations, your Company has a Risk Management Committee and the Committee, through its dynamic risk management framework continuously identifies, evaluates and takes appropriate measures to mitigate various elements of risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has clearly laid down policies, guidelines and procedures that form part of internal financial control systems, which provide for automatic checks and balances. Your Company has maintained a proper and adequate system of internal controls. The Company has appointed an Internal Auditor who periodically audits the adequacy and effectiveness of the internal controls laid down by the Management and suggests improvements. This ensures that all Assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorised, recorded and reported diligently. Your Company’s internal control systems are commensurate with the nature and size of its business operations. Internal Financial Controls are evaluated and Internal Auditors’ Reports are regularly reviewed by the Audit Committee of the Board. Statutory Auditors Report on Internal Financial Controls as required under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 is annexed with the Independent Auditors’ Report.

COMPLIANCE MANAGEMENT SYSTEM:

The Company with its sheer focus committed to achieve 100% compliance. We have adopted a third-party managed IT-based Compliance Management System. It has a repository of all applicable regulations and requisite compliances. It has an in-built alert system that sends alerts to the users and intimates concerned personnel about upcoming compliances.

INVESTOR EDUCATION AND PROTECTION FUND:

During the financial year, no amount was required to be transferred to the Investor Education and Protection Fund (IEPF). However, the unpaid dividend amounts along with the underlying shares pertaining to the final dividend for the financial year 2017–18 and the interim dividend for the financial year 2018–19 are scheduled to be transferred to the IEPF during the financial year 2025–26.

To inform the concerned shareholders, the Company, through its Registrar and Share Transfer Agent (RTA), has sent intimation letters requesting them to claim their respective unpaid dividend amounts from the Company’s Unclaimed Dividend Account within the prescribed period. Failing such claims, the amounts and corresponding shares will be transferred to the IEPF as per applicable rules.

Pursuant to the provisions of IEPF (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on March 31, 2025 on the website of the Company, at web link https://www.valiantorganics.com/ investors.php?action=showSubcat&id=8

RELATED PARTY TRANSACTIONS:

The Company has a Policy on Materiality of Related Party Transaction and dealing with Related Party Transaction. The said policy is available on the website of the Company at https://www.valiantorganics.com/assets/investors/related-party-transactions-policy.pdf

All related party transactions that were entered into during the FY 2024-25 were on an arm’s length basis and were in the ordinary course of the business. All transactions entered with related parties were in compliance with the applicable provisions of the Companies Act, 2013 read with the relevant rules made thereunder and the Listing Regulations.

All related party Transactions are placed before the Audit Committee for their review, ratification (wherever required) and approval. Prior Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis specifying the nature, value and terms and conditions of the transactions.

The details of related party transactions are provided in the accompanying financial statements.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of Companies Act, 2013, as prescribed in Form AOC-2 under Rule 8 (2) of the Companies (Accounts) Rules, 2014 is enclosed as Annexure-C.

The transactions entered by the Company during the Financial Year under review were in conformity with the Company’s Policy on Related Party Transactions.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 forms part of the notes to the Financial Statement of the Company.

In line with the Company’s commitment towards procuring power through renewable resources and optimize the energy costs, the Company has on April 24, 2025, entered into a “Share Subscription and Shareholders’ Agreement” with Prozeal Green Power Private Limited and Pro-Zeal Green Power Eight Private Limited, a Special Purpose Vehicle (SPV) formed for providing, developing, constructing, operating and maintaining renewable energy projects, for subscription of 26.25% of the Equity Shares of SPV. The investment shall also be made through subscription of Compulsory Convertible Debentures, as per the terms of the Agreement.

DEPOSITS:

The Company has not accepted any deposits from the public and as such, no amount on account of Principle or interest on deposits from the public was outstanding as on the date of the Balance Sheet.

The Company does not have any deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

CREDIT RATING:

In April 2024, CRISIL Ratings assigned a rating of ‘CRISIL A/ Negative’ for the Company’s long-term loan facilities and ‘CRISIL A1’ for its short-term loan facilities. Subsequently, in June 2024, CRISIL downgraded the ratings to ‘CRISIL A-/ Negative’ for long-term and ‘CRISIL A2+’ for short-term loan facilities. The revised ratings assigned in June 2024 were reaffirmed by CRISIL in May 2025.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

Amarjyot Chemical Limited (ACL), which was amalgamated with the Company pursuant to the order of the Hon’ble National Company Law Tribunal, Ahmedabad Bench, dated March 8, 2019, had not complied with Section 134(3)(o) of the Companies Act, 2013, relating to Corporate Social Responsibility (CSR) for the financial year 2014–15. In this regard, the Registrar of Companies (ROC), Mumbai, issued notices to ACL and its then three Directors for non-compliance under Sections 134 and 135 of the Act. To regularize the matter, a compounding application was filed with the ROC on August 27, 2024, requesting leniency in view of the subsequent amalgamation of ACL with the Company. Following a hearing, the Regional Director, Mumbai issued an interim order on February 17, 2025, directing the Company and the former Directors of ACL to pay compounding penalties. In compliance with the order, the Company paid a compounding penalty of

` 2.5 lakhs on March 6, 2025, and the matter was formally concluded by the ROC through an order dated March 17, 2025.

This matter is not considered material and does not impact the financials, operations, or going concern status of the Company. Except as stated above, no other material orders have been passed by any Court or Regulator that would affect the Company’s future operations. Further, any other notices, communications or penalty orders received from regulators have already been communicated to the stock exchanges in accordance with the applicable provisions of the Listing Regulations, either through periodical filings or separate communications. These matters are not significant or material in nature.

SAFETY, HEALTH AND ENVIRONMENT:

The Company operates according to the best practices with regards to environment, health, safety and quality standards. With a strong commitment to Environment, Health and Safety (EHS) norms, the Company conducts regular EHS and O&M training & tool Box talks of employees. The Company conducts the various safety audits, EHS campaigns, celebrates National Safety week and Environment Day to create awareness and commitment to working safely and to raise awareness about EHS protocols that one should follow in order to avoid accidents and mishaps at the workplaces. The Company motivates employees to maintain safety practices in the field.

The Company implemented necessary EHS management procedures. The Company creates a culture of learning and practicing Health, Safety and Environment systems, and procedures among all its employees and contractors.

The Company complies with all statutory requirements concerning Health, safety and environment.

The Company practises eco-friendly manufacturing with minimal to zero discharge of harmful pollutants.

Out of six manufacturing units, five are Zero Liquid Discharge Units. The Company has worked towards reducing plants’ energy requirement per unit of output and achieved moderate cost savings by converting high-pressure steam from manufacturing processes to power the plants.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism and Whistle Blower Policy for its Directors and employees to report concerns about unethical behaviour, actual or suspected fraud, actual or suspected leak of Unpublished Price Sensitive Information or violation of Company’s Code of Conduct. It also provides for adequate safeguards against the victimisation of employees who avail of the mechanism, and allows direct access to the Chairperson of the Audit Committee in exceptional cases. Further, your Company has prohibited discrimination, retaliation, or harassment of any kind against any employee who reports under the Vigil Mechanism or participates in the investigation.

The said Policy has been posted on the website of the Company and the web link thereto is www.valiantorganics. com/assets/investors/Whistle%20Blower%20Policy.pdf

AUDITORS AND REPORTS:

Statutory Auditors and their Audit Report for the year ended March 31, 2025:

Upon receipt of approval from the shareholders at the 18^th AGM of the Company, Gokhale & Sathe, Chartered Accountants, have been appointed as the Statutory Auditors of the Company to hold office for a second term of five years from the conclusion of the 18^th AGM held on September 15, 2023, till the conclusion of the 23^rd AGM to be held in 2028. The requirement for the ratification of auditor’s appointment at every AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7, 2018.

The Auditors have issued an unmodified opinion on the Financial Statements, both standalone and consolidated for the financial year ended March 31, 2025. The said Auditors’ Report(s) for the financial year ended March 31, 2025 on the financial statements of the Company forms part of this Annual Report.

The Auditors Report for the financial year ended March 31, 2025 does not contain any qualification, adverse remark or reservation and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The Auditors had not reported any fraud under Section 143(12) of the Companies Act, 2013 and therefore no details are required to be disclosed under Section 134 (3)(ca) of the Companies Act, 2013.

Cost Auditors:

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Rules, 2014, the Company is required to maintain cost accounting records and have them audited every year. The Cost accounts and records as required to be maintained are duly made and maintained by the Company.

The Board has re-appointed Ketaki D. Visariya, Cost Accountants, (Membership No.16028) as the Cost Auditor of the Company for Financial Year 2025-26 under Section 148 and all other applicable provisions Companies Act 2013.

The remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution for seeking Member’s ratification for the remuneration payable to Ketaki D. Visariya, Cost Accountant, is included in the Notice convening the Annual General Meeting.

Secretarial Auditor and their Audit Report for the year ended March 31, 2025:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company had appointed CS Sunil M. Dedhia (COP No. 2031), Proprietor of Sunil M. Dedhia & Co., Company Secretary in Practice to undertake the Secretarial Audit of the Company for the financial year ending March 31, 2025.

Pursuant to provisions of Section 204(1) of the Companies Act, 2013 and Regulation 24A of the Listing Regulations, the Secretarial Audit Report for the Financial year ended March 31, 2025 issued by CS Sunil M. Dedhia (COP No. 2031), Company Secretary in Practice is annexed as Annexure- D and forms an integral part of this Report. During the year under review, the Secretarial Auditor had not reported any fraud under Section 143(12) Companies Act 2013. The Secretarial Auditor’s Report contains some disclosure of facts which are self-explanatory and do not need any further comments.

However, the members are requested to note that the Company has complied with the prescribed regulation within the timeline mentioned in the Listing Regulations. Further, based on recent orders passed by the Hon’ble Securities Appellate Tribunal supporting its view that the alleged non-compliance was not justified, the Company has filed waiver applications with the stock exchanges. The outcome of these applications is awaited as on the date of this Report. The members of the Company hereby further requested to refer Corporate Governance Report for the details of Non-compliance.

Further, pursuant to the provisions of Regulation 24A & other applicable provisions of the Listing Regulations, Section 204 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors at their respective meetings held on August 13, 2025 have approved and recommended for approval of Members, appointment of M/s Mehta & Mehta, Practicing Company Secretaries (Firm Registration Number: P1996MH007500) as the Secretarial Auditor of the Company for a term of 5 (five) consecutive years, commencing from FY 2025-26 to the FY 2029-30. They have confirmed their eligibility and qualification required under Companies Act 2013 and the Listing Regulations for holding the office, as the Secretarial Auditor of the Company.

A detailed proposal for appointment of Secretarial auditor is made available and forms part of the Notice of Annual General Meeting.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31, 2025 shall be available in prescribed format on the Company’s website on https://www.valiantorganics.com/ assets/investors/mgt-07-2024-25-vol.pdf

CORPORATE GOVERNANCE:

Corporate Governance essentially involves balancing the interests of a Company’s stakeholders. The Company is committed to good Corporate Governance practices and the Corporate Governance practices of the Company are a reflection of its values, policies and relationship with our stakeholders.

Your Company has complied with the mandatory Corporate Governance requirements stipulated under the Listing Regulations. A separate Report on Corporate Governance is annexed hereto forming part of this report together with the requisite certificate from Gokhale & Sathe, Chartered Accountants as stipulated under the Listing Regulations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, Management Discussion and Analysis Report, capturing your Company’s performance, industry trends and other material changes with respect to your Company’s and its subsidiaries, wherever applicable, for the year under review is presented in a separate section forming part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING (BRSR):

In terms of the Regulation 34(2)(f) of the Listing Regulation read with the guidelines prescribed under the Notice / Circular published by BSE Limited (Notice No.: 20240510-48) and National Stock Exchange of India Limited (Circular Ref. No: NSE/CML/2024/11) on May 10, 2024, Business Responsibility and Sustainability Report for the Financial Year 2024-25 describing the initiatives taken by the Company from an Environment, Social and Governance perspective, is available on the website of the Company at https://www.valiantorganics. com/assets/investors/brsr-2024-25.pdf

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has constituted an Internal Complaints Committee, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has a policy and framework for employees to report sexual harassment cases at workplace. The Company’s process ensures complete anonymity and confidentiality of information.

The Company has Zero tolerance towards any action on the part of any one which may fall under the ambit of Sexual Harassment at workplace and is fully committed to uphold and maintain the dignity of every woman working with the Company.

During the year under review, the HR Dept. had conducted training for awareness on the subject – PoSH, amongst the employees of the Company.

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

The below table provides details of cases / complaints received and disposed during the Financial year 2024-25.

During the year, the Company has also complied with the provisions relating to the Maternity Benefit Act, 1961.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, as amended from time to time, are provided in Annexure–E to this report.

SECRETARIAL STANDARDS COMPLIANCE:

During the year under review, the Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF VALUATION AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the Financial Year 2024-25, the Company has not made any settlement with its bankers for any loan / facility availed or / and still in existence.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE FINANCIAL YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2024-25, there was no application made and proceeding initiated / pending by any Financial and / or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016 (the “Code”). Further, there is no application or proceeding pending against your Company under the Code.

GREEN INITIATIVE:

Your Company has adopted a green initiative to minimize the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic form to all members whose email addresses are available with the Company. Your Company appeals to other members to also register themselves for receiving the Annual Report in electronic form.

ACKNOWLEDGEMENT:

The Board of Directors places on record its sincere appreciation for the dedicated services rendered by the employees of the Company at all levels and the constructive cooperation extended by them. Your Directors would like to express their grateful appreciation for the assistance and support by all Shareholders, Government Authorities, Auditors, financial institutions, Customers, employees, suppliers, other business associates and various other stakeholders.