Valiant Organics Ltd Directors Report

To

The Members of VALIANT ORGANICS LIMITED,

Your Board of Directors ("Board") are pleased to present this 21st (Twenty-First) Annual Report of Valiant Organics Limited (the "Company" / "VOL" / "Valiant") along with the Audited Financial Statements and Report of Auditors thereon for the Financial Year ended March 31, 2026.

COMPANYS FINANCIAL HIGHLIGHTS:

(Rs in Lakhs except EPS)

	Standalone		Consolidated
Particulars	2025-26	2024-25	2025-26	2024-25
Revenue From Operations	73,838.31	71,876.18	73,875.87	71,876.18
Other Income	691.48	825.37	691.99	877.74
Total Income	74,529.79	72,701.54	74,567.86	72,753.92
EBITDA	9,510.22	6,222.41	9,509.75	6,272.84
Depreciation & Amortisation	3,956.50	3,576.04	3,956.50	3,576.04
Profit before Finance Costs	5,553.72	2,604.88	5,553.25	2,655.30
Finance Costs	1,819.91	2,405.37	1,819.91	2,405.39
Profit before Exceptional income	3,733.81	240.99	3,733.35	291.40
Exceptional Items	572.08	-	460.12	(76.23)
Profit before Tax	4,305.89	240.99	4,193.47	215.17
Total Tax Expenses	870.33	540.83	870.62	557.93
Net Profit / (Loss) for the period	3,435.56	(299.84)	3,322.85	(342.76)
Other Comprehensive Income	4.55	(92.70)	4.55	(95.41)
Total of profit and other comprehensive income for the period	3,440.11	(392.54)	3,327.40	(438.17)
Earnings Per Share (in Rs)
Basic	12.27	(1.09)	11.86	(1.24)
Diluted	12.26	(1.09)	11.86	(1.24)

OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE:

On a Standalone basis, the Revenue from Operations for FY 2026 was Rs 73,838.31 Lakhs, higher by 2.73 % over the previous years Revenue from Operations of Rs 71,876.18 Lakhs. The profit after tax ("PAT") attributable to shareholders for FY 2026 was Rs 3,435.56 Lakhs as against Rs (299.84) lakhs for FY 2025.

On a Consolidated basis, the Revenue from Operations for FY 2026 was Rs 73,875.87 Lakhs, higher by 2.78 % over the previous years Revenue from Operations of Rs 71,876.18 Lakhs. The profit after tax ("PAT") attributable to shareholders for FY 2026 was Rs 3,322.85 Lakhs as against Rs (342.76) Lakhs for FY 2025.

On a Standalone basis, Your Companys Earnings before Interest Depreciation and Taxes stood at Rs 9,510.22 Lakhs in FY 2026 as compared to Rs 6,222.41 Lakhs in FY 2025. Likewise Earning per share stood at in FY 2025-26 Rs 12.27 (Basic) and Rs 12.26 (Diluted) as compared Rs (1.09)/- (Basic) and Rs (1.09)/- (Diluted) in FY 2024-25.

On a Consolidated basis, Your Companys Earnings before Interest Depreciation and Taxes stood at Rs 9,509.75 Lakhs in FY 2026 as compared to Rs 6,272.84 Lakhs in FY 2025. Likewise Earning per share Rs 11.86 /- (Basic) and Rs 11.86/- (Diluted) stood at in FY 2025-26 as compared to Rs (1.24)/- (Basic) and Rs (1.24)/- (Diluted) in FY 2024-25.

DIVIDEND:

Your Directors regret to state their inability to recommend any dividend on equity shares for the financial year ended March 31, 2026.

STATE OF AFFAIRS:

The state of affairs of the Company is set out in the Management Discussion and Analysis Report, which forms an integral part of this Annual Report.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there is no change in the nature of business of the Company.

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 Companys 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 financial year ended March 31, 2026, the Authorised Share Capital has not changed and stood at Rs 55,00,00,000 (Rupees Fifty-Five Crore Only) divided into 5,21,00,000 (Five Crore Twenty-One Lakh) Equity shares of Rs 10 (Rupees Ten only) each, 20,00,000 (Twenty Lakhs) Optionally Convertible Preference Shares of Rs 10 (Rupees Ten only) each, 40,000 (Forty Thousand) Preference Shares of Rs 100 (Rupees Hundred Only) each, and 5,00,000 (Five Lakhs) Redeemable Preference Shares of Rs 10 (Rupees Ten Only) each.

Allotment under Employee Stock Option Plan:

Pursuant to the exercise of stock options under the existing "Valiant - Employees Stock Option Plan 2022", the Company allotted 15,000 equity shares to the eligible employee on November 29, 2025.

Consequently, as on March 31, 2026, the issued, subscribed and paid-up share capital of the Company stood at Rs 28,01,96,100/-, comprising 2,80,19,610 fully paid-up equity shares of face value Rs 10/- each.

Subsequent to the close of the financial year, the Company allotted a further 15,000 equity shares to the eligible employee on June 22, 2026, pursuant to the exercise of stock options under the aforesaid ESOP Scheme. Consequently, as on the date of this Report, the issued, subscribed and paid-up share capital of the Company stands at Rs 28,03,46,100/-, comprising 2,80,34,610 fully paid-up equity shares of face value Rs 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 - EMPLOYEES STOCK OPTION PLAN - 2022:

The Board of Directors formulated the Valiant - Employees Stock Option Plan - 2022 ("ESOP-2022" / the "Scheme") 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 to 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 Rs 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:

- 15,000 Stock Options were exercised and allotted to eligible employee on November 29, 2025; and

- an aggregate 16,000 Stock Options were granted to an eligible employees of the Company on May 22, 2025 and November 13, 2025.

Pursuant to Regulation 14 read with Part F of Schedule I to the SEBI (Share Based Employee Benefits and Sweat

Equity) Regulations, 2021, the applicable disclosures relating to ESOP-2022 are available on the Companys website at https://www.valiantorganics.com/investors.php?action=showCategory&id=32.

A certificate issued by M/s Mehta & Mehta, Practicing Company Secretaries and Secretarial Auditor of the Company, confirming that ESOP-2022 has been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the Members, is available on the Companys website at: https://www.valiantorganics.com/assets/investors/pcs-certificate-14-08-2026.pdf.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company as on March 31, 2026, has 2 (Two) subsidiaries namely, Valiant Specialty Chemical Limited, and Dhanvallabh Ventures LLP.

As on March 31, 2026, the Company has 2 indirect Associate Companies namely, Valiant Laboratories Limited and Valiant Advanced Sciences Private Limited. The Company does not have any Joint Venture.

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

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

MATERIAL SUBSIDIARY:

Based on the audited financial statements for the financial year ended March 31, 2026, and in accordance with Regulation 16(1)(c) of the Listing Regulations read with the Companys Policy on Determination of Material Subsidiaries, Dhanvallabh Ventures LLP has been identified as a material unlisted subsidiary, as it satisfies the criteria prescribed under the aforesaid Regulation.

The Company has formulated a Policy on Determination of Material Subsidiaries, which is available on the website of the Company at: 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 2025-26, 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, 2026, the Board comprises 11 (Eleven) Directors out of which 5 (five) are Executive Directors, 2 (two) Non-Executive Directors and 4 (four) 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:

Shri Navin C. Shah (DIN: 01415556), Chairperson, and Smt. Sonal A. Vira (DIN: 09505883) were re-appointed as Independent Directors of the Company for a second consecutive term of five years with effect from August 04, 2025, pursuant to the Special Resolution passed by the Members through Postal Ballot on January 01, 2025.

Through the same Postal Ballot, Shri Nemin M. Savadia (DIN: 00128256) and Shri Siddharth D. Shah (DIN: 07263018) were also re-appointed as Executive Directors of the Company for a second term with effect from May 01, 2025 and June 01, 2025, respectively.

Furthermore, in accordance with Section 152 of the Companies Act, 2013, Shri Mahek M. Chheda (DIN: 06763870), Executive Director and CFO, and Dr. Kiritkumar H. Desai (DIN: 08610595), Non-Executive Non-Independent Director, who retired by rotation, were re-appointed by the Members at the 20th AGM held on September 26, 2025.

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), Executive Director and Shri Santosh S. Vora (DIN: 07633923), Non-Executive Non-Independent Director, being the Directors longest in office and liable to retire by rotation, shall retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors has recommended their re-appointment and the matter is being placed for seeking approval of members at the ensuing Annual General Meeting of the Company.

Pursuant to Regulation 36 of the Listing Regulations read with Secretarial Standard- 2 on General Meetings, necessary details of Shri Nemin M. Savadia and Shri. Santosh S. Vora, are provided as an Annexure I 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:

At the beginning of the financial year 2025-26, Shri Mulesh M. Savla (DIN: 07474847) ceased to be an Independent Director of the Company upon completion of his second consecutive term, with effect from April 19, 2025. The Board expressed its gratitude for his dedicated service to the Company.

Declarations by Independent Directors:

In accordance with Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the Listing Regulations, as amended, each Independent Director of the Company has provided a written declaration confirming that he/she meets the criteria of independence as stipulated under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after due assessment of the veracity of the same.

In the opinion of the Board, Independent Directors fulfil the conditions specified in Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Listing Regulations and are independent from Management and hold the highest degree of integrity and are individuals who are experts in their respective fields with enormous experience. The terms and conditions of appointment of the Independent Directors are placed on the website of the Company at the web link: https://www.valiantorganics.com/assets/investors/Code%20of%20Conduct%20for%20Independent%20Director.pdf

All the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. 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/details-of-familiarisation-programme-2025-26.pdf

Pecuniary Relationship of Non-Executive Directors:

During the financial year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees paid to them for attending meetings of the Board and/or Committees of the Board.

Number of Meetings of the Board:

The Board met 6 (Six) times during the Financial Year 2025-26. 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. The separate meetings of the Independent Directors of the Company, pursuant to Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the Listing Regulations, were held during the Financial Year 2025-26, without the presence of Non-Independent Directors and members of the Management.

Key Managerial Personnel:

In terms of the provisions of Sections 2(51) and 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of the Company as on March 31, 2026:

Sr. No.	Name	Designation
1	Shri Parimal H. Desai	Managing Director
2	Shri Sathiababu K. Kallada	Managing Director
3	Shri Mahek M. Chheda	Executive Director and Chief Financial Officer
4	Shri Nemin M. Savadia	Executive Director
5	Shri Siddharth D. Shah	Executive Director
6	Shri Kaustubh B. Kulkarni	Company Secretary and Compliance Officer

During the financial year 2025-26, there has been no change in the Key Managerial Personnel of the Company as per Sections 2(51) and 203 of the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5), your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, 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, 2026, 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 an annual performance evaluation of its own performance, the directors individually as well as the working of its Committees.

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

Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representation of shareholder interest and enhancing shareholder value, experience and expertise to provide feedback, and guidance to top management on business strategy, governance, risk and understanding of the organizations 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, 2026, 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)

- Restructuring 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 Company has constituted an Audit Committee in terms of the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 18 of the Listing Regulations. The details of the composition of the Audit Committee, terms of reference, meetings held and other relevant information 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. A brief overview of the Companys CSR Policy and the prescribed particulars relating to CSR are provided in Annexure-B to this Report, in the format prescribed under the said Rules.

Your Company, directly and through implementing agencies / NGOs, has been doing work in the following sectors:

- Cluster and Rural Development

- Education and Skill Development

- Childcare and Healthcare Facilities

- Women Empowerment

- Social Welfare

- Housing Aid

- Water Conservation and Environment Sustainability

The Companys above CSR initiatives and activities are in alignment with the statutory requirements under Section 135.

The detailed Policy on Corporate Social Responsibility is available on the website of the Company on the web link https://www.valiantorganics.com/assets/investors/CSR%20Policy.pdf. The details of the composition of the CSR Committee and its term of reference are set out in the Corporate Governance Report, which is a part of this Report.

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. Valiants 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.

Valiants 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, 2026, the Company had 908 permanent employees at its manufacturing plants and administrative office.

NOMINATION AND REMUNERATION POLICY:

Your Company has in place a Nomination and Remuneration Policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy also lays down criteria for selection and appointment of Board Members. The remuneration paid to the Directors, Key Managerial Personnel and Senior Management of the Company is as per the terms laid down in the Nomination and Remuneration Policy of the Company. The managerial remuneration for the financial year 2025-26 was within the limits prescribed under the Companies Act, 2013, and relevant Schedule and Rules made thereunder.

The policy on remuneration and other matters provided in Section 178(3) of the Companies Act, 2013, and Regulation 19 of the Listing Regulations has been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the Companys website at the

link: https://www.valiantorganics.com/assets/investors/nomination-and-remuneration-policy-new.pdf

PARTICULARS OF EMPLOYEES:

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-B1 and forms part of this report. As per first proviso to Section 136(1) of the Companies Act, 2013 and second proviso of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the report and financial statements are being sent to the members of the Company excluding the statement of particulars of employees under Rule 5(2). However, these are available for inspection during business hours up to the date of the forthcoming AGM at the Registered Office and Corporate Office of the Company. Any Member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered and Corporate 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:

The Members are informed that the Board of Directors, at its meeting held on November 13, 2024, had approved a proposal to raise funds of up to Rs 50 crores through a rights issue of equity shares. Subsequently, considering regulatory developments and evolving strategic funding requirements, the Board, on June 12, 2025, approved the withdrawal of the said proposal.

Thereafter, the Board considered raising funds through a public issue of securities. However, in view of the Company having secured adequate funding through banking channels, the Board, at its meeting held on November 13, 2025, decided not to proceed with the proposed fund raising. The requisite disclosures in respect of the aforesaid matters were duly made to BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") from time to time.

Subsequent to the close of FY 2025-26, the Board at its meeting held on May 16, 2026, granted in principle approval to evaluate potential restructuring options involving the Company, its subsidiaries and associates, which could take the form of amalgamation, merger, demerger, transfer or other reorganization, aimed at shareholder value creation, business simplification and operational synergies. As part of this exercise, the Board at its meeting held on May 19, 2026, approved the Companys cessation as a partner of Dhanvallabh Ventures LLP ("DVLLP") and the proposed settlement of the Companys partnership interest therein, including transfer of equity shares of Valiant Laboratories Limited and other consequential actions in accordance with the LLP Agreement and the definitive documentation proposed to be executed in this regard. Being a material related party transaction, the proposal was reviewed and recommended by the Audit Committee, and both the cessation of the Companys partnership in DVLLP and the associated material related party transaction were placed before the shareholders for approval by way of special resolution under the applicable Regulations of the Listing Regulations.

Thereafter, the management was of the view that the proposed cessation of the Companys partnership interest in DVLLP warranted reconsideration as part of a broader evaluation of restructuring alternatives involving other group entities, before proceeding further with the transaction. Based on this evaluation and the submissions made by the Management, and on the recommendation of the Audit Committee, the Board at its meeting held on June 18, 2026, decided not to proceed, for the time being, with the Companys cessation as a partner of DVLLP and the related material related party transaction. There are currently no further updates in this regard to be shared with the shareholders.

The events referred to above are not material or significant in nature. Apart from the matters stated above, no material changes or commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report.

RISK MANAGEMENT:

Your Company recognises that risk is an integral part of its business and is committed to identifying, assessing and managing risks in a proactive and effective manner. Effective risk management enables the Company to make informed decisions and supports the achievement of its strategic and operational objectives.

In compliance with Regulation 21 of the Listing Regulations, the Company has constituted a Risk Management Committee. The Committee meets at least twice a year to review the key risks impacting the business, evaluate the effectiveness of risk mitigation measures and ensure that appropriate processes are in place for monitoring and managing such risks. In the opinion of the Board, there are no elements of risk which, at present, may threaten the existence of the Company.

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 Companys 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:

Pursuant to the provisions of Sections 124(5) and 125 of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, any dividend remaining unclaimed or unpaid for a continuous period of seven years is required to be transferred to the Investor Education and Protection Fund (IEPF). Further, the corresponding shares in respect of which dividends have remained unclaimed for seven consecutive years are also required to be transferred to the demat account of the IEPF Authority.

During the financial year under review, the Company transferred unclaimed Final Dividend for the financial year 2017-18 amounting to Rs 19,280 and unclaimed Interim Dividend for the financial year 2018-19 amounting to Rs 3,750 to the IEPF in November 2025 and December 2025, respectively. No corresponding shares were required to be transferred to the IEPF Authority, as there were no shares against which dividends had remained unclaimed for seven consecutive years.

Further, the unclaimed Final Dividend for the financial year 2018-19 amounting to Rs 4,200 is due for transfer to the IEPF in November 2026 and the unclaimed Interim Dividend for the financial year 2019-20 amounting to Rs 95,250 is due for transfer in December 2026, if the same remains unclaimed by the respective due dates.

Pursuant to the Investor Education and Protection Fund (Uploading of Information Regarding Unpaid and Unclaimed Amounts Lying with Companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts outstanding as on March 31, 2026, and the details of the dividend amounts already transferred to the IEPF on its website at https://www.valiantorganics.com/investors.php?action=showSubcat&id=8.

Members are requested to claim their unpaid or unclaimed dividends from the Company within the prescribed timelines to avoid transfer of such amounts and the corresponding shares to the IEPF. Members whose unpaid or unclaimed dividends have already been transferred to the IEPF may claim the same from the IEPF Authority by making an application in Form IEPF-5 in accordance with the prescribed procedure available on the website of the Ministry of Corporate Affairs.

- 100 DAYS CAMPAIGN- SAKSHAM NIVASHAK:

The Investor Education and Protection Fund Authority ("IEPFA"), Ministry of Corporate Affairs ("MCA"), through its communication dated July 16, 2025, requested companies to undertake a 100 Days Campaign - Saksham Niveshak to reach out to shareholders whose dividends/shares remained unpaid or unclaimed.

In line with this initiative, the Company launched the campaign with the objective of creating awareness among shareholders regarding the importance of updating their KYC details and claiming unpaid or unclaimed dividends/shares before such dividend amounts/shares are transferred to the Investor Education and Protection Fund.

As part of the campaign, the Company undertook the following initiatives:

a) Published notices in newspapers.

b) Updated the relevant information on the Companys website.

c) Sent letters to all shareholders whose dividend amounts pertaining to the Final Dividend 2017-18 and Interim Dividend 2018-19 remained in the Unclaimed Dividend Account.

d) Issued reminder letters to the same shareholders.

Irrespective of the response received from shareholders, the Company remained committed to creating awareness and facilitating timely action for claiming unpaid or unclaimed dividends.

- SECOND 100 DAYS CAMPAIGN- SAKSHAM NIVASHAK:

At the conclusion of the financial year 2025-26, the IEPFA, MCA, through its communication dated March 27, 2026, requested companies to relaunch the Second 100 Days Campaign - Saksham Niveshak, with the objective of reaching out to shareholders whose dividends/shares continued to remain unpaid or unclaimed.

Accordingly, the Company relaunched the campaign by undertaking the same awareness initiatives as detailed above. The campaign yielded positive results, with the number of shareholders having unpaid or unclaimed dividends in the Unclaimed Dividend Account reducing from 366 to 178 during the campaign period.

The Company remains committed to enhancing shareholder awareness and will continue to undertake appropriate initiatives to encourage shareholders to update their records and claim their rightful entitlements in a timely manner.

RELATED PARTY TRANSACTIONS:

The Company has formulated a Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The Policy is available on the Companys website at https://www.valiantorganics.com/assets/investors/related-party-transactions-policy-20-02-2026.pdf.

All related party transactions entered into during FY 2025-26 were in the ordinary course of business and on an arms length basis. The transactions were undertaken in compliance with the applicable provisions of the Companies Act, 2013, the SEBI Listing Regulations and the aforesaid Policy. Material related party transactions were entered into after obtaining the requisite approvals of the Audit Committee and the Members, as applicable. Related party transactions involving subsidiaries were also placed before the Audit Committee and the Members wherever required under Regulation 23 of the SEBI Listing Regulations.

All related party transactions were placed before the Audit Committee for its review and approval or ratification, wherever required. Prior omnibus approval was obtained for transactions that were foreseen and repetitive in nature, a statement of transactions entered into pursuant to such omnibus approval, specifying their nature, value and principal terms and conditions, was placed before the Audit Committee for review on a quarterly basis.

Proposals seeking approval of the Members for material related party transactions proposed to be entered into by the Company with certain related parties during the period commencing from the conclusion of the ensuing 21st AGM until the conclusion of the next AGM form part of the Notice convening the ensuing AGM.

Details of related party transactions are disclosed in the notes to the standalone and consolidated financial statements. The Company also submitted disclosures of related party transactions to the Stock Exchanges on a half-yearly basis in the prescribed format pursuant to Regulation 23(9) of the SEBI Listing Regulations.

Pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of contracts or arrangements with related parties referred to in Section 188(1), including material transactions undertaken on an arms length basis, are set out in Form AOC-2 annexed to this Report as Annexure-C.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the Notes to the Financial Statements of the Company.

In line with the Companys commitment to increasing the use of renewable energy and optimising energy costs, the Company entered into a Share Subscription and Shareholders Agreement on April 24, 2025, with Prozeal Green Power Private Limited and Pro-Zeal Green Power Eight Private Limited ("PGPEPL"), a Special Purpose Vehicle incorporated for the development, construction, operation and maintenance of renewable energy projects. Pursuant to the said agreement, the Company subscribed to 26.25% of the equity share capital of PGPEPL.

Subsequently, in accordance with the terms of the aforesaid agreement and pursuant to the approval of the Finance and Investment Committee, acting under the authority delegated by the Board of Directors, the Company subscribed to 11,364 (Eleven Thousand Three Hundred Sixty-Four) Compulsory Convertible Debentures (CCDs) of face value of Rs 1,000 each in PGPEPL on April 2, 2026.

During the year, Dhanvallabh Ventures LLP (the "LLP"), Material Subsidiary of the Company has subscribed to the equity shares of Valiant Laboratories Limited, an Indirect Associate of the Company, pursuant to its Rights Issue. The subscription consideration was adjusted against the outstanding loan earlier advanced by Dhanvallabh Ventures LLP to Valiant Laboratories Limited, thereby settling the said loan. The details of the transaction have been disclosed in the Notes to Accounts of the Subsidiary Company.

Further, the Company made an additional capital contribution of Rs9.43 Crores in aforesaid LLP on June 16, 2025. The said contribution was made in the ordinary course of business, solely to maintain the Companys proportionate contribution in the LLP and did not result in any change in the Companys ownership interest, control or other rights in the LLP. The relevant details are disclosed in the Notes to Accounts forming part of the Financial Statements.

During the year, an investment of Rs2,66,100, representing 26,610 equity shares of Rs10 each in Narmada Clean Tech, which had vested in the Company pursuant to successive schemes of amalgamation, was identified and regrouped from "Security Deposits" to "Investments". The regrouping did not involve any fresh investment or cash outflow during the year.

DEPOSITS:

The Company has not accepted any deposits from the public within the meaning of Chapter V of the Companies Act, 2013 and, accordingly, no amount on account of principal or interest on such deposits was outstanding as at the close of the financial year.

Details of security deposit accepted in the ordinary course of business are disclosed in the notes forming part of the standalone financial statements. Such security deposits do not constitute deposits within the meaning of the Companies Act, 2013 and the rules made thereunder.

CREDIT RATING:

During the year, on May 07 2025, CRISIL Ratings Limited ("CRISIL") re-affirmed its rating of CRISIL A-/Negative for long-term and CRISIL A2+ for short-term loan facilities.

After the conclusion of FY 2025-26, on August 05, 2026, CRISIL has re-affirmed its rating and revised the outlook on long term ratings from "Negative" to "Stable" as mentioned below:

Facilities	CRISIL Ratings
Long term rating	Crisil A-/ Stable (Outlook revised from Negative; Rating Reaffirmed)
Short term rating	Crisil A2 + (Re-affirmed)

The necessary disclosures have been submitted to the Stock Exchanges in this behalf.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the period under review, there were no significant material orders passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.

Further, any notices, communications or penalty orders received from regulators or other authority 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 and the same has been provided in the Report of Corporate Governance forming part of this Annual Report.

SAFETY, HEALTH AND ENVIRONMENT:

The Company is committed to maintaining the highest standards of Environment, Health, Safety and Quality (EHSQ) across its operations and continues to adopt industry best practices to ensure a safe, responsible and sustainable working environment. As part of this commitment, the Company conducts regular EHS and Operations & Maintenance (O&M) training programmes and toolbox talks for employees and contractors. Various safety audits, EHS campaigns, and awareness initiatives, including the observance of National Safety Week and World Environment Day, are undertaken to reinforce safe working practices and strengthen awareness of EHS protocols aimed at preventing accidents and workplace incidents.

The Company has integrated process safety and risk management practices across its manufacturing operations. All plants undertake appropriate process hazard assessments, including HAZOP studies, What-If analyses, Management of Change (MOC) reviews and Job Safety Analyses (JSA), as applicable to the nature of the activities. The Company continuously encourages employees and contractors to adopt safe working practices and has implemented appropriate EHS management systems and procedures. These initiatives are aimed at fostering a strong culture of learning, awareness and responsible implementation of Health, Safety and Environment systems across the organisation.

The Company remains committed to complying with all applicable statutory and regulatory requirements relating to health, safety and the environment. It continues to promote environmentally responsible and eco-friendly manufacturing practices, with a focus on minimising the generation and discharge of harmful pollutants.

Of the Companys six manufacturing units, five are Zero Liquid Discharge (ZLD) units. The Company also continues to focus on improving energy efficiency across its manufacturing operations by reducing energy consumption per unit of output. In this regard, the Company has achieved moderate cost savings through the effective utilisation of high-pressure steam generated from manufacturing processes for captive power generation, thereby improving overall energy efficiency and resource utilisation.

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 Companys 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, 2026:

Upon receipt of approval from the shareholders at the 18th 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 18th AGM held on September 15, 2023, till the conclusion of the 23rd AGM to be held in 2028. The requirement for the ratification of auditors 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, 2026. The said Auditors Report(s) for the financial year ended March 31, 2026, on the financial statements of the Company forms part of this Annual Report.

The Auditors Report for the financial year ended March 31, 2026 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. During the year under review, the Statutory Auditors, Secretarial Auditor and Cost Auditor have 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 Accountant, (Membership No.16028) as the Cost Auditor of the Company for Financial Year 2026-27 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 Members ratification for the remuneration payable to Ketaki D. Visariya, Cost Accountant, is included at the Notice convening the Annual General Meeting.

Secretarial Auditor and their Audit Report for the year ended March 31, 2026:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, in 20th Annual General Meeting held on September 26, 2025, the Company has appointed M/s. Mehta and Mehta, Practicing Company Secretaries, as a Secretarial Auditor of the Company to undertake the Secretarial Audit of the Company for the period of 5 consecutive years i.e., from 2025-26 to 2029-30.

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, 2026, issued by CS Monali Bhandari (Membership No: A27091), Partner of M/s. Mehta and Mehta, Practicing Company Secretaries, 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) of the Companies Act, 2013. The Secretarial Audit Report for the financial year ended March 31, 2026 does not contain any qualification, reservation, adverse remark or disclaimer.

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, 2026, is available in prescribed format on the website of the Company at the weblink: www.valiantorganics.com

CORPORATE GOVERNANCE:

Corporate Governance essentially involves balancing the interests of a Companys 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 Companys performance, industry trends and other material changes with respect to your Companys 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 2025-26 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/business-sustainability-report-fy-2025-26.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 Companys 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 Department 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 2025-26.

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

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

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

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

SECRETARIAL STANDARDS COMPLIANCE:

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

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

During the Financial Year 2025-26, 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 2025-26, 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 Valiant Organics Limited

Sd/-

Shri Parimal H. Desai

Managing Director

DIN: 00009272

Sd/-

Shri Mahek M. Chheda

Executive Director and CFO

DIN: 06763870

Place: Mumbai

Date: August 12, 2026