Valiant Organics Ltd

To

The Members of VALIANT ORGANICS LIMITED

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

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

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.

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.

For and on Behalf of the Board