Directors Report of Valiant Organics Ltd.

Mar 31, 2025

Your Board of Directors ("Board”) are pleased to present this 20^th (Twentieth) Annual Report of Valiant Organics Limited (the
"Company”/"VOL7"Valiant”) along with the Audited Financial Statements and Report of Auditors thereon for the Financial Year
ended March 31, 2025.

COMPANY''S FINANCIAL HIGHLIGHTS:

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue From Operations	71,876.18	67,719.21	71,876.18	72,305.94
Other Income	811.28	292.54	863.65	930.07
Total Income	72,687.45	68,011.75	72,739.83	73,236.01
EBITDA	6,180.92	4,246.37	6,231.34	4,755.05
Depreciation & Amortisation	3,576.04	3,397.32	3,576.04	3,492.49
Profit before Finance Costs	2,604.88	849.05	2,655.30	1,262.56
Finance Costs	2,363.88	1,937.99	2,363.90	1,634.34
Profit before Exceptional income	240.99	(1,088.94)	291.40	(371.78)
Exceptional Items	-	575.00	(76.23)	(497.55)
Profit before Tax	240.99	(513.93)	215.17	(869.32)
Total Tax Expenses	540.83	(209.59)	557.93	(29.67)
Net Profit for the period	(299.84)	(304.34)	(342.76)	(839.65)
Other Comprehensive Income	(92.70)	70.74	(95.41)	70.74
Total of profit and other comprehensive income for the period	(392.54)	(233.60)	(438.16)	(768.91)
Earnings Per Share (in '')
Basic	(1.09)	(1.12)	(1.24)	(3.07)
Diluted	(1.09)	(1.09)	(1.24)	(3.00)

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.valiantoraanics.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.

I n 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-BI
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.

I n 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.

I n 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.

Particulars	No. of Complaints
Number of cases / complaints pending at the beginning of the financial year	0
Number of cases / complaints of sexual harassment received and filed during the financial year	0
Number of cases / complaints disposed off during the financial year	0
Number of cases / complaints pending for more than ninety days	0
Number of cases / complaints pending at the end the financial year	0

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.

For and on Behalf of the Board

Sd Sd

Shri Sathiababu K. Kallada Shri Mahek M. Chheda

Place: Mumbai Managing Director Executive Director and CFO

Date: August 13, 2025 DIN:02107652 DIN: 06763870

---

Mar 31, 2024

Your Board of Directors (the "Board") are pleased to present this 19^th (Nineteenth) Annual Report of Valiant Organics Limited (the "Company"/ "VOL") along with the Audited Financial Statements and Report of Auditors thereon for the Financial Year ended March 31,2024.

COMPANY''S FINANCIAL HIGHLIGHTS

('' in Lakhs)
	Standalone		Consolidated
Particulars	March 31, 2024	March 31, 2023	March 31, 2024	March 31,2023
Revenue From Operations	67,719.21	91,161.80	72,305.94	1,05,180.48
Other Income	292.54	290.65	930.07	803.26
Total Income	68,011.75	91,452.45	73,236.01	1,05,983.74
EBITDA	4,246.37	13,291.22	4,755.05	17,226.44
Depreciation & Amortisation	3,397.32	2,762.62	3,492.49	2,918.93
Profit before Finance Costs	849.05	10,528.60	1,262.56	14,307.51
Finance Costs	1,937.99	1,053.89	1,634.34	1,079.27
Profit before Exceptional income	(1,088.94)	9,474.71	(371.78)	13,228.24
Exceptional Items	575.00	489.78	(497.55)	489.78
Profit before Tax	(513.93)	9,964.49	(869.32)	13,718.02
Total Tax Expenses	(209.59)	2,406.50	(29.67)	3,461.55
Net Profit for the period	(304.34)	7,557.99	(839.65)	10,256.47
Other Comprehensive Income	70.74	(111.44)	70.74	15.23
Total of profit and other comprehensive income for the period	(233.60)	7,446.55	(768.91)	10,271.70
Earnings Per Share (in '')
Basic	(1.12)	27.83	(3.07)	32.45
Diluted	(109)	27.02	(3.00)	31.50

OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE

On a Standalone basis, the Revenue from Operations for FY 2024 was '' 67,719.21 Lakhs, lesser by 25.72% over the previous year’s Revenue from Operations of '' 91,161.8 Lakhs. The profit after tax ("PAT") attributable to shareholders for FY 2024 was '' (304.34) Lakhs as against '' 7,557.99 lakhs for FY 2023.

On a Consolidated basis, the Revenue from Operations for FY 2024 was '' 72,305.94 Lakhs, lesser by 31.26% over the previous year’s Revenue from Operations of '' 105,180.48 Lakhs. The profit after tax ("PAT") attributable to shareholders for FY 2024 was '' (839.65) Lakhs as against '' 10,256.47 Lakhs for FY 2023.

On a Standalone basis, your Company’s Earnings Before Interest Depreciation and Taxes stood at '' 4,246.37 Lakhs in FY 2024 as compared to '' 13,291.22 Lakhs in FY 2023. Likewise Earning per share '' (1.12) (Basic) and '' (1.09) (Diluted) stood at in FY 2023-24 as compared to '' 27.83 (Basic) and '' 27.02 (Diluted) in FY 2022-23.

On a Consolidated basis, your Company’s Earnings Before Interest Depreciation and Taxes stood at '' 4,755.05 Lakhs in FY 2024 as compared to '' 17,226.44 Lakhs in FY 2023. Likewise Earning per share '' (3.07) (Basic) and '' (3.00) (Diluted) stood at in FY 2023-24 as compared to '' 32.45 (Basic) and '' 31.50 (Diluted) in FY 2022-23.

DIVIDEND

With a view to conserve resources for business expansion, your Directors do not recommend Final Dividend for the financial year 2023-24.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "Listing Regulations"), the top 1000 listed companies shall formulate a Dividend Distribution Policy (the "Policy"). Accordingly, the Policy was adopted to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its members and/or retaining profits earned by the Company. The policy is available on the website of the Company and the web link thereto is: https://www.valiantoraanics.com/assets/ investors/dividend-distribution-policy.pdf

TRANSFER TO RESERVES

The Company has not transferred any amount of profit to the reserves during the financial year under review.

SHARE CAPITAL

As on March 31, 2024, the Authorised Share Capital of the Company has not changed and stood at '' 40,00,00,000 comprising of 3,71,00,000 equity shares of ''10/- each, 20,00,000 Optionally Convertible Preference Shares of ''10/-each (OCPS), 40,000 Redeemable Non-Cumulative Preference Shares of '' 100/- each and 5,00,000 Redeemable Preference shares of ''10/- each.

- Allotment under Employees Stock Option Plan:

During the year under review, the Company has on August 8, 2023, allotted 16,000 equity shares under ''Valiant - Employees Stock Option Plan 2022".

- Conversion of OCPS in terms of Scheme of Merger by Absorption:

Allotment Committee of the Board of Directors of the Company has, pursuant to the SEBI settlement order and against the receipt of notices of conversion rights exercised in terms of and in accordance with the Scheme of Merger in respect of OCPS allotted there under and held by the concerned holders, at its meeting held on December 6, 2023, allotted 4,05,561 equity shares having a face value of '' 10/- each of the Company.

Considering these allotments, the issued, subscribed and paid-up capital of the Company as on March 31,2024 stood at '' 27,57,50,490/- consisting of 2,75,75,049 fully paid-up equity shares of face value '' 10/- each.

Apart from the above, there were no changes in the Share capital. 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 formulated ''Valiant - Employees Stock Option Plan 2022 (ESOP-2022)’ on April 30, 2022 which was approved by Members through Postal Ballot on June 15, 2022 to reward the eligible Employees of the Company and/ or its Subsidiary Company (ies)/Group Company (ies)/ Associate Company (ies) (present or future) in and/ or outside India for their performance and to motivate them to contribute to the growth and profitability of the Company. The Scheme aims to attract and retain talent in the organisation. The Company views Employee Stock Options as a means that would enable the employees to get a share in the value they create for the Company in future. ESOP-2022 has been formulated in accordance 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 would grant upto 10,00,000 Options to the eligible employees in one or more tranches, from time to time, which in aggregate shall be exercisable into not more than 10,00,000 Shares of face value of '' 10/- each fully paid up, with each such Option conferring a right upon the Employees to apply for one Share in the Company in accordance with the terms and conditions as may be decided under the ESOP-2022.

During the year under review, 24,000 options have been granted to the eligible employees in terms of the ESOP-2022 and no employee was granted options equal to or exceeding 1% of the issued share capital of the Company.

Further, the statutory disclosures as required under the Companies Act, 2013 and SEBI SBEB and Sweat Equity Regulations and a certificate from CS Sunil M. Dedhia (COP No. 2031), Secretarial Auditor of the Company, confirming implementation of the Scheme in accordance with the provisions of SEBI SBEB and Sweat Equity Regulations is available on the website of the Company at https://www. valiantorganics.com/assets/investors/vol-disclosure-reg-14. pdf

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company as on March 31,2024 has 2 (two) subsidiaries namely, Valiant Speciality Chemical Limited, and Dhanvallabh Ventures LLP

During the year, in accordance with the allotment of Equity Shares through the Initial Public Offering (IPO) by Valiant Laboratories Limited, an indirect material subsidiary, become an indirect Associate Company of VOL w.e.f. October 4, 2023. As on March 31,2024, 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 Annual 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 31,2024, 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 2023-24, 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, 2024, the Board comprises 12 (Twelve) Directors out of which 6 (six) are Executive Directors, 2 (two) are Non-Executive Directors and 4 (four) are 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 recommendations of the Nomination & Remuneration Committee at its meeting held on May 19, 2023, appointed Dr. Sudhirprakash B. Sawant (DIN: 02343218) as an Additional Independent Director of the Company for a period of five years w.e.f. May 19, 2023 and such appointment was approved by the Members through Postal Ballot on July 11, 2023. The members by passing special resolution approved his continuation as an Independent Director of the Company for the said term of Five years, notwithstanding he attains the age of 75 years during his tenure as an Independent Director.

Shri. Sathiababu K. Kallada (DIN: 02107652), Executive Director and Dr. Kiritkumar H. Desai (DIN: 08610595), Non-Executive Non-Independent Director of the Company, who retired by rotation in terms of Section 152(6) of the Companies Act, 2013 were re-appointed at the 18^th Annual General Meeting held on September 15, 2023.

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. Nemin M. Savadia (DIN: 00128256) and Shri. Santosh S. Vora (DIN: 07633923), 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. Nemin M. Savadia and Shri. Santosh S. Vora, 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:

After completion of the financial year, Shri. Arvind K. Chheda (DIN: 00299741) who was appointed as the Managing Director of the Company, has retired from the post of Managing Director pursuant to completion of his tenure with effect from

the closure of business hours on April 19, 2024. The Board placed on record its appreciation for his valuable contribution to the Company. Further, due to personal commitments, Smt. Avani D. Lakhani, Company Secretary and Compliance Officer of the Company has resigned from the employment of the Company with effect from closure of business hour on April 15, 2024. The Board placed on record its appreciation for her valuable contribution 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 the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Listing Regulations and are independent from the 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.

Familiarisation Programmes:

The Company has a Familiarisation programme for its Independent Directors which is imparted at the time of appointment of an Independent Director on the Board as well as annually. During the year, the Independent Directors of the Company were familiarised and the details of familiarisation programmes imparted to them are placed on the website of the Company and the web link thereto is: https://www.valiantorganics.com/assets/investors/details-of-familiarisation-programme-2023-24.pdf

Number of Meetings of the Board:

The Board met 4 (four) times during the Financial Year 2023-24. 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:

As on March 31, 2024 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. Mahek M. Chheda- Executive Director and Chief Financial Officer

iv) Smt. Avani D. Lakhani - Company Secretary (Resigned w.e.f. April 15, 2024)

v) 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(3)(c) of the Companies Act, 2013:

a. That in the preparation of the annual financial statements for the year ended March 31, 2024, 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 systems 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 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 shareholders interest and enhancing shareholders value, experience and expertise to provide feedback, and guidance to the top management on business strategy, governance, risk and understanding of the organisation''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 31,2024, 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)

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

Details of all the 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 (CSR)

The Company''s CSR initiatives and activities are aligned to the requirements of Section 135 of the Companies Act, 2013. The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-B of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

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

• Education & Skill Development

• Childcare & Healthcare Facilities

• Women Empowerment

• Environment Sustainability

• Social Welfare

• Disaster relief and rehabilitation

• 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

Human resources have always been of supreme importance at Valiant as they are the growth-drivers and the mainstay of the organisation. The prominence of the people of the organisation stems from the belief that they are the authors of the Company''s success story. Integral to the Company''s approach, Human resource development is its distinctive strategy. The strategy ensures developing and nurturing a team of competent, passionate and inspiring leaders who would turn to be the scribes of a promising future''s slate. Thus, building a future ready organisation through true to type learning, innovation and world-class execution. The Company believes that the alignment of all employees to a shared vision and purpose is crucial for succeeding in the marketplace. Further it recognises the mutuality of interest with key stakeholders and is committed to building harmonious employee relations.

VOL is confident that its employees will relentlessly strive to meet the growth agenda, deliver world class performance and innovate newer things. They will thus uphold human dignity,

foster team spirit and discharge their role as ''trustees’ of all stakeholders with true faith and allegiance.

The Company cares for its people, customers, suppliers, and community which is reflected in the Company’s policy, programs and development efforts. As of March 31, 2024, the Company had 1,073 permanent employees at its manufacturing plants and administrative office.

NOMINATION AND REMUNERATION POLICY

Your Company has in place a Nomination and Remuneration Policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy also lays down criteria for selection and appointment of Board Members. The remuneration paid to the Directors, Key Managerial Personnel and Senior Management of the Company is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

During the year, pursuant to exercise of stock options, value of remuneration paid to one of the Non-Executive Directors, Dr. Kiritkumar H. Desai exceeds the permissible limit of remuneration for the Non-Executive Directors under the relevant provisions of the Companies Act, 2013 read with Schedule V thereof and applicable provisions of the Listing Regulations, as the Company incurred loss during the financial year 2023-24. In view of this, the Nomination and Remuneration Committee and the Board of Directors of the Company, in their respective meeting held on May 24, 2024, have approved the proposal to seek approval of the shareholders by a special resolution for waiver of recovery of excess remuneration paid to Dr. Desai. Accordingly, a special resolution for waiver of recovery of excess remuneration paid to Dr. Desai has been placed in detail as item no. 11 in the Notice of Annual General Meeting of the Company, for the approval of the shareholders.

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 annual 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(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-Bl and forms part of this report.

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 There are no other material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year to which these financial statements relate and the date of the 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 unauthorised 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.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There are no amount due to be transferred to the IEPF account.

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 2023-24 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 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 & 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 the 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.

DEPOSITS

The Company has not accepted any deposits from the public and as such, no amount on account of principal 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.

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

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

However, during the year under review, the Company had received a notice from Gujarat Pollution Control Board (GPCB) for Company’s manufacturing plant situated at Plot No: 918 & 919, GIDC Jhagadia, Bharuch, Gujarat directing closure of operations. After submission of necessary compliances as well as justification, GPCB granted revocation to the closure order issued for Company’s said manufacturing plant. Necessary disclosures have been submitted to stock exchanges.

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 & 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 implemented necessary EHS management procedures.

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 behavior, 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 & their Audit Report for the year ended March 31, 2024

During the year, in view of provisions of section 139 of the Companies Act, 2013 and the rules made thereunder, the Board, upon recommendation of the Audit Committee, approved the re-appointment of Gokhale & Sathe Chartered Accountants (Firm Registration No: 103264W) as the Statutory Auditor of the Company for a second term of five years, subject to the approval of the shareholders.

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 Auditor 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, 2024. The said Auditors’ Report(s) for the financial year ended March 31, 2024 on the financial statements of the Company forms part of this Annual Report.

The Auditors Report for the financial year ended March 31, 2024 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 the Financial Year 2024-25 under Section 148 and all other applicable provisions of the 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 Accountants, is included at the notice convening the Annual General Meeting.

Secretarial Auditor and their Audit Report for the year ended March 31, 2024

Pursuant to the provisions of Section 204 of Companies Act, 2013 and rules made thereunder, the Board had appointed CS Sunil M. Dedhia (COP no. 2031), Proprietor of Sunil M. Dedhia & Co, Practicing Company Secretaries to undertake Secretarial audit of the Company.

The Secretarial Audit Report is included as Annexure-D and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimer. During the year under review, the Secretarial Auditor 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.

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, 2024 shall be available in prescribed format on the Company’s website on www.valiantorganics.com

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 & 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 2023-24 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/vol-business-responsibility-and-sustainability-report-fy24.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.

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 complaints received/ disposed during the Financial year 2023-24.

Particulars	No. of
	Complaints
Number of complaints at the beginning of the financial year	0
No. of complaints filed and resolved during the financial year	0
No. of complaints pending at the end the financial year	0

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 annual 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 2023-24, 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 2023-24, 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 minimise 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.

---

Mar 31, 2023

Your Directors ("Board") present this 18^th (Eighteenth) Annual Report of Valiant Organics Limited ("the Company"/ "VOL") along with the Audited Financial Statements and Report of Auditors thereon for the Financial Year ended March 31, 2023.

COMPANY''S FINANCIAL HIGHLIGHTS (f in Lakhs)

Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue From Operations	91,161.80	94,844.73	1,05,180.48	1,15,327.1 1
Other Income	290.65	330.79	803.26	741.75
Total Income	91,452.45	95,175.52	1,05,983.74	1,16,068.86
EBITDA	13,291.22	17,059.80	17,226.44	21,226.84
Depreciation & Amortisation	2,762.62	2,729.44	2,918.93	2,961.89
Profit before Finance Costs	10,528.60	14,330.36	14,307.51	18,264.95
Finance Costs	1,053.89	635.38	1,079.27	647.93
Profit before Exceptional income	9,474.71	13,694.97	13,228.24	17,617.02
Exceptional Items	489.78	-	489.78
Profit before Tax	9,964.49	13,694.97	13,718.02	17,617.02
Total Tax Expenses	2,406.50	3,401.15	3,461.55	4,825.74
Net Profit for the period	7,557.99	10,293.82	10,256.47	12,791.28
Other Comprehensive Income	-111.44	71.88	15.23	59.57
Total of profit and other comprehensive income for the period	7,446.55	10,365.71	10,271.70	12,850.85
Earnings Per Share (in Rs.)
Basic	27.83	37.91	32.45	41.72
Diluted	27.02	36.81	31.50	40.51

OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE

On a Standalone basis, the Revenue from Operations for FY 2022-23 was f 91,161.80 Lakhs, lesser by 3.88% over the previous year''s Revenue from Operations of f 94,844.73 Lakhs. The profit after tax ("PAT") attributable to shareholders for FY 2022-23

was f 7,557.99 Lakhs as against f 10,293.82 lakhs for FY 2021-22.

On a Consolidated basis, the Revenue from Operations for FY 2022-23 was f 1,05,180.48 Lakhs, lesser by 8.80 % over the

previous year''s Revenue From Operations of f 1,15,327.1 1 Lakhs. The profit after tax ("PAT") attributable to shareholders for FY 2022-23 was f 10,256.47 Lakhs as against f 12,791.28 Lakhs for FY 2021-22.

On a Standalone basis, Earning per share f 27.83 (Basic) and f. 27.02 (Diluted) stood at in FY 2022-23 as compared to f 37.91 (Basic) and f36.81 (Diluted) in FY 2021-22.

On a Consolidated basis, Earning per share f 32.45 (Basic) and f 31.50 (Diluted) stood at in FY 2022-23 as compared to f 41.72 (Basic) and f40.51 (Diluted) in FY 2021-22.

DIVIDEND

During the year, the Board has declared Interim Dividend @ f 1/- (@10%) each per share. With a view to conserve resources for business expansion, your Directors do not recommend Final Dividend for the financial year 2022-23. The interim dividend payout was in accordance with the Dividend Distribution Policy which is available on the website of the Company.

DIVIDEND DISTRIBUTION POLICY

As per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the top 1000

listed companies shall formulate a Dividend Distribution Policy ("the Policy''). Accordingly, the Policy was adopted to set out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to its members and/or retaining profits earned by the Company.The policy is available on the website of the Company and the web link thereto is:https://www. valiantorganics.com/assets/investors/dividend-distribution-policy.pdf

TRANSFER TO RESERVES

The Company has not transferred any amount of profit to the reserves during the financial year under review.

CHANGE IN SHARE CAPITAL

As on March 31, 2023, the Authorized Share Capital of the Company stood at f 40,00,00,000 comprising of 3,71,00,000 equity shares of f10 each and 20,00,000 Optionally Convertible Preference Shares of f10/- each (OCPS) and 40,000 Redeemable Non-cumulative Preference Shares of f100/- each and 5,00,000 redeemable preference shares of f10 each.

During FY 2022-23 there was no change in the share capital of the Company.

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 formulated ''Valiant - Employees Stock Option Plan-2022 (ESOP-2022)'' on April 30, 2022 which was approved by Members through postal ballot on June 15, 2022 to reward the eligible Employees of the Company and/ or its Subsidiary Company(ies)/Group Company(ies)/ Associate Company(ies) (present or future) in India and/ or outside for their performance and to motivate them to contribute to the

growth and profitability of the Company. The Scheme aims to attract and retain talent in the organization. The Company views Employee Stock Options as a means that would enable the Employees to get a share in the value they create for the Company in future. ESOP-2022 has been formulated in accordance with the provisions of the Companies Act, 2013 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021(SEBI SBEB and Sweat Equity Regulations).

Under the ESOP-2022, the Company would grant upto 10,00,000 Options to the eligible Employees in one or more

tranches, from time to time, which in aggregate shall be exercisable into not more than 10,00,000 Shares of face value of Rs. 10/- each fully paid up, with each such Option conferring a right upon the Employees to apply for one Share

in the Company in accordance with the terms and conditions as may be decided under the ESOP-2022.

During the year under review, 16,000 options have been granted to the eligible employees in terms of the ESOP-2022

and no employee was granted options equal to or exceeding 1% of the issued share capital of the Company.

Further, the statutory disclosures as required under the Companies Act, 2013 and SEBI SBEB and Sweat Equity Regulations and a certificate from CS Sunil M. Dedhia (COP No. 2031),Secretarial Auditor of the Company, confirming implementation of the Scheme in accordance with the provisions of SEBI SBEB and Sweat Equity Regulations and the resolution passed by the shareholders is available on the website of the Company at https://www.valiantorganics. com/investors.php?action=showSubcat&id=3 and will be available for electronic inspection by the members during the AGM of the Company.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company as on March 31, 2023 has 2(Two) direct subsidiaries namely, Valiant Speciality Chemical Limited and Dhanvallabh Ventures LLP. Further, the Company has 2(two) indirect subsidiaries namely Valiant Laboratories Limited(converted from a partnership Firm- Bharat Chemicals on August 16,2021) and Valiant Advanced Sciences Private Limited (incorporated on July 08,2022).

The Company does not have any Joint Venture or Associate Company within the meaning of Section 2(6) of the

Companies Act, 2013.

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 an 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

The Company has 1(one) material subsidiary Company Valiant Laboratories Limited, as it fulfills the criteria given under Regulation 16(1)(c) of the Listing Regulations. Pursuant to Regulation 24A of Listing Regulations, Secretarial Audit Report as prescribed in section 204 of the Companies Act, 2013 for the material subsidiary Company Valiant Laboratories Limited for the Financial year ended March 31,2023 is annexed as Annexure-D2 and forms an integral part of this Report.

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 & Regulation 33 of Listing Regulations and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company and its subsidiaries, 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, 2023, the Board comprises 12 (Twelve) Directors out of which 6 (six) are Executive Directors, 2 (Two) Non-Executive Directors and 4 (Four) Non-Executive Independent Directors. The Chairman

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, Shri Santosh S. Vora (DIN: 07633923) was appointed as an Additional Director by the Board w.e.f. May 01, 2022 and appointed as a Non-Executive Director by members through Postal Ballot on June 15, 2022. Shri Nemin

M. Savadia (DIN: 00128256) and Shri Siddharth D. Shah (DIN:

07263018) were appointed as Additional Directors of the

Company by the Board w.e.f. May 01, 2022 and June 01, 2022 respectively and their appointment as the Executive Directors of the Company was approved by members through Postal Ballot on June 15, 2022. Shri Sathiababu K. Kallada (DIN: 02107652), Non-Executive Director''s appointment as an Executive Director was approved by the members w.e.f. May 01, 2022 through Postal Ballot on June 15, 1022. Shri Vishnu J. Sawant (DIN 03477593) was reappointed as an Executive Director of the Company w.e.f July 01, 2022 as approved by members through Postal Ballot on June 15, 2022.

Further, the Board of Directors based on the recommendations of the Nomination & Remuneration Committee at its meeting held on August 04, 2022, appointed Shri Navin C. Shah (DIN: 01415556) and Smt. Sonal A. Vira (DIN: 09505883) as an Additional Independent Director of the Company for a period of three years w.e.f. August 04, 2022 and Shri Mahek M. Chheda (DIN: 06763870) was reappointed as an Executive Director of the Company for the further period of Five years w.e.f. July 06,2023 and such appointment/ reappointment were also approved by the Members at the 17^th Annual General Meeting held on September 28, 2022.

Shri Mahek M. Chheda and Shri Vishnu J. Sawant Executive Directors of the Company, who retired by rotation in terms of Section 152(6) of the Companies Act, 2013 were reappointed at the 17^th Annual General Meeting held on September 28, 2022.

Further, the Board of Directors based on the recommendations of the Nomination & Remuneration Committee at its meeting held on May 19, 2023, appointed Dr. Sudhirprakash B. Sawant (DIN: 02343218) as an Additional Independent Director of the Company for a period of five years w.e.f. May 19, 2023 and such appointment was approved by the Members through Postal Ballot on July 11, 2023. The members by passing special resolution approved his continuation as an Independent Director of the Company for the said term of Five years, notwithstanding he attains the age of 75 years during his tenure as an Independent Director.

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.

Dr. Kiritkumar H. Desai (DIN: 08610595) & Shri Sathiababu K. Kallada (DIN: 02107652), Directors being longest in the office

of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment. Based on 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 Dr. Kiritkumar H. Desai & Shri Sathiababu K. Kallada, 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

During the year, Shri Bijal D. Modi resigned as Director of the Company w.e.f. April 10, 2022 due to medical reasons. Shri

Mahesh M. Savadia and Shri Dinesh S. Shah resigned from the office of the Director effective from April 30, 2022 and May 30, 2022, respectively due to inability to give adequate time

to day to day operations of the Company. The Board placed on record its appreciation for their valuable contribution to the Company.

Smt. Jeenal K. Savla and Shri Dhirajlal D. Gala Independent Directors of the Company retired from directorship on account of completion of second consecutive term as Independent Directors w.e.f. June 30, 2022. The Board placed

on record its appreciation for valuable contribution during their tenure as an Independent Director of 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 fulfill the conditions specified in Companies Act, 2013 read with the

Schedules and Rules issued there under 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://valiantorganics.com/assets/investors/details-of-familirisation-programme-2022-2023.pdf

Number of Meetings of the Board

The Board met 5 (five) times during the Financial Year 202223. 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

As on March 31, 2023 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

ii) Shri Mahek M. Chheda- Executive Director and Chief

Financial Officer and

iii) Ms. Avani D. Lakhani- Company Secretary

During the year under review, there was no change in the Key Managerial Personnel of the Company.

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, 2023, 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 systems 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 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 interest and enhancing shareholder 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 Chairman, 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, 2023, the Board has constituted the following committees:

- Audit Committee

- Corporate Social Responsibility

- Nomination and Remuneration Committee

- Risk Management Committee

- Stakeholders Relationship Committee

- Finance and Investment Committee

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

Details of all the 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

The Company''s CSR initiatives and activities are aligned to the requirements of Section 135 of the Companies Act, 2013. The brief outline of the CSR policy of the Company and

the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-B of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

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

¦ Education & Skill Development

¦ Childcare & Healthcare Facilities

¦ Women Empowerment

¦ Environment Sustainability

¦ Social Welfare

¦ Disaster relief and rehabilitation

¦ 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

Human resources have always been of supreme importance at Valiant as they are the growth-drivers and the mainstay of the organization. The prominence of the people of the organization stems from the belief that they are the authors of the Company''s success story. Integral to the Company''s approach, Human resource development is its distinctive strategy. The strategy ensures developing and nurturing a team of competent, passionate and inspiring leaders who would turn to be the scribes of a promising future''s slate. Thus, building a future ready organisation through true to type learning, innovation and world-class execution. The Company believes that the alignment of all employees to a shared vision and purpose is crucial for succeeding in the marketplace. Further it recognises the mutuality of interest with key stakeholders and is committed to building harmonious employee relations.

VOL is confident that its employees will relentlessly strive to

meet the growth agenda, deliver world class performance and innovate newer things. They will thus uphold human dignity, foster team spirit and discharge their role as ''trustees'' of all stakeholders with true faith and allegiance.

The Company cares for its people, customers, suppliers, and community which is reflected in the Company''s policy,

programs and development efforts. As of March 31, 2023, the Company had 920 permanent employees at its manufacturing plants and administrative office.

NOMINATION AND REMUNERATION POLICY

Your Company has in place a Nomination and Remuneration Policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy also lays down criteria for selection and appointment of Board Members. The remuneration paid to the Directors, Key Managerial Personnel and Senior Management of the Company is as per the terms laid down in the Nomination and Remuneration Policy 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(2) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 is given

in Annexure and forms part of this report.

In terms of Section 136(1) of the Companies Act, 2013, the

Report and the Accounts are being sent to the Members excluding the aforesaid Annexure. Any Member interested in

obtaining a copy of the Annexure may write to the Company Secretary at the Registered Office of the Company for a copy of it.

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

There are no other material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year to which these financial statements relate and the date of the 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 & 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 Listing Regulations, Your

Company has a Risk Management Committee consisting of Shri Mulesh Savla (Chairperson), Shri Arvind Chheda, Shri Mahek Chheda. 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.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

There are no amount due to be transferred to the IEPF account.

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 2022-23 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 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 & 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.

DEPOSITS

The Company has not accepted any deposits from the public and as such, no amount on account of principal 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.

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

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

SAFETY HEALTH AND ENVIRONMENT

The Company operates according to the best practices with regards to environmental, health, safety and quality standards. With a strong commitment to Safety, Health and Environment (SHE) norms, the Company conducts regular safety training of employees and undertakes necessary safety management procedures.

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 UPSI or violation of Company''s Code of Conduct. It also provides for adequate safeguards against the victimization 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 https://www. valiantorganics.com/assets/investors/Whistle%2 0 Blower%20Policy.pdf

AUDITORS AND REPORTS

Statutory Auditors & their Audit Report for the year ended March 31, 2023

At the 13^th Annual General Meeting (AGM) held on September 29, 2018 Members had approved the appointment of Gokhale & Sathe Chartered Accountants (Firm Registration No: 103264W), as the Statutory Auditors for a period of 5 (five) years to hold office till the conclusion of 18^th AGM to be held in the year 2023. Accordingly, their first term as Statutory Auditors expires at the conclusion of the 18^th AGM.

Pursuant to the provisions of Section 139(2)(b) of the

Companies Act,2013, an audit firm can be appointed for two terms of five consecutive years each. Accordingly, the Board in its meeting held on May 19,2023 approved the reappointment of Gokhale & Sathe based on the recommendations of the Audit Committee and the same is subject to the approval of the Members of the Company. The Notice of ensuing 18^th AGM includes the proposal for seeking Members'' approval for the re-appointment of Gokhale & Sathe as the Statutory Auditors, for the second term of 5 (five) years commencing from the conclusion of the 18^th AGM until the conclusion of the 23^rd AGM to be held in the year 2028.

Gokhale & Sathe has provided their consent and a certificate of their eligibility under sections 139 and 141 of the Companies Act,2013 and the Companies (Audit and Auditors) Rules 2014 for their continuance as the Statutory Auditors of the Company for the second term of 5 (five) years. In terms of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI.

The Auditors have issued an unmodified opinion on the

Financial Statements, both standalone and consolidated for the financial year ended March 31, 2023. The said Auditors'' Report(s) for the financial year ended March 31, 2023 on the financial statements of the Company forms part of this

Annual Report.

The Auditors Report for the financial year ended March 31,

2023 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 Auditors

of the Company for Financial Year 2023-24 under Section 148 and all other applicable provisions of the 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 Accountants, is included at Item No. 11 of the notice convening the Annual General Meeting.

Secretarial Auditor & their Audit Report for the year ended March 31, 2023

Pursuant to the provisions of Section 204 of Companies Act,

2013 and rules made thereunder, the Board had appointed CS Sunil M Dedhia (COP no. 2031), Proprietor of Sunil M.

Dedhia & Co, Company Secretary in practice to undertake Secretarial audit of the Company.

The Secretarial Audit Report is included as Annexure-D1 and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimer. During the year under review, the Secretarial Auditor 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.

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, 2023 is available in prescribed format on the Company''s website on www.valiantorganics.com

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 to 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 forms an integral part of this Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING (BRSR)

The Listing Regulations mandate the inclusion of the Business

Responsibility & Sustainability Reporting as part of the Annual Report for top 1000 listed entities based on market capitalisation. BRSR for the year under review, as stipulated under Regulation 34 (f) of Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/CMD-2/P/aR/2021/562 dated May 10, 2021 is in a separate section forms an integral part of the Annual Report.

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.

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 complaints received/ disposed during the Financial year 2022-23.

Particulars	No. of Complaints
Number of complaints at the beginning of the financial year	0
No. of complaints filed and resolved during the financial year	0
No. of complaints pending at the end the financial year	0

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 2022-23, 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 2022-23, 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.

For and on Behalf of the Board

Arvind K. Chheda Mahek M. Chheda

Place: Mumbai Managing Director Executive Director

Date: May 19, 2023 DIN: 00299741 DIN: 06763870

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Mar 31, 2018

To,

The Members of,

VALIANT ORGANICS LIMITED

The Directors have pleasure in presenting the Thirteenth Annual Report together with the Audited Financial Statements and the Auditors’ Report for the financial year ended March 31, 2018.

FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)

Particulars	2017-18	2016-17
Revenue From Operations	12064	7339
EBIDTA	2789	1987
Depreciation and Amortization Expense	219	171
Profit/(Loss) from Operations before Other Income, Finance Costs and Exceptional Items	2422	1667
Other Income	148	150
Profit Before Finance Cost	2570	1816
Finance Costs	47	25
Net Profit Before Tax	2523	1791
Tax Expense	890	629
Net Profit After Tax	1634	1162
Earnings Per Share	27.86	19.81

FINANCIAL PERFORMANCE

Your Company reported Total Income of Rs. 12064 Lakhs for FY 2017-18 as compared to Rs. 7339 Lakhs for FY 2016-17. Your Company’s Earnings before Interest Depreciation and Taxes (EBIDTA) stood at Rs. 2789 Lakhs as compared to Rs. 1987 Lakhs for FY 2016-17, registering a healthy growth. Net Profit after Tax (PAT) for the financial Year 2017-2018 is Rs. 1634 Lakhs as compared to last year of Rs. 1162 Lakhs. EPS surged to Rs. 27.86 for FY 2017-18 as compared to Rs. 19.81 for FY 2016-17.

DIVIDEND

Based on the Company’s performance your Directors are pleased to recommend a Final Dividend of Rs. 4 (@40%) per Share so that total dividend outlay including interim dividend of Rs. 2.5 for FY 2017-18 will be Rs. 6.5 per share (Previous year Rs. 5 per Share) or Rs. 381 Lakhs (Previous year’s Rs. 293 Lakhs) in total.

Since there was no unpaid/unclaimed Dividend, the provisions of Section 125 of the Companies Act, 2013 relating to transfer of unpaid/unclaimed Dividend to Investor Education and Protection Fund did not apply.

TRANSFER TO RESERVES

The Company has transferred Rs. 163 Lakhs to General reserve for FY 2017-18 as against Rs. 116 for FY 2016-17.

SHARE CAPITAL

In terms of the Scheme of Amalgamation approved by the National Company Law Tribunal (NCLT), Mumbai Bench, on January 01, 2018, Abhilasha Tex- Chem Limited (Transferor Company) has been merged with the Company with effect from February 21, 2018, upon filing of certified Copy of order with the Registrar of the Companies. The said Scheme has become operational and effective from July, 01, 2017 (Appointed Date), pursuant to which the authorized capital of the

Transferor Company has got merged with that of the Company, and consequently, the Authorized Capital of the Company has increased to Rs. 1,05,000,000.

The Company had allotted additional 2,224,030 Equity Shares of Rs. 10/- each on March 15, 2018 to the shareholders of Abhilasha Tex-chem Limited (Transferor Company) in terms of the said Scheme. Listing approval for these shares on BSE Limited was received on April 18, 2018 and Trading Approval for these shares was effective from May 25, 2018 on BSE Limited. The paid up share capital of the Company as on March 31, 2018 stood at Rs. 5,86,43,500 divided in to 58,64,350 Equity Shares of Face value of Rs. 10/- each.

Apart from the above, there was no change in the Share Capital of the Company during the Financial Year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), is presented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

Since the Company has listed its securities on SME platform of BSE Limited during the year under review, the provisions of Corporate Governance as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of subregulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulation, 2015 are not applicable to the Company for the financial year ended March 31, 2018.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) CONSERVATION OF ENERGY

B) TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

C) FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings: - Rs. 2661 Lakhs (Previous Year: Rs. 2311) Foreign Exchange Outgo: - Rs. 2812 Lakhs (Previous Year: Rs. 1602)

DIRECTORS / KEY MANAGERIAL PERSONNEL

Shri Vishnu J. Sawant, Whole time Director retires by rotation in terms of provisions of the Act at the ensuing Annual General Meeting of the Company and offers himself for re-appointment.

Shri Mahesh M. Savadia was appointed as an additional director and whole time Director by the Board effective from February 10, 2018. His term as an additional director is expiring on the date of ensuing AGM. Board recommends for his appointment as Director and your approval for his appointment as the Whole time Director as such.

Shri Mahek M. Chheda had been appointed as the Whole time Director, Shri Dattatray S. Galpalli and Shri Chandrakant V. Gogri had been appointed as Non-executive Directors and Shri Velji K. Gogri had been appointed as an Independent Director in the Annual General Meeting held on August 16, 2017.

Shri Chandrakant V. Gogri has resigned from the Directorship effective from March 25, 2018.

MEETINGS OF THE BOARD

During the year, 6 (Six) meetings of Board of Directors and one meeting of Independent Directors were held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Details of Board meetings attended by Board of Directors :

Members	Category		I	II	III	IV	V	VI
		Date	10-May-17	6-Jul-17	11-Sep-17	13-Nov-17	10-Feb-18	25-Mar-18
		Venue	Mumbai	Mumbai	Mumbai	Mumbai	Mumbai	Mumbai
Shri Hemchand L. Gala	Chairman and Managing Director	6	V	V	V	V	V	V
Shri Arvind K. Chheda	Whole time Director	6	V	V	V	V	V	V
Shri Vicky H. Gala (upto May 10, 2017)	Whole time Director	1	V	NA	NA	NA	NA	NA
Shri Vishnu J. Sawant	Whole time Director	5	V	V	-	V	V	V
Shri Mahek M. Chheda (appointed on July 6, 2017)	Whole time Director	4	NA	NA	V	V	V	V
Shri Mahesh M. Savadia (appointed on February 10, 2018)	Whole time Director	1	NA	NA	NA	NA	NA	V
Shri Chandrakant V. Gogri (appointed on May 10, 2017 and resigned on March 25, 2018)	Non Executive Director	4	NA	V		V	V	V
Shri Dattatray S. Galpalli (appointed on July 6, 2017)	Non Executive Director	3	NA	NA		V	V	V
Shri Dhirajlal D. Gala	Independent Director	5	V	V	-	V	V	V
Smt. Jeenal K. Savla	Independent Director	5	V	V	-	V	V	V
Shri Velji K. Gogri (appointed on July 6, 2017)	Independent Director	3	NA	NA	-	V	V	V

COMMITTEES OF THE BOARD

During the year, your directors have constituted or re-constituted wherever required, the following committees of the Board in accordance with the requirements of the Companies Act, 2013. The composition, terms of reference and other details of all Board level committees have been elaborated in the report.

1) AUDIT COMMITTEE

The Audit Committee has been constituted in line with the provisions of Section 177 of the Companies Act, 2013. The Chairman of the Committee is an Independent Director.

Composition of the Audit Committee and the details of Meetings held during the year is as under:

Members	Category		I	II	III
		Date	10-May-17	6-Jul-17	11-Sep-17
		Venue	Mumbai	Mumbai	Mumbai
Shri Dhirajlal D. Gala (Chairman)	Independent Director	3	V	V	V
Smt. Jeenal K. Savla (Member)	Independent Director	3	V	V	V
Shri Hemchand L. Gala (Member)	Chairman and Managing Director	3	V	V	V

Terms of Reference

The Audit Committee inter-alia performs the functions of approving Annual Internal Audit Plan, review of financial reporting system, internal control system, discussion on financial results, interaction with statutory and Internal Auditors, recommendation for appointment of Statutory and Cost Auditors and their remuneration, recommendation of the appointment and remuneration of Internal Auditors, review of Business Risk Management Plan, Management Discussions and Analysis, Review of Internal Audit Reports, approval, review of related party transactions and scrutiny of inter corporate loans and investments.

In fulfilling the above role Audit committee has powers to investigate any activity within its terms of reference, to seek information from employees and to obtain outside legal and professional advice.

2) NOMINATION AND REMUNERATION COMMITTEE:

The committee was reconstituted on May 10, 2017 and thereby Shri Chandrakant V. Gogri has been appointed as the Chairman in place of Shri Vicky H. Gala. The committee was again reconstituted on March 25,2018 where Shri Velji K. Gogri was appointed as the Chairman of the committee in place of Shri Chandrakant V. Gogri .

The committee has been formed as per the provisions Section 177 of the Companies Act, 2013. The Chairman of the Committee is an Non - Executive Director.

Composition of the Nomination and Remuneration Committee and the details of Meetings held during the year is as under:

Members	Category		I	II	III	IV
		Date	28-Apr-17	28-Jun-17	10-Feb-18	25-Mar-18
		Venue	Mumbai	Mumbai	Mumbai	Mumbai
Shri Vicky H. Gala (Chairman upto May 10, 2017)	Whole time Director	1	V	NA	NA	NA
Shri Chandrakant V. Gogri (Chairman from May 10, 2017 upto March 25, 2018)	Non-Executive Director	3	NA	V	V	V
Shri Velji K. Gogri (Chairman from March 25, 2018)	Independent Director	NA	NA	NA	NA	NA
Smt. Jeenal K. Savla (Member)	Independent Director	4	V	V	V	V
Shri Dhiralal D. Gala (Member)	Independent Director	4	V	V	V	V

Terms of Reference

The broad terms of reference of the Nomination and Remuneration Committee includes :

a) To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

b) To formulate the criteria for evaluation of Independent Directors and the Board;

c) To devise a policy on Board diversity;

d) To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

Nomination and Remuneration Policy

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy also lays down criteria for selection and appointment of Board Member The details of this policy are given below:-

a) Criteria and Qualification for Nomination & Appointment

A person to be appointed as Director, KMP or at Senior Management level should possess adequate and relevant qualification, expertise and experience for the position that he/she is being considered for.

b) Policy on Remuneration

The Company’s Remuneration policy considers human resources as its invaluable assets, to pay equitable remuneration to all directors, key managerial personnel and employees of the Company, to harmonize the aspirations of human resources consistent with the goals of the Company. The Remuneration policy for all the employees are designed in a way to attract talented executives and remunerate them fairly and responsibly, this being a continuous ongoing exercise at each level in the organization.

c) Whole-time Directors

The Company remunerates its Whole-time Director’s by way of salary, perquisites and allowances and variable commission based on performance of the Company. Remuneration is paid within the limits recommended by the Nomination & Remuneration Committee and the Board and as approved by the shareholders within the stipulated limits of the Companies Act, 2013 and the Rules made thereunder. The remuneration paid to the Whole-time Director is determined keeping in view the industry benchmark and the relative performance of the Company to the industry performance.

d) Non-executive Directors

Non-executive Directors are presently receiving sitting fees (including reimbursement of expenses) for attending the meeting of the Board and its Committees as per the provisions of the Companies Act, 2013 and the rules made thereunder.

e) Key Managerial Personnel and other senior employees

The remuneration of KMP and other employees largely consists of basic salary, perquisites, allowances and performance incentives (wherever paid). Perquisites and retirement benefits are paid according to the Company policy. The components of the total remuneration vary for different grades and are governed by the industry pattern, qualification & experience/merits, performance of each employee. The Company while deciding the remuneration package takes into consideration current employment scenario and remuneration package of the industry and its peer group.

3) STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

The Board has formed Stakeholders’ Relationship Committee pursuant to provisions of Section 178 of the Act. Composition of Stakeholder Relationship Committee

Members	Designation	Category
Shri Dhirajlal D. Gala	Chairman	Independent Director
Shri Hemchand L. Gala	Member	Executive
Shri Arvind K. Chheda	Member	Executive

Terms of Reference:

Brief Terms of Reference of the Committee inter-alia cover reviewing status of approval of transfer/transmission of shares, issue of duplicate certificates, non-receipt of annual report, non-receipt of declared dividends and specifically review/redressal of Investors’ Grievances.

4) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Pursuant to Section 135 of Act and the rules made thereunder, the Board has constituted the Corporate Social Responsibility (CSR) Committee with three members, out of which 2(two) are Executive Directors and 1 (one) is Independent Director.

Composition of Corporate Social Responsibility Committee and Number of Meetings during the year:

Members	Category		I
		Date	9-May-17
		Venue	Mumbai
Shri Dhiralal D. Gala (Chairman)	Independent Director	1	V
Shri Hemchand L. Gala (Member)	Chairman and Managing Director	1	V
Shri Arvind K. Chheda (Member)	Whole time Director	1	V

Terms of Reference

a) Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of Companies Act, 2013;

b) Recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and

c) Monitor the Corporate Social Responsibility Policy of the Company from time to time.

CSR annual report is annexed as Annexure-A and forms an integral part of the Report.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

All the independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of Companies Act, 2013.

NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your 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 women working with the Company. The Policy framed by the Company in this regard provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints.

Particulars	No of Complaints
Number of Complaints pending as on beginning of the Financial Year	NIL
Number of Complaints filed during the Financial Year	NIL
Number of Complaints pending as on the end of the Financial Year	NIL

PERSONNEL

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 is given in an Annexure and forms part of this report. In terms of Section 136(1) of the Companies Act, 2013, the Report and the Accounts are being sent to the Members excluding the aforesaid Annexure. Any Member interested in obtaining a copy of the Annexure may write to the Company Secretary at the Registered Office of the Company.

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

The Company had received the Listing approval on April 18, 2018 and Trading Approval on May 25, 2018 by BSE Limited for 22,24,030 Equity Shares allotted to the Shareholders of Abhilasha Tex-chem Limited (Transferor Company) pursuant to the Merger of Abhilasha Tex-Chem Limited with the Company.

The Company has received in-principle approval from BSE Ltd. for the proposed merger by absorption of Amarjyot Chemical Limited with Valiant Organics Limited. The Appointed date for the same is October 1, 2017. The company on July 20, 2018 has applied to NCLT, Mumbai Bench for further approvals in the above matter.

CHANGE IN NATURE OF BUSINESS, IF ANY

There are no changes in the nature of business of the Company during the year under consideration.

AUDITORS STATUTORY AUDITORS & THEIR REPORT

In the 9th Annual General Meeting (AGM) of the Company M/s. Madan Dedhia and Associates, Chartered Accountants (Firm Regn. No. 113095W) had been appointed as the Statutory Auditors of the Company for a period up to 5 (five) years to hold office from the conclusion of 9th (AGM) until the conclusion of the 14th (AGM) of the Company.

M/s. Madan Dedhia and Associates, Chartered Accountants had placed their resignation in the Board meeting held on May 28, 2018 from the office of the Statutory auditors effective from the date of ensuing AGM.

In view of the above, the Board of Directors in its meeting held on May 28, 2018 recommended the appointment of M/s Gokhale and Sathe, Chartered Accountants (Firm Regn. No. 103264W) as the Statutory Auditor of the Company for the approval of the shareholders in the ensuing AGM.

The Auditors’ Report to the Shareholders for the year under review does not contain any reservation, qualification or adverse remark. The comments in the Auditors’ Report to the Shareholder’s for the year under review are self-explanatory and does not need further explanation.

COST AUDITOR & THEIR REPORT

Your Directors had, on the recommendation of the Audit Committee, appointed Smt Ketki Damji Visarya (Fellowship No. 16028), Cost Accountants as the Cost Auditors to audit the cost records of the Company for the FY 2018-2019.

The due date for filing the Cost Audit Reports in XBRL mode for the financial year ended 31st March, 2017 was 27th September, 2017(which was extended to December 31, 2017) and the Cost Audit Report was filed by the Cost Auditor on December 28, 2017. The due date for filing the Cost Audit Reports for the financial year ended 31st March, 2018 is September 27, 2018.

As required under the Companies Act, 2013, a resolution seeking member’s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

SECRETARIAL AUDITOR & THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed CS Sunil M. Dedhia (COP No. 2031), Proprietor of Sunil M. Dedhia & Co., Company Secretaries to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report is included as Annexure-C and forms an integral part of this Report. In connection with the auditor’s observations in the report, it is clarified that non-filing of one e-form for board resolution with MCA was caused inadvertently and necessary steps are being taken to file the same.

RISK MANAGEMENT

The Company implemented an integrated risk management approach though which it reviews and assesses significant risks on a regular basis to ensure that a robust system on risk controls and mitigation is in place. Senior management periodically reviews this risk management framework to keep update and address emerging challenges.

Risk management system followed by the Company is elaborately detailed in the Management Discussion and Analysis report forming the part of this Annual Report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has clearly laid down policies, guidelines and procedures that form part of internal control systems, which provide for automatic checks and balances. Your Company has maintained a proper and adequate system of internal controls. 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 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 (“the Act”) is annexed with the Independent Auditors’ Report.

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on an arm’s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In conformity with the provisions of the Companies Act, 2013 policy has been laid down to provide a mechanism for any concerned person of the Company to approach Chairman of the Audit Committee for the purpose of dealing with instance of fraud and mismanagement, if any and also ensure that whistle blowers are protected from retribution, whether within or outside the organization.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS

Details of Loans, Guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

FIXED DEPOSITS

The Company did not have any deposits at the beginning of the year under review and the Company has neither accepted nor renewed any deposits during the year under review. The Company does not have any deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

ANNUAL RETURN

The details forming part of the extract ofAnnual Return in the Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in the Report as Annexure-B and forms an integral part of the Report.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint venture or Associate Company. Hence the Annexure in the Format of AOC-1 is not required.

MATERIAL SUBSIDIARY

The Company does not have any material subsidiary.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

REGSITRAR AND TRANSFER AGENT

The Board has appointed M/s. Bigshare Services Private Limited as Registrar and Transfer Agent (RTA).

The Company’s Registrar & Share Transfer Agents, M/s. Big Share Services Private Limited is fully equipped to carry out the transfers of shares and redress Investor complaints.

INSIDER TRADING CODE

With a view to regulate trading in securities by the directors and designated employees, the Company has adopted a Code of Conduct to Regulate, monitor and Report trading by insider

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adopted adequate policies and procedures for ensuring the orderly and efficient conduct of its business, including policies for Safeguarding of Assets, Prevention & Detection of Errors & Frauds, for accurate and complete presentation of accounting records and the timely preparation of reliable financial information.

SECRETARIAL STANDARDS

The Directors state that applicable secretarial Standards, i.e. SS-1 & SS-2, relating to ''Meetings of the Board of Director’s and General Meetings’, respectively, have been duly followed by the Company.

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(3)(c) of the Companies Act, 2013:

a) That in the preparation of the annual financial statements for the year ended March 31, 2018, 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 proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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 co-operation 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 stakeholder

For and on Behalf of Board

Sd/-

HEMCHAND LALJI GALA

CHAIRMAN AND MANAGING DIRECTOR

Place: Mumbai

Date: August 8, 2018

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Mar 31, 2017

To,

The Members,

Valiant Organics Limited.

The Directors have pleasure in presenting the twelfth Annual Report together with the Audited Statement of Accounts and the Auditors'' Report of your company for the financial year ended 31^st March, 2017.

FINANCIAL HIGHLIGHTS OF THE COMPANY

(Amount in Rs.)

Particulars	2016-17	2015-16
Revenue From Operations	57,99,03,721	52,09,93,820
Profit Before Interest and Depreciation	16,47,81,797	17,16,40,333
Finance Charges	24,20,749	48,52,734
Depreciation and Amortization Expense	1,06,38,265	92,66,787
Extra-Ordinary Item	-	2,73,105
Net Profit Before Tax	15,17,22,783	15,72,47,707
Tax Expense	5,33,82,937	5,48,00,633
Net Profit After Tax	9,83,39,846	10,24,47,074
Earnings Per Share	27.01	28.14

FINANCIALS

The Company''s revenue from Operations for the year increased to Rs. 57,99,03,721 as compared to last year Rs. 52,09,93,820. The Earnings before Depreciation & Tax (EBDT) in Financial Year 2016-2017 was Rs. 16,47,81,797 as compared to last year Rs. 17,16,40,333. The Profit After Tax (PAT) for the financial Year 2016-2017 is Rs. 9,83,39,846 as compared to last year of Rs. 10,24,47,074 .

CHANGE IN NATURE OF BUSINESS, IF ANY

There are no changes in Nature of Business of the Company during the year under consideration.

DIVIDEND

Your Company has proposed Dividend aggregating to Rs. 2,93,21,745 for Financial Year 2016-17 as against Rs. 7,28,06,400 for Financial Year 2015-16.

The proposed dividend of Rs. 2,93,21,745/- consists of Dividend of Rs. 1,11,20,145 to be kept in reserve for payment to the shareholders of Abhilasha Tex-Chem Limited (Abhilasha) subject to and upon Scheme of amalgamation of Abhilasha with the Company becoming effective as proposed effective from the Appointed Date (i.e. 1^st July, 2016) specified therein.

Since there was no unpaid/unclaimed Dividend, the provisions of Section 125 of the Companies Act, 2013 relating to transfer of unpaid/unclaimed Dividend to Investor Education and Protection Fund did not apply.

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3)(J) OF THE COMPANIES ACT, 2013

The Company has transferred Rs. 98,33,985 to General reserve for Financial Year 2016-17 as against Rs. 1,02,44,707 for Financial Year 2015-16.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint venture or Associate Company. Hence the Annexure in the Format of AOC-1 is not required.

FIXED DEPOSITS

The Company did not have any deposits at the beginning of the year under review and the Company has neither accepted nor renewed any deposits during the year under review. The Company does not have any deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

ANNUAL RETURN

The details forming part of the extract of Annual Return in the Form MGT-9, as required under Section 92 of the Companies Act, 2013 is included in the Report as Annexure-A and forms an integral part of the Report.

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

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year to which this financial statements relate and the date of the report.

However, during the year under review there was a material change that, the Company had listed 36,40,320 Equity Shares of Rs. 10/- each with SME Exchange of BSE Limited through an offer for sale. The details of which are mentioned under the head Share Capital of this report.

SHARE CAPITAL

During the year under review, the Company had made a Public Offer of 9,64,800 Equity Shares of Rs. 10/- each ("Equity Shares") for Cash at a price of Rs. 220/- Per Share including a premium of Rs. 210/- (The "Offer Price"), through an offer for sale by the shareholders aggregating to Rs. 212,256,000 ("the offer"), of which, 49,200 equity shares of Rs. 10/- each was reserved for subscription by market makers to the offer (the "market maker reservation portion"). The Company has listed Equity Shares on SME Exchange of BSE Limited from 14^th October, 2016.

Apart from the above, there was no change in the Share Capital of the Company during the Financial Year under review.

DIRECTORS / KEY MANAGERIAL PERSONNEL

Shri. Hemchand Lalji Gala, Director retires by rotation in terms of provisions of the Act at the ensuing Annual General Meeting of the Company and offers himself for reappointment.

During the Year 2016-17, following were the changes in Directors that took place in the Extra- Ordinary General Meeting of the Company which was held on 27^th June, 2016:

a) Shri Hemchand Lalji Gala was designated as Chairman and Managing Director for a period of three years w.e.f. 1^st July, 2016.

b) Shri Arvind Kanji Chheda was designated as Whole time Director for a period of three years w.e.f 1^st July, 2016.

c) Shri Vishnu Jotiram Sawant was designated as Whole time Director for a period of three years w.e.f. 1^st July, 2016.

Shri Velji Karamshi Gogri was appointed as an Additional Director in the category of Independent Director by the Board of Directors effective from 6^th July, 2017. The brief resume regarding his appointment at ensuing Annual General Meeting is given in the Notice conveying AGM.

Shri Dattatray Sidram Galpalli was appointed as an Additional Director in the category of Non- Executive Director by the Board of Directors effective from 6^th July, 2017. The brief resume regarding his appointment at ensuing Annual General Meeting is given in the Notice conveying AGM.

Shri Mahek Manoj Chheda was appointed as an Additional Director in the category of Executive Director by the Board of Directors effective from 6^th July, 2017. The brief resume regarding his appointment at ensuing Annual General Meeting is given in the Notice conveying AGM.

Shri. Chandrakant Vallabhaji Gogri was appointed as an Additional Non-Executive Director by the Board of Directors effective from 10^th May, 2017. The brief resume regarding his appointment at ensuing Annual General Meeting is given in Notice convening AGM. Shri. Vicky Hemchand Gala had resigned as Director effective from 10^th May, 2017.

Pursuant to the provision of Section 149 of the Act, Shri Dhirajlal Damji Gala and Smt. Jeenal Kenil Savla were appointed as Additional Directors w.e.f 1^st July, 2016 upto the 11^th AGM of the Company. They were then appointed as Independent Directors at the Annual General Meeting of the Company held on 31^st August, 2016, to hold the office for a term of 3 (three) years w.e.f the date of Annual General meeting i.e. 31^st August, 2016. Independent Directors have given their respective declarations that they meet the criteria of Independence as laid down under section 149 (6) of the Companies Act, 2013

Pursuant to Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Board appointed/ designated Shri Arvind Kanji Chheda, Director as Chief Financial Officer of the Company w.e.f. 1^st July, 2016 and CS Prashant Balasaheb Gaikwad as Company Secretary and Compliance Officer w.e.f. 1^st September, 2016.

CS Vyoma Vyas has been appointed as the Company Secretary and Compliance officer of the company with effect from 2^nd June, 2017 in place of CS Prashant Balasaheb Gaikwad.

MEETINGS OF THE BOARD

During the year Seven (7) Board Meetings were convened and held on 1^st June, 2016 , 27^th June, 2016 , 26^th July, 2016, 19^th September, 2016, 7^th October, 2016, 9^th November, 2016 and 25^th February, 2017 and one meeting of Independent Directors were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Details of Board meetings attended by Board of Directors :

Sr. No.	Name of Director	No. of Meetings Attended
1	Shri Hemchand Lalji Gala	7
2	Shri Arvind Kanji Chheda	7
3	Shri Vicky Hemchand Gala	7
4	Shri Vishnu Jotiram Sawant	7
5	Shri Dhirajlal Damji Gala*	5
6	Smt. Jeenal Kenil Savla*	5

* Shri Dhirajlal Damji Gala and Smt. Jeenal Kenil Savla were appointed as Independent Directors with effect from 1^st July, 2016

COMMITTEES OF THE BOARD

During the year, your directors have constituted or re-constituted wherever required, the following committees of the Board in accordance with the requirements of the Companies Act, 2013. The composition, terms of reference and other details of all Board level committees have been elaborated in the report.

1) AUDIT COMMITTEE

The Audit Committee has been constituted in line with the provisions of Section 177 of the Companies Act, 2013. The Committee was constituted on 26^th July, 2016. The chairman of the Committee is an Independent Director.

Composition of Audit Committee and Number of Meetings during the year:

Sr. No	Name of the Director	Designation	Category of Director
1	Shri Dhirajlal Damji Gala	Chairman	Independent Director
2	Smt. Jeenal Kenil Savla	Member	Independent Director
3	Shri Hemchand Lalji Gala	Member	Executive Director

1(One) Meeting of the Audit Committee was held on 9^th November, 2016.

Terms of Reference

The Audit Committee inter-alia performs the functions of approving Annual Internal Audit Plan, review of financial reporting system, internal control system, discussion on financial results, interaction with statutory and Internal Auditors, recommendation for appointment of Statutory and Cost Auditors and their remuneration, recommendation of the appointment and remuneration of Internal Auditors, review of Business Risk Management Plan, Management Discussions and Analysis, Review of Internal Audit Reports, approval, review of related party transactions and scrutiny of inter corporate loans and investments.

In fulfilling the above role Audit committee has powers to investigate any activity within its terms of reference, to seek information from employees and to obtain outside legal and professional advice.

2) NOMINATION AND REMUNERATION COMMITTEE:

The Committee was constituted on 26^th July, 2016 as required under Section 178 of the Act and it comprises of 2 (two) Independent Directors and 1 (One) Non- Executive Director. The Chairman of the Committee is an Non - Executive Director.

Composition of Nomination and Remuneration Committee and Number of Meetings during the year:

Sr. No	Name of the Director	Designation	Category of Director
1	Shri Vicky Hemchand Gala (up to 10.05.2017) Shri Chandrakant Gogri (w.e.f 10.05.2017)	Chairman	Non - Executive Director
2	Smt. Jeenal Kenil Savla	Member	Independent Director
3	Shri Dhirajlal Damji Gala	Member	Independent Director

No Meeting of Nomination and Remuneration Committee was held during the year. Terms of Reference

The broad terms of reference of the Nomination and Remuneration Committee are as under:

a) To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees;

b) To formulate the criteria for evaluation of Independent Directors and the Board;

c) To devise a policy on Board diversity;

d) To identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

3) STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

The Board has formed Stakeholders'' Relationship Committee pursuant to provisions of Section 178 of the Act w.e.f. 26^th July, 2016.

Composition of Stakeholder Relationship Committee and Number of Meetings during the year:

Sr. No	Name of the Director	Designation	Category of Director
1	Shri Dhirajlal Damji Gala	Chairman	Independent Director
2	Shri Hemchand Lalji Gala	Member	Executive
3	Shri Arvind Kanji Chheda	Member	Executive

No Meeting of Stakeholder Relationship Committee was held during the year.

Terms of Reference:

Brief Terms of Reference of the Committee inter-alia cover reviewing status of approval of transfer/transmission of shares, issue of duplicate certificates, non-receipt of annual report, non-receipt of declared dividends and specifically review/redressal of Investors'' Grievances.

4) CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Pursuant to Section 135 of Act and the rules made there under, the Board has re -constituted the Corporate Social Responsibility (CSR) Committee w.e.f. 26^th July, 2016 with three members, out of which 2(two) are Executive Directors and 1 (one) is Independent Director.

Composition of Corporate Social Responsibility Committee and Number of Meetings during the year:

Sr. No	Name of the Director	Designation	Category of Director
1	Shri Dhirajlal Damji Gala	Chairman	Independent Director
2	Shri Hemchand Lalji Gala	Member	Executive
3	Shri Arvind Kanji Chheda	Member	Executive

One Meeting of Corporate Social Responsibility Committee was held on 1^st June, 2016.

Terms of Reference:

a) Formulate and recommend to the Board, a Corporate Social Responsibility Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII of Companies Act, 2013;

b) Recommend the amount of expenditure to be incurred on the activities referred to in clause (a); and

c) Monitor the Corporate Social Responsibility Policy of the Company from time to time.

CSR annual report is annexed as Annexure-B and forms an integral part of the Report.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy also lays down criteria for selection and appointment of Board Members. The details of this policy are given below:-

Criteria and Qualification for Nomination & Appointment

A person to be appointed as Director, KMP or at Senior Management level should possess adequate and relevant qualification, expertise and experience for the position that he/she is being considered for.

Policy on Remuneration

The Company''s Remuneration policy considers human resources as its invaluable assets, to pay equitable remuneration to all directors, key managerial personnel and employees of the Company, to harmonize the aspirations of human resources consistent with the goals of the Company. The Remuneration policy for all the employees are designed in a way to attract talented executives and remunerate them fairly and responsibly, this being a continuous ongoing exercise at each level in the organization.

Whole-time Directors

The Company remunerates its Whole-time Director''s by way of salary, perquisites and allowances and variable commission based on performance of the Company. Remuneration is paid within the limits recommended by the Nomination & Remuneration Committee and the Board and as approved by the shareholders within the stipulated limits of the Companies Act, 2013 and the Rules made there under. The remuneration paid to the Whole-time Director is determined keeping in view the industry benchmark and the relative performance of the Company to the industry performance.

Non-executive Directors

Non-executive Directors are presently receiving sitting fees (including reimbursement of expenses) for attending the meeting of the Board and its Committees as per the provisions of the Companies Act, 2013 and the rules made there under.

Key Managerial Personnel and other senior employees

The remuneration of KMP and other employees largely consists of basic salary, perquisites, allowances and performance incentives (wherever paid). Perquisites and retirement benefits are paid according to the Company policy. The components of the total remuneration vary for different grades and are governed by the industry pattern, qualification & experience/merits, performance of each employee. The Company while deciding the remuneration package takes into consideration current employment scenario and remuneration package of the industry and its peer group.

RISK MANAGEMENT

The Company implemented an integrated risk management approach though which it reviews and assesses significant risks on a regular basis to ensure that a robust system on risk controls and mitigation is in place. Senior management periodically reviews this risk management framework to keep update and address emerging challenges.

Risk management system followed by the Company is elaborately detailed in the Management Discussion and Analysis report forming the part of this Annual Report.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

Your Company has clearly laid down policies, guidelines and procedures that form part of internal control systems, which provide for automatic checks and balances. Your Company has maintained a proper and adequate system of internal controls. This ensures that all Assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported diligently. Your Company''s internal control systems 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 ("the Act") is annexed with the Independent Auditors'' Report.

AUDITORS STATUTORY AUDITORS & THEIR REPORT:

In the 9^th Annual General Meeting (AGM) of the Company M/s. Madan Dedhia and Associates, Chartered Accountants (Firm Regn. No. 113095W) had been appointed as the Statutory Auditors of the Company for a period up to 5 (five) years to hold office from the conclusion of 9^th Annual General Meeting until the conclusion of the 14^th (AGM) of the Company. In terms of the provisions of the Companies Act, 2013, it is necessary to get the appointment ratified by the shareholders in every Annual General Meeting until the expiry of the period of original appointment.

In view of the above, the Board of Directors recommends your ratification of the appointment of M/s. Madan Dedhia and Associates, Chartered Accountants (Firm Regn. No. 113095W) as the Statutory Auditors.

The Auditors'' Report to the Shareholders for the year under review does not contain any reservation, qualification or adverse remark. The comments in the Auditors'' Report to the Shareholder''s for the year under review are self-explanatory and does not need further explanation.

COST AUDITOR & THEIR REPORT:

Your Directors had, on the recommendation of the Audit Committee, appointed Smt. Ketki Damji Visarya (Fellowship No. 16028), Cost Accountants as the Cost Auditors to audit the cost records of the Company for the FY 2017-2018.

As required under the Companies Act, 2013, a resolution seeking member''s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

SECRETARIAL AUDITOR & THEIR REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has 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.

The Secretarial Audit Report is included as Annexure-C and forms an integral part of this Report.

As regards comments of the Secretarial Auditor in respect of pending filing of Cost Audit Report obtained for FY 2015-16 with Ministry of Corporate Affairs(MCA) due to technical issues faced in filing the same is self-explanatory. Necessary follow up are being done with MCA to resolve the issue.

REGSITRAR AND TRANSFER AGENT

The Board had appointed M/s. Bigshare Services Private Limited as Registrar and Transfer Agent (RTA) at their meeting held on 19^th September, 2016.

The Company''s Registrar & Share Transfer Agents, M/s. Big Share Services Private Limited is fully equipped to carry out the transfers of shares and redress Investor complaints.

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on an arm''s length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements.

PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:

Details of Loans, Guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with rule 5(2) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 is given in an Annexure and forms part of this report. In terms of Section 136(1) of the Companies Act, 2013, the Report and the Accounts are being sent to the Members excluding the aforesaid Annexure. Any Member interested in obtaining a copy of the Annexure may write to the Company Secretary at the Registered Office of the Company.

NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your 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 women working with the Company. The Policy framed by the Company in this regard provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints.

Particulars	No of Complaints
Number of Complaints pending as on beginning of the Financial Year	NIL
Number of Complaints filed during the Financial Year	NIL
Number of Complaints pending as on the end of the Financial Year	NIL

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section forming part of the Annual Report.

MATERIAL SUBSIDIARY

The Company does not have any subsidiary.

CORPORATE GOVERNANCE

Since the Company has listed its securities on SME platform of BSE Limited during the year under review, the provisions of Corporate Governance as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (LODR) Regulation, 2015 are not applicable to the Company for the financial year ended 31^st March 2017.

VIGIL MECHANISM / WHISTLEBLOWER POLICY:

In conformity with the provisions of the Companies Act, 2013 policy has been laid down to provide a mechanism for any concerned person of the Company to approach Chairman of the Audit Committee for the purpose of dealing with instance of fraud and mismanagement, if any and also ensure that whistle blowers are protected from retribution, whether within or outside the organization.

INSIDER TRADING CODE

The Securities and Exchange Board of India (SEBI) has promulgated the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("The PIT Regulations"). The PIT Regulations has come into effect from May 15, 2015 and it is applicable to the Company w.e.f. 14^th October, 2016.

With a view to regulate trading in securities by the directors and designated employees, the Company has adopted a Code of Conduct to Regulate, monitor and Report trading by insiders.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The company has adopted adequate policies and procedures for ensuring the orderly and efficient conduct of its business, including policies for Safeguarding of Assets, Prevention & Detection of Errors & Frauds, for accurate and complete presentation of accounting records and the timely preparation of reliable financial information.

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(3)(c) of the Companies Act, 2013:

a) That in the preparation of the annual financial statements for the year ended March 31, 2017, 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 proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) CONSERVATION OF ENERGY

(I)	the steps taken or impact on conservation of energy	Company''s operation does not consume significant amount of energy.
(ii)	the steps taken by the company for utilizing alternate sources of energy.	Not applicable, in view of comments in clause (i)
(iii)	the capital investment on energy conservation equipment''s	Not applicable, in view of comments in clause (i)

C) TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

(i)	the effort made towards technology absorption	Nil
(ii)	the benefits derived like product improvement cost reduction product development or import substitution	Nil
(iii)	in case of imported technology (important during the last three years reckoned from the beginning of the financial year)	Nil
	(a) the details of technology imported
	(b) the year of import;
	(c) whether the technology been fully absorbed
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv)	the expenditure incurred on Research and Development	Nil

B) FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange Earnings: - Rs. 20, 48, 12,000(Previous Year: Rs. 23, 10, 84,000)

Foreign Exchange Outgo: - Rs. 17, 60, 40,371 (Previous Year: Rs. 16, 01, 57,136)

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 co-operation extended by them. Y our 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.

For and on Behalf of Board

Sd/-

HEMCHAND LALJI GALA

CHAIRMAN AND MANAGING DIRECTOR

Place: Mumbai

Date: 06.07.2017