TO THE MEMBERS OF VALSON INDUSTRIES LIMITED

The Directors take pleasure in presenting the Fortieth Annual Report together with the Audited Annual Financial Statements for the financial year ended 31^st March, 2024. The Management Discussion and Analysis has also been incorporated into this report.

1. FINANCIAL RESULTS:

Key highlights of Financial Results for Valson Industries Limited for the financial year 2023 - 2024 are tabulated below:

There was no revision in the Financial Statements.

2. DIVIDEND:

There is no dividend in financial year 2023 - 24. (Nil in financial year 2022 - 23)

3. BUSINESS OPERATIONS & HIGHLIGHTS OF PERFORMANCE:

Your Company is a leading manufacturer of polyester texturised dyed yarn and processor of cotton and other fancy yarns with customers having diverse uses. Quality Products and Services has been the top-most priority and after continuous research and efforts, your Company has ventured into the dyeing of various qualities of yarns. Today, your Company has wide range of polyester dyed yarn with a strong market acceptance and niche position for exclusive shades and grades.

During the year 2023-2024 the company has procured the need base machinery and ancillaries of Rs. 318.38 Lakhs including Capital WIP The said CAPEX has been partly financed way of term loan from by Kotak Mahindra Bank (i.e. Rs. 125.00 Lakhs).; the details are as under:

During the year 2023-2024, the company has performed very well the topline was decrease a bit almost 4.70%. The company has done a well and it comes in the profit lots of fluctuation in the crude prices which affected the POY, Dyes & Chemicals price and steep rise in price of coal and also due to shortage of container the freight prices has increase very sharply, in last two quarters company has done reasonably well and try to control the cost and other expenses.

The highlights financial performances of your Company during the financial year 2023-2024:

1) There is an increase of 2.20% in Texturising production (6260 MT) compared to last year (6126 MT).

2) There is a reduction of 7.60% in Twisting production (2420 MT) compared to last year (2620 MT).

3) There is a reduction of 0.30% in Sales (6614 MT) compared to last year (6594 MT).

4) There is a reduction of 4.50% in terms of Revenue from operations (Rs. 12457.64 Lakhs) compared to last year (Rs. 13044.66 Lakhs).

5) During the year there is marginally increase in finance cost to Rs. 134.18 Lakhs from 128.82 Lakhs.

6) The staff cost to has decreased 0.10% to Rs. 1424.22 lakhs compare to last year Rs. 1425.51 Lakhs.

7) The company's power cost has decreased to Rs. 1380.72 Lakhs compared to Rs. 1463.04 Lakhs.

8) Depreciation is Rs. 255.51 Lakhs and Rs. 272.61 Lakhs.

9) The Operating Profit/(Loss) (P/(L) BOIDT) before other income and Interest and Depreciation and Tax has decreased marginally by 1.22% Rs. 380.99 Lakhs as compared to last year amount of Rs. 385.68 Lakhs.

10) Earnings before Interest, Tax, Depreciation (EBITDA) has decreased marginally by 0.42% Rs. 435.41 Lakhs as compared to last year amount of profit Rs. 437.24 Lakhs.

There is no change in the nature of Company's business.

4. DISCLOSURES UNDER SECTION 134 (3) (l) OF THE COMPANIES ACT, 2013:

No material changes and commitments which could affect your Company's financial position have occurred between the end of the financial year of your Company i.e. 31^st March, 2024 and date of this report i.e. May 29, 2024.

5. SHARE CAPITAL:

The paid up Equity Share Capital as on 31^st March, 2024 is Rs. 766.08 Lakhs. During the year under review, your Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. There was no change in your Company's share capital during the year under review. The Promoter and Promoter Group are holding 51,89,834 shares equivalent to 67.75% of the total Issued and Paid-up Share Capital.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND:

During the financial year 2023 - 24, unclaimed Dividend of Rs. 74,544/- was transferred to the Investor Education and Protection Fund established by the Central Government, in compliance with Section 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016. The said amount represents Final Dividend for the financial year 2015 - 16, which remained unclaimed for a period of 7 years from its due date for payment.

7. TRANSFER OF EQUITY SHARES ON UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND:

In line with the statutory requirements, your Company has transferred to the credit of the Investor Education and Protection Fund set up by the Government of India, equity shares in respect of which dividend had remained unpaid / unclaimed for a period of seven (7) consecutive years within the timelines laid down by the Ministry of Corporate Affairs. Unpaid / unclaimed dividend for seven (7) years or more has also been transferred to the IEPF pursuant to the requirements under the Act.

8.1 Changes in Directors:

During the financial year, following changes took place in the composition of the Board of Directors:

Cessation of Directors:

• Mrs. Asha Mutreja (DIN: 07092404) resigned as Whole Time Director and Director of the Company w.e.f. 1^st February, 2024.

• Mr. Chandan Gupta (DIN: 00082609) and Mr. Surendra Kumar Suri (00427799) ceased to be Independent Director(s) of the Company on account of completion of their term on 31^st March, 2024.

• Mr. Pradip Shah (DIN: 00012803) ceased to be an Independent Director of the Company on account of his death on 2^nd November, 2023.

The Board places on record its appreciation for the dedicated efforts contributed by Mrs. Asha Mutreja, Mr. Chandan Gupta, Mr. Surendra Kumar Suri and Late Mr. Pradip Shah during their tenure as Directors of the Company.

Appointment / Re-appointment of Directors:

The Board of Directors of the Company had appointed / re-appointed the following persons on the Board of the Company:

• Mr. Ankit Mutreja (DIN: 07022852) was appointed as an Additional Director of the Company w.e.f. 1^st April, 2024. He was further appointed as Whole Time Director (Promoter) of the Company w.e.f. 1^st April, 2024.

• Ms. Ratika Gupta (DIN: 07037367) was appointed as an Additional Director of the Company w.e.f. 1^st April, 2024. She was further appointed as an Independent (Women) Director of the Company w.e.f. 1^st April, 2024.

• Mr. Dheeraj Suri (DIN: 06781214) and Mr. Nischal Agrawal (DIN: 10560216) were appointed as Additional Director(s) of the Company w.e.f. 1^st April, 2024. They were further appointed as Independent Directors of the Company w.e.f. 1^st April, 2024.

• The term of Mr. Suresh Mutreja (DIN: 00052046) as Chairman and Managing Director of the Company was expiring on 30^th June, 2024. He was re-appointed as Chairman and Managing Director of the Company w.e.f. 1^st July, 2024.

• The term of Mr. Varun Mutreja (DIN: 07022832) as Whole Time Director and Chief Financial Officer of the Company will expire on 13^th November, 2024. He was re-appointed as Whole Time Director and Chief Financial Officer of the Company w.e.f. 14^th November, 2024.

I. Approval of members by way of Postal Ballot:

As per Regulation 17 (1C) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the approval of the members for the appointment of any Director on the Board of the Company must be obtained within 3 months of the appointment. Accordingly, the Company had obtained the approval of the members for the appointment of the following Directors by way of Postal Ballot. The results of the Postal Ballot were declared on 8^th June, 2024.

a. In terms of Section 152, 196 and 197 read with Schedule V of the Act and Regulation 17 (6) (e) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Mr. Ankit Mutreja (DIN: 07022852) was appointed by the members as Whole Time Director of the Company w.e.f. 1^st April, 2024.

b. In terms of Section 149, 152 read with Schedule IV of the Act read with Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, Ms. Ratika Gupta (DIN: 07037367), Mr. Dheeraj Suri (DIN: 06781214) and Mr. Nischal Agrawal (DIN: 10560216) were appointed by the members as Independent Directors of the Company w.e.f. 1^st April, 2024.

II. Approval of members proposed in 40^th AGM:

In terms of Section 196 and 197 read with Schedule V of the Act and Regulation 17 (6) (e) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, approval of the members for re-appointment of Mr. Suresh Mutreja (DIN: 00052046) as Chairman and Managing Director of the Company w.e.f. 1^st July, 2024 and re-appointment of Mr. Varun Mutreja (DIN: 07022832) as Whole Time Director and Chief Financial Officer of the Company w.e.f. 14^th November, 2024 has been proposed for approval of members at item no. 4 and 5 of the Notice of 40^th Annual General Meeting.

8.2 Retirement by Rotation:

Pursuant to Section 152 (6) of the Companies Act, 2013 and in terms of the Articles of Association of your Company, Mr. Kunal Mutreja (DIN: 07022857), Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

8.3 Declaration by Independent Directors:

Your Company has received declarations from all the Independent Directors of your Company confirming that they meet with the criteria of independence as prescribed both, under Sub-Section 6 of Section 149 of the Companies Act, 2013 and under Regulation 16 (1) (b) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 and pursuant to Regulation 25 of the said Regulations that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of finance, people management, strategy, audit, tax advisory service and they hold highest standards of integrity.

Regarding proficiency, the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (‘IICA'). Accordingly, the Independent Directors of the Company have registered themselves with the IICA for the said purpose. In terms of Section 150 of the Act read with Rule 6 (4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, certain Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of two (2) years from the date of inclusion of their names in the data bank. Those Independent Directors who have to undertake online proficiency self-assessment test will appear for the same.

8.4 Familiarization Program for Independent Directors:

The Program intends to provide insights into your Company so that the Independent Directors can understand your Company's business in depth and the roles, rights, responsibility that they are expected to perform / enjoy in your Company to keep them updated on the operations and business of your Company thereby facilitating their active participation in managing the affairs of your Company. In addition to the above, Directors are periodically advised about the changes effected in the Corporate Law, SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 with regards to their roles, rights and responsibilities as Directors of your Company.

8.5 Annual Performance Evaluation:

The annual performance evaluation of the Independent Directors and Board Committees i.e. Audit, Stakeholders Relationship and Nomination & Remuneration Committees was carried by the entire Board and the annual performance evaluation of the Chairman, Board as a whole, Non - Independent Directors was carried out by the Independent Directors.

The annual performance evaluation was carried out in accordance with the criteria laid down by the Nomination and Remuneration Committee of your Company and as mandated under the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, as amended from time to time.

8.6 Key Managerial Personnel:

The following persons are Key Managerial Personnel of your Company pursuant to Section 2 (51) and Section 203 of the Act, read with Rule 8 (5) (iii) of the Companies (Accounts) Rules, 2014 framed there under:

1. Mr. Suresh Mutreja, Chairman - Managing Director

2. Mrs. Asha Mutreja, Whole - Time Director*

3. Mr. Varun Mutreja, Director - CFO

4. Mr. Kunal Mutreja, Director - CEO

5. Mrs. Neeti Alwani, Company Secretary and Compliance Officer

*Mrs. Asha Mutreja resigned as Whole Time Director and Director of the Company w.e.f. 1^st February, 2024. No other Key Managerial Personnel have resigned during the year under review.

None of the Directors have attained the age of 75 years except Mr. Surendra Kumar Suri. In terms of Regulation 17 (1) (c) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the approval of the members for his re-appointment by way of special resolution has been taken at the 35^th Annual General Meeting of the Company held on 30^th September, 2019. Mr. Surendra Kumar Suri has ceased to be an Independent Director of the Company on account of completion of his term on 31^st March, 2024.

Mr. Suresh Mutreja, Chairman and Managing Director will be attaining the age of 70 years in the year 2027. The consent of the members by way of special resolution for his re-appointment proposed at item no. 4 of the Notice of 40th AGM, includes the consent by way of special resolution in terms of Section 196 (3) of the Act.

8.7 Remuneration Policy:

The Board has in accordance with the provisions of Sub-Section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management Employees. The detail of the same has been disclosed in the Corporate Governance Report.

8.8 Board Meetings:

During the financial year, your Company has held 5 (Five) Board Meetings which were held on 26^th May, 2023, 12^th August, 2023, 9^th November, 2023, 12^th February, 2024 and 29^th March, 2024. The maximum interval between any two meetings did not exceed 120 days. As per Section 167 (1) (b), all the directors have attended atleast one Board Meeting held during the financial year.

9. PARTICULARS OF EMPLOYEES:

During the year, there was no employee in receipt of remuneration as prescribed in the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure A" and form part of this Report.

10. 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 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profit and loss of the company for that period;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) that the Annual Financial Statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

11. INTERNAL CONTROL SYSTEM:

Your Company maintains an adequate and effective Internal Control System commensurate with its size and complexity. We believe that these internal control systems provide, among other things, a reasonable assurance that transactions are executed with Management authorization and that they are recorded in all material respects to permit preparation of financial statements in conformity with established accounting principles and that the assets of your Company are adequately safeguarded against significant misuse or loss.

12. COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

There are no companies, which have become or ceased to be its Subsidiaries, Joint Venture or Associate Companies during the financial year 2023 - 24.

13. DEPOSITS:

Your Company has not accepted deposits from the public. Your Company has accepted deposit from the members and relatives of directors falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The details relating to Deposits, covered under Chapter V of the Companies Act, 2013 are tabled below:

Your Company has also accepted exempted deposits. The closing balance as on 31^st March, 2024 are given below:

Your Company has filed form DPT-3 being Return of Deposits for the financial year ended 31^st March, 2024.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans given and investments made which are covered under the provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the Audited Standalone Annual Financial Statements. The Company has not given any guarantees or security against loan given to any person under the provisions of Section 186 of the Companies Act, 2013.

15. RELATED PARTY TRANSACTIONS:

A Related Party Transaction (RPT) Policy has been adopted by the Board of Directors for determining the materiality of transactions with related parties and dealings with them. The said policy may be referred to, at your Company's website at the web link, https://valsonindia.com/wp-content/uploads/2016/08/Related-Party-Transactions-Policy.pdf. All transactions with related parties are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the RPTs, which are foreseeable and repetitive. A statement giving details of all RPTs are placed before the Audit Committee and the Board of Directors on a quarterly basis.

Further the members may note that your Company has not entered into the following kinds of related party transactions:

- Contracts/arrangement/transactions, which are not at arm's length basis or in the ordinary course of business.

- Any Material contracts/arrangement/transactions [as per Regulation 23 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015]

16. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 is not applicable to your Company.

17. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure B".

18. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY:

In line with the regulatory requirements, your Company has framed a Risk Management Policy to identify and access the key business risk areas and a risk mitigation process. A detailed exercise is being carried out at regular intervals to identify, evaluate, manage and monitor all business risks. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

The inherent risks to the business of your Company are as follows:

a) Foreign Exchange Risk

b) Yarn Price Risk

c) Stiff Global Competition

d) Government Policy on incentives for exports

e) Risk elements in business transactions

f) Success of Cotton Crop

All the above risk has been discussed in the Management Discussion and Analysis Report. The Chairman and Managing Director, CEO & CFO mitigate the risk with the help of their depth of knowledge of market, assistance of senior management and forecast based on various data available with your Company. Your Company has developed the analysis of market data which helps in decision making and to ensure the mitigation of the risk. In the opinion of the Board, there are no risks which threaten the existence of the Company.

Your Company has not formed Risk Management Committee as it is not applicable as per Regulation 21 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Over the years, your Company has established a reputation for doing business with integrity and displays zero tolerance for any form of unethical behaviour. Whistle Blower Policy is the vigil mechanism instituted by your Company to report concerns about unethical behaviour in compliance with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. The Board's Audit Committee oversees the functioning of this policy.

Protected disclosures can be made by a whistle blower through several channels to report actual or suspected frauds and violation of your Company's Code of Conduct and / or Whistle Blower Policy. Details of the Whistle Blower Policy have been disclosed on your Company's website at https://valsonindia.com/wp-content/uploads/2016/08/whistle-blower-Policy-Valson.pdf.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

21.1 Statutory Auditors:

The members of the Company at its 39^th Annual General Meeting held on 23^rd September, 2023 had approved the appointment of M/s. Bastawala & Associates., Chartered Accountants as the statutory auditors of the Company for a term of 5 years. They shall hold the office of statutory auditors from the conclusion of 39^th Annual General Meeting until the conclusion of the 44^th Annual General Meeting.

In view of the amendment to Section 139 of the Companies Act, 2013, the Company is not required to ratify the re-appointment of the Statutory Auditor at every Annual General Meeting. Hence, the item of ratification of re-appointment of Statutory Auditor is not considered in this Annual General Meeting. In view of the same M/s Bastawala & Associates., Chartered Accountants will continue to act as Statutory Auditors of the Company for Financial Year 2024 - 25.

21.2 Statutory Auditors' Observations:

The audit report given by the statutory auditors on the financial statements of your Company is part of the Annual Report. There are no qualification, reservation or adverse remark made by the statutory auditors in their Audit Report.

21.3Secretarial Audit:

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. P. C. Shah & Co., Practicing Company Secretaries as Secretarial Auditors for conducting Secretarial Audit of your Company for the financial year ended 31^st March, 2024.

The report of the Secretarial Auditor is attached as "Annexure C". The Secretarial Audit Report does not contain any qualification, observation or adverse remark.

21.4Cost Audit:

In terms of the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Amendment Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts are made and records have been maintained for the year 2023 - 2024.

The Company is required to audit its cost records for the financial year ending 31^st March, 2025. The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. ABK & Associates Cost Accountants (FRN: 000036) as the Cost Auditors of the Company, for the financial year ending 31^st March, 2025, at a remuneration as mentioned in the Notice convening the 40^th Annual General Meeting of the Company.

A resolution seeking ratification by the members for the remuneration payable to Cost Auditor for the financial year ending 31^st March, 2025 has been proposed at item no. 3 of the Notice of the 40^th Annual General Meeting of the Company and same is recommended for your consideration and approval.

22. REPORTING OF FRAUDS BY AUDITORS:

During the financial year under review, neither the statutory auditors nor the secretarial auditors and cost auditors have reported to the Audit Committee of the Board, under Section 143 (12) of the Act, any instances of fraud committed against your Company by its officers or employees, the details of which would need to be mentioned in this Report.

23. COMPLIANCE OF SECRETARIAL STANDARDS:

The Board of Directors affirms that your Company has complied with the applicable Secretarial Standards (SS) issued by the Institute of Companies Secretaries of India (SS1 and SS2), respectively relating to Meetings of the Board, its Committees and General Meeting, which have mandatory application during the year under review.

24. GREEN INITIATIVES:

In view of COVID-19 pandemic, the Ministry of Corporate Affairs vide its circular no. 17 / 2020 dated 13^th April, 2020, circular no. 20 / 2020 dated 5^th May, 2020 and circular No. 02/2022 dated 5^th May, 2022 and SEBI vide its circular bearing reference no. SEBI/HO/CFD/CMD1/ CIR/ P/ 2020/79 dated 12^th May, 2020 and SEBI/HO/DDHS/P/CIR/2023/0164 dated 6^th October, 2023 has dispensed with the requirement of sending hard copy of full annual report to the members.

Electronic copies of the annual report for the financial year 2023 - 24 and Notice of the 40^th Annual General Meeting (AGM) are sent to all members whose email addresses are registered with your Company / Depository Participant(s).

Members who have not registered their email address can do so by following the steps as mentioned in the notes of notice of 40^th AGM. Alternatively, if they need the soft copy of the annual report, they are requested to download the same from the website of the Company i.e. www.valsonindia.com or from the website of BSE Limited i.e. www.bseindia.com or write to the Company at pritesh@valsonindia.com or cs@valsonindia.com.

Pursuant to the Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015, your Company provides e-voting facility to all its members to enable them to cast their votes electronically on all resolutions set forth in the Notice.

25. ANNUAL RETURN:

Pursuant to sub-section 3 (a) of section 134 and sub-section (3) of section 92 of the Companies Act, 2013 the Annual Return for the financial year ended 31st March, 2024 in Form MGT 7 is available on the Company's website at https://valsonindia.com/investor-relations.

26. CORPORATE GOVERNANCE:

The Board of Directors affirm their continued commitment to good corporate governance practices. During the year under review, your Company has complied with the provisions relating to corporate governance as provided under the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. The compliance report together with a certificate from the Company's Secretarial Auditor, M/s. P C. Shah & Co., Practicing Company Secretaries confirming the compliance is provided in the Report on Corporate Governance, which forms part of the Annual Report.

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

Your Company firmly believes in providing a safe, supportive and friendly workplace environment - a workplace where our values come to life through the supporting behaviors. Positive workplace environment and a great employee experience are integral part of our culture. Your Company believes in providing and ensuring a workplace free from discrimination and harassment based on gender.

Your Company educates its employees as to what may constitute sexual harassment and in the event of any occurrence of an incident constituting sexual harassment, your Company provides the mechanism to seek recourse and redressal to the concerned individual subjected to sexual harassment.

Your Company has a Sexual Harassment Prevention and Grievance Handling Policy in place to provide clarity around the process to raise such a grievance and how the grievance will be investigated and resolved. An Internal Complaints Committee has been constituted in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

No complaint was raised and pending as on 1^st April, 2023 and no complaint has been raised during the financial year ended 31^st March, 2024.

28. CEO AND CFO CERTIFICATION:

A certificate from Mr. Kunal Mutreja, Whole Time Director & CEO and Mr. Varun Mutreja, Whole Time Director & CFO, pursuant to provisions of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, for the financial year under review was placed before the Board of Directors of your Company at its meeting held on 29^th May, 2024. The certificate is attached and forms part of this Report.

29. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE:

M/s. P C. Shah & Co., Practicing Company Secretaries, has issued a certificate as required under the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, confirming that none of the Directors on the Board of your Company have been debarred or disqualified from being appointed or continuing as Director of companies by the SEBI / Ministry of Corporate Affairs or any such statutory Authority. The certificate is attached and form part of this Report.

30. ANNUAL SECRETARIAL COMPLIANCE REPORT:

M/s. P. C. Shah & Co., Practicing Company Secretaries, has issued Annual Secretarial Compliance Report for the financial year ended 31^st March, 2024 pursuant to Regulation 24A of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 which covers a broad check on compliance with the applicable SEBI Regulations and circulars / guidelines issued thereunder on an annual basis. The said Report has been filed with BSE Limited on 29^th May, 2024.

31. INSOLVENCY AND BANKRUPTCY CODE:

No application has ever been filed against the Company under the Insolvency and Bankruptcy Code, 2016.

32. ONE TIME SETTLEMENT WITH BANKS:

The Company has not made one-time settlement with the banks or financial institutions.

33. CAPITAL EXPENDITURE:

During the year 2023-2024 the company has procured the need base machinery and ancillaries of Rs. 318.38 Lakhs including Capital WIP The said CAPEX has been partly financed way of term loan from by Kotak Mahindra Bank (i.e. Rs. 125.00 Lakhs).; the details are as under:

34. MANAGEMENT DISCUSSION AND ANALYSIS:

As required under the Schedule V (B) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, report on "Management Discussion and Analysis" is attached and forms part of this Annual Report.

35. LISTING WITH STOCK EXCHANGES:

Your Company is listed with one Stock Exchange i.e. BSE Limited. Your Company has duly paid the listing fees to BSE Limited.

36. ACKNOWLEDGEMENTS:

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of your Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of your Company for their unstinted commitment and continued contribution to your Company.

37. CAUTIONARY STATEMENT:

Statements in the Board's Report and the Management Discussion & Analysis describing your Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement.