Valplast Technologies Ltd Directors Report

FOR THE FINANCIAL YEAR (2025-26)

To,

The Members,

VaIplast Technologies Limited

Your directors have pleasure in presenting their 13^th Annual Report on the business and operations of the company together with the Audited Financial Statements for the year ended on 31^st March, 2026.

FINANCIAL HIGHLIGHTS:

During the year under review, performance of your company was as under:

		(Rs. in Lakh)
Particulars	Standalone
	Year ended 31.03.2026	Year ended 31.03.2025
Revenue from operations	10235.68	6325.12
Other Income	98.11	127.92
Total Income	10333.79	6453.04
Total Expenses	8976.68	5630.99
Profit before tax	1357.11	822.05
Tax Expenses	426.18	210.42
Net Profit after Tax	930.93	611.63
Earnings Per Share	5.49	4.24

STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK:

Your company engaged in the business of waterproofing of underground structures, tunnels, deponies (Disposal site), landfill, dam, channel, shafts, sprayed applied waterproofing, sealing, concrete reconstruction, water proofing of civil works, thermoplastic lining systems, spray applied membrane and other allied services. Your directors are optimist for the growth of the Company in upcoming years.

MATERIAL CHANGES FROM END OF FINANCIAL YEAR TO DATE OF REPORT

Subsequent to the closure of the financial year, the Members of the Company, through Postal Ballot on 28 June 2026, approved the variation in the utilization of the proceeds raised through the Initial Public Offer (IPO), as stated in the Red Herring Prospectus dated 22 September 2025, towards General Corporate Purposes and Working Capital, subject to applicable provisions and approvals.

CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review there was no change in the nature of the business carried by the company. DIVIDEND:

Your directors are pleased to recommend a final dividend of Rs. 1.00/- per equity share (i.e., 10% of the Nominal value of Rs. 10.00/- for the financial year ended 31^st March 2026. The dividend payout is subject to the approval of the members at the ensuing Annual General Meeting.

AMOUNTS TRANSFERRED TO RESERVES:

During the FY ended March 31, 2026, an amount of 930.93 lakhs, being the profit for the FY 2025-26, has been transferred under the head Reserve & Surplus.

CHANGES IN SHARE CAPITAL, IF ANY:

During the financial year under review, the Company successfully completed its Initial Public Offering (IPO). Consequently, the Paid-up Equity Share Capital of the Company increased from Rs. 14,42,59,430 to Rs. 19,62,79,430. This increase was due to the fresh allotment of 5202000 Equity Shares of face value Rs.10.00/- each at a premium of Rs. 44.00/- per share. The shares were subsequently listed on the SME platform of BSE Limited effective from 8^th October 2025.

Disclosure regarding Issue of Equity Shares with Differential Rights pursuant to Rule 4(4) of Companies (Share Capital and Debenture Rules, 2014)

During the period under review the Company had not issued Equity Shares with Differential Rights.

Disclosure regarding issue of Employee Stock Options pursuant to Rule 12(9) of Companies (Share Capital and Debenture Rules, 2014)

During the period under review the Company had not issued Employees Stock Options to the employees.

Disclosure regarding issue of Sweat Equity Shares pursuant to Rule 8(13) of Companies (Share Capital and Debenture Rules, 2014)

During the period under review the Company had not issued Employees Stock Options to its directors or employees at a discount or for consideration other than cash.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026 is available on the Companys website on https://valplastech.com/ under investor relation section.

NUMBER OF BOARD MEETINGS:

Board Meeting No.	Date
1.	11.04.2025
2.	26.06.2025
3.	16.07.2025
4.	07.08.2025
5.	08.08.2025
6.	01.09.2025
7-	08.09.2025
8-	22.09.2025
9.	13.11.2025
10.	15.01.2026
11.	23.03.2026
12.	27.03.2026

ATTENDANCE OF THE DIRECTORS IN THESE MEETINGS WERE AS FOLLOWS:-

Name of Director	Category	No. of Board Meeting held	No. of Board Meeting attended	Last Annual General Meeting attended	Directorship in other Companies	No. of Membership/ Chairmanship of Board committees in other Companies
						Member	Chairperson
Mr. Sanjay Kumar	Managing Director	12	12	Yes	NIL	0	0
Mr. Rajeev Tyagi	Whole-Time Director	12	12	Yes	NIL	0	0
Mr. Yatish Kumar Goel	Executive Director	3	13	No	NIL	0	0
Mrs. Madhunita	Non Executive Independent Director	12	12	Yes	01 1	0	0
Mr. Yogesh Jadon	Non Executive Independent Director	12	12	Yes	02	0	0
Mrs. Manisha Kide (resigned w.e.f 18.12.2025)	Non Executive Independent Director	09	09	Yes	NIL	0	0
Mr. Devendra Singh (resigned w.e.f 20.03.2026)	Whole-Time Director	10	10	Yes	NIL	0	0

PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

During the Financial year no loans, investment and guarantees were made/provided by the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year, there were no contracts or arrangements entered into by the Company in accordance with the Section 188 of the Companies Act, 2013. Therefore, AOC-2 is not required to filled. However, there were related party transactions which are in the ordinary Course of business and at arms length terms. The details of the transactions with related party are provided in the accompanying financial statements.

MATERIAL CHANGES AND COMMITMENTS DURING THE FINANCIAL YEAR 2025-26:

The Board of Directors at its meeting held on 27 March 2026 approved a revision in the utilization schedule of a portion of the net proceeds of the Initial Public Offer disclosed in the Red Herring Prospectus. The utilization towards funding capital expenditure for purchase of machinery, originally proposed for FY 2025-26, has been deferred to FY 2026-27 due to efficient utilization of existing machinery.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes or commitment has occurred after the close of the FY 2025-26 till the date of this Report, which affects the financial position of the Company.

DETAILS OF REVISION OF FINANCIAL STATEMENT OR THE REPORT:

There was no revision of Financial Statement or Report of the Company in respect of any of the three preceding financial years either voluntarily or pursuant to the order of a judicial authority.

CREDIT RATING OF SECURITIES:

During the financial year under review the Company has not taken or issued any unsupported bank borrowings or plain vanilla bonds or any debt instruments and neither has obtained any credit rating from credit rating agencies.

CORPORATE GOVERNANCE:

The members may please note that the provisions relating to Corporate Governance i.e. Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company and accordingly, the Company is not required to submit the Corporate Governance Report with this Annual Report.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, there was no amount liable or due to be transferred to Investor Education and Protection Fund.

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

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

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

Conservation of energy is of utmost significance to the Company. Operations of the Company are not energy intensive. However, every effort is made to ensure optimum use of energy by using energy- efficient computers and other office equipment. Constant efforts are made through regular/ preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy.

The Company is continuously making efforts for induction of innovative technologies and techniques required for the business activities.

Foreign Exchange Earnings and outgo is nil during the reporting period.

DETAILS OF SUBSIDIARY, JOINT VENTURE ORASSOCIATES:

There are no Subsidiary, Joint Ventures & Associates of the Company.

RISK MANAGEMENT POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These risks are discussed at the meetings of the Board of Directors of the Company and are systematically addressed by the Board of Directors through mitigating actions. It is further stated that the Board of Director had not identify any element of risk which in the opinion of the Board may threaten the existence of the company.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year following changes in directors and KMP of the Company-

Mr. Yatish Kumar Goel (DIN: 11467472) appointed as an additional director (Non-Executive Independent) with effect from 15^th January 2026, further his appointment as a Non-Executive Independent Director shall be placed before the Members for regularization at the ensuing Annual General Meeting.

Mrs. Manisha Kide (DIN:10234211), Director resigned from the Company with effect from 18^th December, 2025 due to her Personal and other Professional commitments.

Mr. Devendra Singh (DIN:07562295), Director and CFO, resigned from the Company with effect from 20^th March, 2025 due to his Personal and other Professional commitments.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

There was no significant and material order passed by the regulators, Tribunal or Courts.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly. The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations.

DEPOSITS:

During the financial year under review the Company has not accepted/received any deposits during the year under report falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013:

The company maintained cost records as prescribed by Companies Act, 2013 and rules made thereunder. AUDITORS:

STATUTORY AUDITOR:

M/s. KRA&Co., Chartered Accountants (FRN: 020266N), appointed as statutory auditor in terms of the provisions of Section 139 of the Companies Act, 2013 and rules made thereunder for a period of 5 years at the 10^th Annual General Meeting of the Company.

STATUTORY AUDITORS REPORT

The reports of Statutory Auditors on Financial Statements for the FY 2025-26 forms part of the Annual Report. During the year under review, there are no qualifications, reservations, adverse remarks, disclaimer or emphasis of matter in the Auditors Reports.

INTERNAL AUDITOR

During the year under review, Internal Audit of the Company has been carried out by KSAA & Co, Chartered Accountants, (FRN No. 038529C) appointed as an Internal Auditor of the Company for the financial year 2025-26.

SECRETARIAL AUDITOR

The Board of Directors of the Company had appointed M/s Surendra Barnwal & Associates, Company Secretaries as Secretarial Auditor for the Financial Year 2025-26, to conduct Secretarial Audit of the Company and to furnish the Secretarial Audit Report. The Secretarial Audit Report is annexed as Annexure II to this Report.

BOARDS COMMENT ON THE AUDITORS REPORT:

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

DETAILS IN RESPECTOF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

As per the explanations given by the Auditors in their report no material fraud on or by the Company or any fraud in the Company by its officers or employees has been noticed or reported during the Financial Year 2025-26.

CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:

In pursuance of Section 135 of the Companies Act, 2013, the Board of Directors after the recommendations of the Corporate Social responsibility Committee of Directors (CSR Committee) approved CSR policy for the Valplast Technologies Limited.

The Disclosure of contents of Corporate Social Responsibility Policy in the Boards Report pursuant to the provisions of Companies (Corporate Social Responsibility Policy) Rules, 2014 is at Annexure III. In compliance with Section 135 of the Companies Act, 2013, the Board has constituted the "Corporate Social Responsibility Committee:

The composition of the Corporate Social Responsibility Committee is as under:

S.No. Name of the Director	Status	Nature of Directorship
1. Mr. Sanjay Kumar	Chairman	Managing Director
2. Mr. Yogesh Jadon	Member	Independent Director
3. Mr. Rajeev Tyagi	Member	Whole-time Director

During the year under review pursuant to the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company was required to spend an amount of Rs. 13,72,080.00. However, company spend Rs. 12,00,856.00 towards Corporate Social Responsibility (CSR) activities during the Financial Year 2025-26. The shortfall amount of Rs. 1.71 lakhs pertaining to the current year has been set off against excess CSR expenditure of Rs. 1.71 lakhs incurred in previous years, in accordance with Rule 7(3) of the Companies (CSR Policy) Rules, 2014.

The Annual Report on Corporate Social Responsibility activities is annexed to this report as Annexure-IV. We are pleased to report that the Company has fully spent the prescribed CSR amount during the year for The Project - Educational purpose for Student Empowering Urban Youth Vocational Training Programs in Item No. 1 of Schedule VII of the Companies Act, 2013 through Bhagawan Sri Bala Sai Educational and Charitable.

BOARD EVALUATION:

Pursuant to the provision of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of the Board Committee. A structured questionnaire was prepared covering various aspects of the Board functioning such as execution and performance of specific duties, obligations and governance. The performance evaluation of the non - independent Directors was carried out by the independent Directors. The Directors expressed satisfaction with the evaluation.

COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has Complied with the applicable Secretarial Standards (as amended from time to time issued by The Institute of Company Secretaries of India and approved by Central Government under the Companies Act, 2013.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace. The Board of Directors constituted Committee and adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder.

Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

NO PENDING APPLICATION UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 THE COMPANY HAD NOT MADE APPLICATION OR ANY PROCEEDING PENDING UNDER THE INSOLVENCYAND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR.

The Company had not made application or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

DETAILS OF REMUNERATION OF DIRECTORS FOR THE FINANCIAL YEAR ENDED 31^st MARCH, 2026.

DIRECTOR	SALARY	PERQUISITE AND BENEFITS	BONUS/COM MISSION	SITTING	TOTAL
Mr. SANJAY KUMAR (Managing Director)	1,44,23,996				1,44,23,996
Mr. RAJEEVTYAGI (Whole-Time Director)	54,98,988				54,98,988
MR. DEVENDRASINGH (Whole-Time Director) (resigned w.e.f 20.03.2026)	13,02,612				13,02,612
Mrs. MADHUNITA (Non-Executive-Director)				1,30,000	1,30,000
Mr. YATISH KUMAR GOEL (Non-Executive-Independent Director)	_	_		20,000	20,000
Mr. YOGESH JADON (Non-Executive-Independent Director)				1,30,000	1,30,000
MANISHA KIDE (Non-Executive-Independent Director) (resigned w.e.f 18.12.2025)				1,00,000	1,00,000

The information 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 annexed as Annexure-V.

MATERNITY BENEFIT

The Company confirms that it has fully complied with all provisions of the Maternity Benefit Act, 1961. During the reporting period, no female employees requested maternity benefits. However, the Company remains committed to providing maternity benefits in accordance with the law as and when required by any eligible female employee.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013, the Board of Directors has adopted a vigil mechanism/whistle blower policy of the Company. The policy provides a framework for directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy. Protected disclosures can be made by a whistle blower through an email or to the Chairperson of the Audit Committee. The vigil mechanism/whistle blower policy can be accessed on the Companys website at the link: www.valplastech.com.

COMMITTEES OF BOARD

The Company has the following committees of the Board of Directors as on March 31, 2026 and the details pertaining to such committees are mentioned below:

i) NOMINATION AND REMUNERATION COMMITTEE

Nomination and Remuneration Committee of the company which comprises of the following directors as its members:

Name	Position in the Committee	Designation
Mrs. Manisha Kide	Chairperson	Independent Director
Mrs. Madhunita	Member	Non-Executive Director
Mr. Yogesh Jadon	Member	Independent Director

Mr. Yatish Kumar Goel has been appointed as an Independent Director of the Company and Mrs. Manisha Kide has been resigned w.e.f 18^th Day of December, 2025.

The following shall be the new composition of the committee:

Name	Position in the Committee	Designation
Mr. Yatish Kumar Goel	Chairperson	Independent Director
Mrs. Madhunita	Member	Non-Executive Director
Mr. Yogesh Jadon	Member	Independent Director

ii) AUDIT COMMITTEE

Name	Position in the Committee	Designation
Mrs. Manisha Kide	Chairperson	Independent Director
Mr. Yogesh Jadon-	Member	Independent Director
Mr. Sanjay Kumar	Member	Managing Director

Mr. Yatish Kumar Goel has been appointed as an Independent Director of the Company and Mrs. Manisha Kide has been resigned w.e.f 18^th Day of December, 2025.

The following shall be the new composition of the committee:

Name	Position in the Committee	Designation
Mr. Yatish Kumar Goel	Chairperson	Independent Director
Mr. Yogesh Jadon-	Member	Independent Director
Mr. Sanjay Kumar	Member	Managing Director

iii) STAKEHOLDERS RELATIONSHIP COMMITTEE

Stakeholders Relationship Committee of the company which comprises of the following directors as its members:

Name	Position in the Committee	Designation
Mrs. Madhunita	Chairperson	Non-Executive Director
Mr. Yogesh Jadon	Member	Independent Director
Mr. Devendra Singh	Member	Whole-time Director & Chief Financial Officer

Mr. Devendra Singh has been resigned w.e.f 20th Day of March, 2026. The following shall be the new composition of the committee:

Name	Position in the Committee	Designation
Mrs. Madhunita	Chairperson	Non-Executive Director
Mr. Yogesh Jadon	Member	Independent Director
Mr. Rajeev Tyagi	Member	Whole-time Director

DIRECTORS RESPONSIBILITY STATEMENT:

The Directors would like to inform the Members that the Audited Accounts for the financial year ended March 31, 2026, are in full conformity with the requirement of the Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors M/s. KRA & Co., Chartered Accountants (FRN: 020266N). The Directors further confirm that: -

a) In the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 as at 31st March, 2026 and of the profit /loss of the Company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

There was no employee in the Company, except Board of Directors and Key Managerial Personnel who if employed throughout the financial year, was in receipt of remuneration for the year which, in the aggregate, was not less than Rupees One Crore and Two Lakh or if employed for part of the financial year, was in receipt of the remuneration for any part of that year, at a rate which, in the aggregate, was not less than Rupees Eight Lakh and Fifty Thousand per month or otherwise covered under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 annexed as Annexure-VI.

APPRECIATION

Directors wish to place on record their deep thanks and gratitude to;

a) The Government as well as their respective Departments and Development Authorities connected with the business of the Company, Bankers of the Company for their co-operation and continued support.

b) The Shareholders for the trust and confidence reposed.

c) The Board also takes this opportunity to express its sincere appreciation for the efforts put in by the officers and employees at all levels in achieving the results and hopes that they would continue their sincere and dedicated endeavour towards attainment of better working results during the current year.

ACKNOWLEDGMENT:

The Directors express their sincere appreciation to the valued shareholders, bankers and clients for their support.

For and on behalf of the Board of Directors
Valplast Technologies Limited
Reg. Office
1025 BH 10th Floor Puri Business Hub - 81 High Street Sector 81, Faridabad, Haryana - 121004
Place: Faridabad
Dated: 20.05.2026		Sd/-
	Sd/-	Sanjay Kumar
	Rajeev Tyagi	Director
	Director	DIN: 06768244
	Din: 06787979	R/o Castle-d, 603,
	U-131, Upadhyay Block Shakarpur Delhi -110092	Omaxe Spa Village, Near Faridabad, Haryana -121001