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:

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.

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