Directors Report of Valson Industries Ltd.

Mar 31, 2025

The Directors take pleasure in presenting the Forty First Annual Report together with the Audited Annual Financial Statements for
the financial year ended 31^st March, 2025. 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 2024 - 2025 are tabulated below:

/Pc in I silk"he

Particulars	Year ending 31.03.25	Year ending 31.03.24
Revenue from operations	13,038.04	12,457.65
Operating Profit (PBOIDT) before other income and Interest and Depreciation and Tax	401.15	380.99
Finance Cost	135.37	134.18
Depreciation	260.38	255.51
Operating Profit / (Loss) before other income and extra ordinary activity	5.39	(8.70)
Other Income	45.86	54.42
Profit / (Loss) before Tax	51.09	45.73
Taxation	(9.53)	(52.48)
Profit / (Loss) after Tax	60.62	98.21
Other Comprehensive Income (Net)	15.57	6.11
Total Comprehensive Income	76.19	104.30
Balance of Profit brought forward	1,399.86	1,295.55
Amount available for appropriations	1,476.05	1,399.86
Appropriations: Balance carried forward to Balance Sheet	1,476.05	1,399.86
Total	1,476.05	1,399.86
EPS (Basic & Diluted)	0.79	1.28

There was no revision in the Financial Statements.

2. DIVIDEND:

There is no dividend in financial year 2024 - 25. (Nil in financial year 2023 - 24)

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 2024-2025 the company has procured the need base machinery and ancillaries of Rs. 121.79 Lakhs out of
internal accruals; the details are as under:

Rs. in Lakhs

Sr. No.	Assets	Cost
1	Plant & Machinery (Indigenous) Errection, Installation charges	53.64
2	Electrical Installation	6.21
3	Utility Equipment	30.55
4	Factory Building	2.12
5	Office	4.90
6	Furniture	3.21

Sr. No.	Assets	Cost
7	Vehicle	16.84
8	Computers	0.67
9	Software	3.65
	Total CAPEX during the year	121.79

During the year 2024-2025, The company has performed very well the topline was marginally increase 4.66%. The company has
started selling new products Nylon and Highbulk it has changed the product mix and try to optimize the Installed capacity. The
Company has successfully reduce the staff cost and power cost.

The highlights financial performances of your Company during the financial year 2024-2025:

1) There is a reduction of 6.65% in Texturising production (5844 MT) compared to last year (6260 MT).

2) There is a reduction of 1.76% in Twisting production (2377 MT) compared to last year (2420 MT).

3) There is a reduction of 2.58% in Dyeing production (4716 MT) compared to last year (4841 MT).

4) There is a reduction of 0.05% in Sales quantity (6611 MT) compared to last year (6614 MT).

5) There is an increase of 12.18% in Job work quantity (1512 MT) compared to last year (1349 MT).

6) There is an increase of 4.66% in terms of Revenue from operations (Rs. 13038.04 Lakhs) compared to last year (Rs.
12457.65 Lakhs).

7) During the year there is marginally increase in finance cost to Rs. 135.37 Lakhs from (Rs. 134.18 Lakhs).

8) The staff cost to has decreased 8.98% to Rs. 1296.38 lakhs compare to last year (Rs. 1424.22).

9) The company''s power cost has decreased 3.23% to Rs. 1336.18 Lakhs compared to (Rs. 1380.72 Lakhs.

10) Depreciation is Rs. 260.39 Lakhs and Rs. 255.51 Lakhs.

11) The Operating Profit/(Loss) (P/(L)BOIDT) before other income and Interest and Depreciation and Tax has increased
marginally by 5.29% Rs. 401.15 Lakhs as compared to last year amount of (Rs. 380.99 Lakhs).

12) Earnings before Interest, Tax, Depreciation (EBITDA) has decreased marginally by 2.66% Rs. 447.00 Lakhs as compared
to last year amount of profit (Rs. 435.41 Lakhs).

13) Earning Before Tax has increased 12.09% to Rs. 51.09 Lakhs as compared to last year (Rs. 45.73 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, 2025 and date of this report i.e. 13^th August, 2025.

5. SHARE CAPITAL:

The paid up Equity Share Capital as on 31^st March, 2025 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 2024 - 25, unclaimed Dividend of Rs. 86,875/- 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 2016 - 17, 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. DIRECTORS:

8.1 Changes in Directors:

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

Cessation of Directors:

• 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.

The Board places on record its appreciation for the dedicated efforts contributed by Mr. Chandan Gupta and Mr. Surendra
Kumar Suri 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.

Approval of Members for appointment / re-appointment of Directors:

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 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 was obtained in the 40^th Annual General Meeting
held on 21^st September, 2024 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.

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. Suresh
Mutreja (DIN: 00052046), 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 exempted
from undertaking online proficiency self-assessment test conducted by the IICA while certain Independent Directors are required
to undertake the said test 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. Mr. Varun Mutreja, Whole Time Director - CFO

3. Mr. Kunal Mutreja, Whole Time Director - CEO

4. Mr. Ankit Mutreja - Whole Time Director

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

No Key Managerial Personnel have resigned during the year under review.

None of the Non Executive Directors have attained the age of 75 years.

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 4 (Four) Board Meetings which were held on 29^th May, 2024, 12^th August, 2024,
12^th November, 2024 and 12^th February, 2025. 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.

EMPLOYEES HEADCOUNT:

The total no. of employees as on 31st March, 2025 is as follows:

Female	43
Male	416
Transgender	0
Total	459

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, 2025, 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 FINANCIAL 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 2024 - 25.

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:

(Rs. In Lakhs)

Sr. No.	Particulars	Amount
1.	Accepted / renewed during the year	153.80
2.	Repaid / renewed during the year	134.50
3.	Remained outstanding but not due as at the end of the year	370.90

Sr. No.	Particulars	Amount
4.	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:- (i) at the beginning of the year (ii) maximum during the year (iii) at the end of the year	NIL
5.	Details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act.	NIL

Your Company has also accepted exempted deposits. The closing balance as on 31^st March, 2025 are given below:

(Rs. In Lakhs)

Particulars	Amount
Any amount received as a loan or facility from any banking company	854.43
Any amount received from a person who, at the time of the receipt of the amount, was a director of your company.	201.50

Your Company has filed form DPT-3 being Return of Deposits for the financial year ended 31^st March, 2025.

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. AUDITORS:

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 2025 - 26.

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.

21.3 Secretarial Auditors:

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and Regulation 24A of Securities and Exchange Board of India (Listing Obligation and Disclosure
Requirements) Regulations, 2015 (''Listing Regulations''), 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,
2025.

In terms of Regulation 24A of the Listing Regulations as amended by the Securities and Exchange Board of India w.e.f. 13^th
December, 2024, the Company is required to appoint Secretarial Auditor who shall be a Company Secretary in Practice as well

as holds a valid Certificate of Peer Review issued by the Institute of Company Secretaries of India. Further, the said Secretarial
Auditor has to be appointed for one term of not more than 5 consecutive years and that his appointment need to be approved by
the members in the Annual General Meeting.

The Board of Directors of the Company at its meeting held on 13^th August, 2025 has recommended to appoint M/s. P. C. Shah &
Co., Practicing Company Secretaries as Secretarial Auditor of the Company from the conclusion of 41^st Annual General Meeting
till the conclusion of 46^th Annual General Meeting and shall be eligible to pursue secretarial audit for a term of 5 years beginning
from 1^st April, 2025.

M/s. P. C. Shah & Co., have confirmed their consent to act as Secretarial Auditors and eligibility under Regulation 24A of Listing
Regulations and Annexure 2 of circular dated 31^st December, 2024 issued by Securities and Exchange Board of India. They have
also confirmed that they hold a valid certificate of Peer Review issued by the Institute of Company Secretaries of India.

Necessary resolution for their appointment is proposed at item no. 4 of the Notice of the 41^st Annual General Meeting and same
is recommended for your consideration and approval.

21.4 Secretarial Auditors'' Observations:

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

21.5 Cost 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 2024 - 2025.

The Company is required to audit its cost records for the financial year ending 31^st March, 2026. 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, 2026, 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, 2026 has been proposed at item no. 3 of the Notice of the 41^st 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:

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. 09/2024 dated 19^th September, 2024 and SEBI vide its circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated
12^th May, 2020 and no. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 3^rd October, 2024 has dispensed with the requirement
of sending hard copy of full annual report to the shareholders.

Electronic copies of the annual report for the financial year 2024 - 25 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 41^st
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
[e-mail] or [e-mail].

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, 2025 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.

The status of no. of complaints of sexual harassment are shown below:

No. complaint raised and pending as on 1st April, 2024	0
No. of complaints of sexual harassment received in the year	0
No. of complaints disposed off during the year	0
No. of complaints pending at the end of the financial year ended 31st March, 2025	0
No. of cases pending for more than 90 days	0

28. COMPLIANCE OF MATERNITY BENEFIT ACT, 1961:

During the financial year 2024 - 25, the Company has complied with respect to the compliance of the provisions relating to the
Maternity Benefit Act, 1961.

29. 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 28^th May, 2025. The certificate is attached and
forms part of this Report.

30. 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.

31. 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, 2025 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.

32. INSOLVENCY AND BANKRUPTCY CODE:

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

33. ONE TIME SETTLEMENT WITH BANKS:

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

34. CAPITAL EXPENDITURE:

During the year 2024-2025 the company has procured the need base machinery and ancillaries of Rs. 121.79 Lakhs including
Capital WIP out of internal accruals; the details are as under:

Rs in lakhs

Sr. No.	Assets	Cost
1	Plant & Machinery (Indigenous) Errection, Installation charges	53.64
2	Electrical Installation	6.21
3	Utility Equipment	30.55
4	Factory Building	2.12
5	Office	4.90
6	Furniture	3.21
7	Vehicle	16.84
8	Computers	0.67
9	Software	3.65
	Subtotal capitalised during the year	121.79

35. 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.

36. 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.

37. 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.

38. 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.

For and on behalf of the Board

Suresh Mutreja
Chairman & Managing Director
DIN:00052046

Kunal Mutreja
Whole Time Director - CEO
DIN:07022857

Varun Mutreja
Whole Time Director - CFO
DIN: 07022832

Ankit Mutreja

Place: Mumbai Whole Time Director

Date: 13th August, 2025 DIN: 07022852

---

Mar 31, 2024

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:

(Rs. in Lakhs
Particulars	Year ending 31.03.24	Year ending 31.03.23
Revenue from operations	12457.64	13044.66
Operating Profit (PBOIDT) before other income and Interest and Depreciation	380.99	385.68
and Tax
Finance Cost	134.18	128.82
Depreciation	255.51	272.61
Operating Profit / (Loss) before other income and extra ordinary activity	(8.70)	(15.75)
Other Income	54.42	51.56
Profit / (Loss) before Tax	45.72	35.81
Taxation	(52.48)	34.01
Profit / (Loss) after Tax	98.20	1.80
Other Comprehensive Income (Net)	6.11	6.50
Total Comprehensive Income	104.30	8.30
Balance of Profit brought forward	1295.55	1287.25
Amount available for appropriations	1399.86	1295.55
Appropriations:
Balance carried forward to Balance Sheet	1399.86	1295.55
Total	1399.86	1295.55
EPS (Basic & Diluted)	1.28	0.02
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:

Rs. in Lakhs
Sr. No.	Assets	Cost
1	Plant & Machinery (Indigenous) Errection, Installation charges	250.62
2	Electrical Installation	2.11
3	Utility Equipment	16.97
4	Factory Building	3.58
5	Office	6.31
6	Furniture	2.71

Sr. No.	Assets	Cost
7	Vehicle	30.65
8	Computers	1.83
	Subtotal capitalised during the year	314.78
9	Capital Work In Progress - Plant & Machinery (Errection & spare parts)
10	Capital Work In Progress - Software	3.60
	Subtotal Capital WIP	3.60
	Total CAPEX during the year	318.38

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. DIRECTORS: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.

Approval of Members for appointment / re-appointment of Directors:

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:

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

(Rs. In Lakhs)
Sr. No.	Particulars	Amount
1.	Accepted during the year	107.30
2.	Repaid during the year	61.50
3.	Remained outstanding but not due as at the end of the year	370.60
4.	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:- (i) at the beginning of the year (ii) maximum during the year (iii) at the end of the year	NIL
5.	Details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act.	NIL
Your Company has also accepted exempted deposits. The closing balance as on 31st March, 2024 are given below: (Rs. In Lakhs)
Particulars		Amount
Any amount received as a loan or facility from any banking company		1162.95
Any amount received from a person who, at the time of the receipt of the amount, was a directors of your company.		187.50
Your Company has filed form DPT-3 being Return of Deposits for the financial year ended 31st March, 2024.

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. AUDITORS: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 [e-mail] or [e-mail].

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:

Rs. in Lakhs
Sr. No.	Assets	Cost
1	Plant & Machinery (Indigenous) Errection, Installation charges	250.62
2	Electrical Installation	2.11
3	Utility Equipment	16.97
4	Factory Building	3.58
5	Office	6.31
6	Furniture	2.71
7	Vehicle	30.65
8	Computers	1.83
	Subtotal capitalised during the year	314.78
9	Capital Work In Progress - Plant & Machinery (Errection & spare parts)
10	Capital Work In Progress - Software	3.60
	Subtotal Capital WIP	3.60
	Total CAPEX during the year	318.38

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.

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Mar 31, 2015

TO THE MEMBERS OF VALSON INDUSTRIES LIMITED

The Directors take pleasure in presenting the Thirty First Annual Report together with the audited financial statements for the year ended 31st March, 2015. The Management Discussion and Analysis has also been incorporated into this report.

1 FINANCIAL RESULTS : (Rs. in Lacs)

Particulars Year ending Year ending 31.03.15 31.03.14

Revenue from operations (net) 10627.19 10562.74

Operating Profit (PBIDT) 719.36 634.53

Finance Cost 122.42 184.48

Depreciation 306.82 241.15

Profit before Tax 290.12 208.89

Taxation (74.84) (53.44)

Profit after Tax 215.28 155.45

Balance of Profit brought forward 1041.42 972.68

Amount available for appropriations 1256.70 1128.13

Appropriations:

Transfer to General Reserve 15.00 15.00

Dividend on Equity Shares 76.61 61.29

Dividend Tax on Equity Shares 15.68 10.42

Balance carried forward to Balance Sheet 1149.41 1041.42

Total 1256.70 1128.13

EPS (Basic & Diluted) 2.81 2.03

The Company proposes to transfer an amount of Rs 15.00 Lacs to the General Reserves. An amount of Rs. 76.61 Lacs is proposed to be retained in the Statement of Profit and Loss.

2. HIGHLIGHTS OF PERFORMANCE

- Total net sales for the year were Rs. 10627.19 Lacs as compared to Rs. 10562.74 Lacs in 2014.

- Total Export sales for the year were Rs. 861.54 Lacs as compared to Rs. 675.86 Lacs in 2014.

- Total other income for the year increased by 78.3% to Rs. 199.54 Lacs as compared to Rs. 111.90 Lacs in 2014.

- Total Operating profit for the year was Rs. 719.36 Lacs as compared to Rs. 634.53 Lacs in 2014

- The Finance cost has been reduced to Rs. 122.42 Lacs as compared to Rs. 184.48 Lacs in 2014.

- Total profit before tax for the year was Rs. 290.12 Lacs as compared to Rs. 208.89 Lacs in 2014

- Total profit after tax for the year was Rs. 215.28 Lacs as compared to Rs. 155.45 Lacs in 2014

3. BUSINESS OPERATIONS

The company is one of the leading manufacturers of Polyester Texturised Dyed Yarn and Processors 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, the company has ventured into the dyeing of various qualities of yarns. The Company today has wide range of Polyester Dyed Yarn with a strong market acceptance and niche position for exclusive shades and grades.

After the continuous efforts and research this year the company has focused on producing and marketing it's value added products i.e. dyed yarns compared to white yarn and it has also focused on denier wise costing / profitability which will result into the best product mix to sell season wise so that the company always gets the better profitability.

The company has done the consolidation and shifted its all plant and machinery to Silli units from the small units situated at D & N H which result into the saving on manpower cost, power cost, Administration cost and other miscellaneous cost.

The company has sold its Silvassa Unit 1 in month of February 2015 and in April 2015 the company has sold its Dadra unit.

During the financial year 2014-2015 the company has improved its performance in many ways:

1) There is a growth of 8.60% in Texturising Production (4781 MT) and 6.5% in Dyeing production (4588 MT) compare to last year.

2) The growth of 4% in the quantity sold compare to last year and also the growth of 12% the dyed yarn sale compare to last year.

3) The Export turnover has increased to 27.5% i.e. Rs. 861.54 Lacs compare to Last year Rs.675.86 Lacs.

4) The Company has repaid it's term loan and Deposits and manage the working capital efficiently which results in reduction in finance cost drastically to Rs. 122.43 Lacs from Rs. 184.48 Lacs (i.e. reduction of 34%).

5) As per the schedule II of the Companies Act 2013 there is changes in the depreciation calculation which result into increase of depreciation by 27% i.e. Rs. 306.82 Lacs from Rs. 241.15 Lacs.

6) The Operating profit of the company is 6.75% compare to last year 6.01% (i.e. growth of 12.25%).

7) The Net profit before Tax of the company is 2.73% compare to last year 1.98% (i.e. growth of 38 %).

8) The Net profit after Tax of the company is 2.03% compare to last year 1.47% (i.e. growth of 37.6 %).

9) The Return of Net worth of the company is 9.02% compare to last year 6.76% (i.e. growth of 33.5 %).

4. DIVIDEND

Your Directors are pleased to recommend a final dividend of Rs. 1/- per equity share of Rs. 10 each. The total outgo for the current year amounts to Rs. 92.29 Lacs, including dividend distribution tax of Rs.15.68 Lacs as against Rs. 71.70 Lacs including dividend distribution tax of Rs.10.42 Lacs in the previous year.

5. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 766.08 Lacs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March, 2015, the Directors of the Company hold the equity shares of the Company as follows:

Name of the Director Number of Shares % of Total Capital

Mr.Suresh N. Mutreja 15,87,000 20.72

Mrs. Asha S. Mutreja 6,19,000 8.08

Mr. Varun S. Mutreja 2,93,000 3.82

Mr. Chandan S. Gupta Nil Nil

Mr. Surendra Kumar Suri 400 0.0052

Mr. Pradip C. Shah Nil Nil

6. FINANCE

Cash and cash equivalent as at 31st March, 2015 was Rs. 24.78 Lacs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

6.1 DEPOSITS

The Company has not accepted deposits from Public. The Company has accepted deposit from the members and directors falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The outstanding deposits as on 31st March, 2015 is Rs. 80.00 Lacs accepted from members and directors. There are no defaults in repayment of deposits and interest and no overdue deposits are outstanding as on 31st March, 2015.

6.2 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

7. 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 the Company.

8. BUSINESS RISK MANAGEMENT

The nature of business is manufacturing of Dyed Yarn. The inherent risk to the business of the company is 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 nature of risk is dynamic of business and entrepreneurship. The Company has not formed Risk Management Committee and considered it as optional item as prescribed under Clause 49 of Listing Agreement.

9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Company monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

10. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. The details of the Whistle Blower Policy are explained in the Corporate Governance Report.

11. SUBSIDIARY COMPANIES

The Company has no Subsidiary Company.

12. DIRECTORS

In terms of the Articles of Association of the Company, Mr. Suresh N. Mutreja, Managing Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Pursuant to Section 149, 161(1) of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Asha S. Mutreja was appointed as a Woman Director of the Company at the Board meeting held on 14th February, 2015. Mr. Pradip C. Shah was appointed as an Independent Director of the Company at the Board Meeting held on 14th February, 2015. Mr. Varun S. Mutreja was appointed as an Additional Director of the Company at the Board Meeting held on 14th November, 2014. In terms of provisions of Section 161(1) of the Act, Mrs. Asha S. Mutreja, Mr. Pradip C. Shah and Mr. Varun S. Mutreja would hold office up to the date of the ensuing Annual General Meeting. The Company has received notices in writing from members along with a deposit of requisite amount under Section 160 of the Act proposing the candidatture of Mrs. Asha S. Mutreja, Mr. Pradip C. Shah and Mr. Varun S.Mutreja for the office of Director of the Company.

The Company has also received declaration from Mr. Pradip C. Shah that he met with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act and under Clause 49 of the Listing Agreement.

The Company proposes to appoint Mrs. Asha S. Mutreja as a Woman Director under Section 149 of the Act and Clause 49 of the Listing Agreement, liable to retire by rotation. It is proposed to appoint Mr. Pradip C. Shah as an Independent Director under Section 149 of the Act and Clause 49 of the Listing Agreement who shall hold office for a term up to 5 (five) consecutive years on the Board of the Company and he shall not be included in the total number of directors for retirement by rotation. It is proposed to appoint Mr. Varun S. Mutreja as a Director under Section 152 of the Act and Clause 49 of the Listing Agreement, liable to retire by rotation and the resolution number 5, 6 & 7 has been included in the notice for the same.

The Nomination and Remuneration Committee has recommended the appointment and payment of remuneration to Mr. Varun S. Mutreja as Chief Financial Officer and Mrs. Asha S. Mutreja as Whole-Time Director of the Company. The Board of Directors proposes to appoint Mr. Varun S. Mutreja as Chief Financial Officer and Mrs. Asha S. Mutreja as Whole-Time Director of the Company and Resolution No.8 & 9 has been included in the notice respectively.

12.1 Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders' Relationship Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

12.2 Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

12.3 Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year four Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

13. 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 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Note 2 of the Notes to the Financial Statements 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 the Company as at 31st March, 2015 and of the profit of the Company for the year ended on that date;

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 the 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.

14. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. However, the Company proposes to sale of 1705, IIIrd Phase, GIDC, Vapi, Gujarat to M/s. L. N. Industries (Mr. Lalit N. Mutreja, Partner and is brother of Mr. Suresh N. Mutreja) for consideration of Rs. 2,88,57,950/- which exceeds the limits /criteria as mentioned in the Act and SEBI Circulars. The necessary items for approval of members have been included in item No.11 of the notice.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are at arm's length and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

As required under Section 134(3)(h) read with Rule 8(2) of Companies (Accounts) Rules, 2014, the details of Related Party Transactions is given in Form AOC-2 as "Annexure A" to the Directors Reports.

15. 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 the Company and its future operations.

16. AUDITORS

16.1 Statutory Auditors

The Company's Auditors, M/s Mehta Chokshi & Shah, Chartered Accountants, Mumbai who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Members' attention is invited to the observation made by the Auditors under "Emphasis of Matter" appearing in the Auditors Reports.

16.2 Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Punit Shah, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure B".

16.3 Qualifications in Secretarial Audit Report

1. As per section 203(1)(ii), the Company is require to appoint Company Secretary. The Company has not appointed Company Secretary.

Management Response:

(i) The Company has appointed Mr. Pritesh H. Shah, Chartered Accountant as Compliance Officer of the Company who looks after the compliance of Companies Act, 2013 and SEBI Act and rules made thereunder.

(ii) The Company has avail the services of Practising Company Secretary for advising on compliance of Companies Act, 2013 and SEBI Act and rules made there under.

(iii) The Volume and Scope of work for the Company Secretary is less and it is not a full time work and the job of Company Secretary is not attractive commensurate with the scope of work and salary.

17. ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

18. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report.

19. 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 C".

20. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure D".

21. PARTICULARS OF EMPLOYEES

There is no employee in the Company drawing monthly remuneration of Rs. 5 Lacs per month or Rs.60 Lacs per annum. Hence the Company is not required to disclose any information as per Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

22. REMUNERATION RATIO OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies (Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration of each director to the median remuneration of the employees of the Company for the Financial Year are as follows

Name of the Director Designation Remuneration Per Annum (Rs. In Lacs )

Mr. Suresh N Mutreja* Managing Director 18.24

Mr. Varun S Mutreja Chief Financial Officer 7.05

Mr. Kunal S Mutreja Chief Executive Officer 7.30

includes the PF Employer's contribution

Total remuneration is Rs. 7.05 Lacs which includes Rs. 3.65 Lacs as Salary till Oct 2014 and Rs. 3.40 Lacs as Director's remuneration, as he was appointed as an additional director on 14.11.2014.

23. 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 the Company viz. customers, members, dealers, vendors, bankers 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 the Company for their unstinted commitment and continued contribution to the Company.

24. CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis describing the 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. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

For and on behalf of the Board of Directors

Mumbai (Mr. Suresh N. Mutreja) Date: 22nd May, 2015 Chairman & Managing Director

(Mr. Varun S. Mutreja) Chief Financial Officer

(Mr. Kunal S. Mutreja) Chief Executive Officer

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Mar 31, 2014

Dear Shareholders,

The Board of Directors have pleasure in presenting the 30th Annual Report on the business operations of your Company together with Audited Financial Accounts for the year ended March 31,2014.

FINANCIAL RESULTS : (Rs. in Lacs)

Particulars Year ending Year ending 31.03.14 31.03.13

Revenue from operations (net) 10562.74 9323.23

Operating Profit (PBIDT) 634.53 603.82

Finance Cost 184.48 207.38

Depreciation 241.15 247.49

Profit before Tax 208.89 148.95

Taxation 53.44 61.36

Profit after Tax 155.45 87.59

Balance of Profit brought forward 972.68 944.90

Amount available for appropriations 1128.13 1032.49

Appropriations:

Transfer to General Reserve 15.00 15.00

Dividend on Equity Shares 61.29 38.30

Dividend Tax on Equity Shares 10.00 6.51

Balance carried forward to Balance Sheet 1041.84 972.68

Total 1128.13 1032.49

EPS (Basic & Diluted) 2.03 1.14

(Previous Year''s figure have been recast, reclassified and regrouped wherever necessary to make them comparable with the figures of the Current Year.)

BUSINESS OPERATIONS:

The Company continues to retain its leadership in the dyed yarns segment.

FY 2014-15 proved to be a challenging year amidst global economic undertainies and distur- bances in many parts of the world. Despite these constraints and challenging environment, the company performed reasonably well and the highlights of the performance are as under:

- Revenue from operations increased by 13.94% to Rs 10562.74 lacs.

- Exports increased by 42.51% to Rs 675.86 lacs.

- PBDIT increased by 5.09% to Rs 634.53 lacs. This year company has reduce the power cost by 2.56% and staff cost has been increased by16.02%

- Net Profit after tax increased by 77.48% to Rs 155.45 lacs mainly due to control in power cost and finance cost compare to turnover.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Bombay Stock Exchange, is presented in a separate section forming part of the Annual Report.

THRUST ON HIGHER VALUE ADDITION CONTINUES:

Your Company shall always continue its endeavor in Value Addition and Innovation drive. Our R&D Department remains actively engaged in fulfilling this objective by constantly developing new shades and proving our strength in terms of versatility in dyeing and colour innovation.

SEGMENT-WISE PERFORMANCE:

Your Company''s business activity falls within a single business segment viz. ''Yarns'' The sales are substantially in the domestic market, and the said financial statements are reflective of the information required by Accounting Standard 17"Segment Reporting", noti fied under the Companies (Accounting Standards) Rules,2006.

INSURANCE:

All the insurable interest of your company including inventories, buildings, plant and machinery and other assets under legislative enactments are adequately insured

ISO CERTIFICATION:

Your Company has successfully completed its recertification audit for further period of 3 years for the ISO 9001-2008 Certification from AGSI Certification Pvt Ltd. There by meeting the global quality and international standards.

UPGRADATION AND MODERNISATION:

During the year your company has done a need based changes by installing new techno and power savy ancillary machines i.e. Fully Electronic and automatic rewinding machines and other necessary utilities and electrical installations were acquired to give the best quality products to the customer and company has also started constructing building and roof at Silli units for it''s goal to consolidate the Texturising and Twisting activities under one roof to reduce power, manpower, administration cost and smooth functioning of business. The estimated capital cost is Rs. 95 Lacs. The company had already incurred Rs. 55 Lacs. This was financed from the internal accruals of the Company.

FIXED DEPOSITS:

The Company has accepted deposit from the Promoter, their relatives, friends and associates for expansion of Silli Unit.

EXPORT:

Your Comnany is exploring new avenues to increase the export base and has chalked out strategic growth plan for the potential market in Middle East, U K, Egypt, Mexico and other European markets.

APPROPRIATIONS:

DIVIDEND:

The Board of Directors have recommended Dividend of 8% i.e. Rs.0.80 per Equity Share for

the Financial Year ended March 31, 2014 (Previous Year Rs. 0.50 paise) amounting to Rs.61.29 Lacs (Previous Year Dividend of Rs. 38.30 Lacs).

The dividend tax liability borne by your Company is Rs. 10.00 Lacs (Previous Year Rs. 6.51 Lacs).

TRANSFER TO RESERVES:

The Company has transferred Rs. 15.00 Lacs to General Reserve.

TAXATION:

Provision for Taxation has been made in accordance with prevailing income-tax laws for the relevant Assessment year.

Provision is made for Deferred Tax to account for the timing differences.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure I and forms part of this Report.

PERSONNEL:

There are no employees of your Company who comes within the purview of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the year under review.

DIRECTORS:

In terms of the articles of association of the Company, Mr. Lalit Mutreja, Director, retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment.

In terms of the articles of association of the Company, section 149 (10) of the Companies Act, 2013 and revised clause 49 of Listing Agreement dealing with Corporate Governance norms, Mr. Chandan Gupta and Mr. Surendrakumar Suri has completed 5 years term as Independent Directors as on 1st April, 2014. The Company proposes to re-appoint them, as Independent Directors for a further period of 5 years till 2019. The Company has received requisite notices in writing from members proposing Mr. Chandan Gupta and Mr. Surendrakumar Suri for appointment as Independent Directors.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both, under subsection 6 of section 149 of the Companies Act, 2013 and under clause 49 of the listing agreement with the stock exchanges.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2014, all the applicable accounting standards have been followed along with proper explanations relating to material departures.

(ii) the Directors have 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 March 31,2014 and of the profit of the Company for the said period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the accounts for the financial year ended March 31, 2014 on a ''going concern'' basis.

CORPORATE GOVERNANCE:

Your Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement of the Stock Exchange are complied with. A separate section on Corporate Governance forms part of the Annual Report. A certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is given in Annexure.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to the provisions of section 205A (5) and section 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of 7 years have been transferred by the Company from time to time on due dates to the Investor Education and Protection Fund.

AUDITORS:

M/s. Mehta Chokshi & Shah, Chartered Accountants, will retire as Auditors of the Company at the conclusion of the Annual General Meeting and are eligible for re-appointment. The company has received letter from them to the effect that their appointment, if made would be with in the prescribed limit under section 224 (1B) of the Company''s Act 1956.

Audit Committee and Board has recommended their re-appointment.

INDUSTRIAL RELATIONS:

The relationship with employees, suppliers and customers across the Company are cordial. ACKNOWLEDGEMENT:

Your Directors thank our customers, bankers and suppliers for their continued support during the year. Your Company places on record a deep sense of appreciation of the contribution made by the staff and workers at all levels. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

For and On behalf of the Board Suresh N. Mutreja Chairman & Managing Director

Place: Mumbai Date: 30th May, 2014

---

Mar 31, 2013

Dear Shareholders,

The Board of Directors have pleasure in presenting the 29th Annual Report on the business operations of your Company together with Audited Financial Accounts for the year ended March 31,2013.

FINANCIAL RESULTS : (Rs. in Lacs)

Particulars Year ending Year ending 31.03.13 31.03.12

Revenue from operations (net) 9323.23 8308.98

Operating Profit (PBIDT) 603.82 483.26

Finance Cost 207.38 122.88

Depreciation 247.49 217.95

Profit before Tax 148.95 142.43

Taxes 61.36 25.67

Profit after Tax 87.59 116.76

Balance of Profit brought forward 944.90 843.14

Amount available for appropriations 1032.49 959.90

Appropriations:

Transfer to General Reserve 15.00 15.00

Dividend on Equity Shares 38.30 0.00

Dividend Tax on Equity Shares 6.51 0.00

Balance carried forward to Balance Sheet 972.68 944.90

Total 1032.49 959.90

EPS (Basic & Diluted) 1.14 1.52

(Previous Year''s figure have been recast, reclassified and regrouped wherever necessary to make them comparable with the figures of the Current Year.) BUSINESS OPERATIONS:

FY 2012-13 proved to be a challenging year amidst global economic undertainies and distur- bances in many parts of the world. Despite these constraints and challenging environment, the company performed reasonably well and the highlights of the performance are as under:

- Revenue from operations increased by 12.21 % to Rs 9323.23 lacs.

- Exports increased by 204.64% to Rs 438.99 lacs

- PBDIT increased by 24.95% to Rs 603.82 lacs

- Net Profit after tax decreased by 24.99% to Rs 87.59 lacs mainly due to increase in finance cost and enhanced deprecation.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Mumbai Stock Exchange, is presented in a separate section forming part of the Annual Report.

THRUST ON HIGHER VALUE ADDITION CONTINUES:

Your Company continues its endeavor in Value Addition and Innovation drive. Our R&D Department remains actively engaged in fulfilling this objective by constantly developing new shades and proving our strength in terms of versatility in dyeing and colour innovation.

SEGMENT-WISE PERFORMANCE:

Your Company''s business activity falls within a single business segment viz. ''Yarns'' The sales are substantially in the domestic market, and the said financial statements are reflec- tive of the information required by Accounting Standard 17 "Segment Reporting", notified under the Companies (Accounting Standards) Rules, 2006.

INSURANCE:

All the insurable interests of your company including inventories, buildings, plant and machinery and other assets under legislative enactments are adequately insured.

ISO CERTIFICATION:

Your Company has successfully completed its surveillance audit for the ISO 9001 -2008 Certification from AGSI Certification Pvt. Ltd. thereby meeting the global quality and international standards.

EXPANSION:

The substantial expansion project of the Silli unit has been completed during the year. The total CAPEX incurred for the same over the period of years was Rs. 1051.95 Lacs.

FIXED DEPOSITS:

Your Company has accepted deposit from the Promoters, their relatives, friends and associates for the expansion of Silli Unit.

EXPORT:

Your Company is exploring new avenues to increase the export base and has chalked out strategic growth plan for the potential market in Middle East, U K, Egypt, Mexico, Ghana, Brazil and other European markets.

APPROPRIATIONS: DIVIDEND:

The Board of Directors have recommended Dividend of 5% i.e. Rs. 0.50 per Equity Share for the Financial Year ended March 31, 2013 (Previous Year Rs. Nil/-) amounting to Rs. 38.30 lacs (Previous Year Dividend of Rs. Nil). The dividend tax liability borne by your Company is Rs. 6.51 lacs (Previous Year Rs. Nil/-).

TRANSFERTO RESERVES:

The Company has transferred Rs. 15.00 Lacs to Generai Reserve.

TAXATION:

Provision for Current Taxation has been made in accordance with prevailing income-tax laws for the relevant Assessment year.

Provision is made for Deferred Tax to account for the timing differences.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure I and forms part of this Report.

PERSONNEL:

There are no employees of your Company who comes within the purview of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the year under review.

DIRECTORS:

Shri Chandan Gupta, Non Executive Independent Director retires by rotation and being eligible, offers himself for re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the annual accounts for the financial year ended March 31, 2013, all the applicable accounting standards have been followed along with proper explanation relating to materia) departures.

(ii) the Directors have 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 March 31,2013 and of the profit of the Company for the said period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The Directors have prepared the financial statements ended March 31,2013 on a ''going concern'' basis.

CORPORATE GOVERNANCE:

Your Company has taken adequate steps to ensure that the conditions of Corporate Gover- nance as stipulated in clause 49 of the Listing Agreement of the Stock Exchange are complied with. A separate section on Corporate Governance forms part of the Annual Report. A certificate from the Practicing Company Secretary regarding compliance of con- ditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is given in Annexure.

AUDITORS:

M/s. Mehta Chokshi & Shah, Chartered Accountants, will retire as Auditors of the Company at the conclusion of the Annual General Meeting and are eligible for re-appointment. The company has received letter from them to the effect that their appointment, if made would be within the prescribed limit under section 224 (1B) of the Company''s Act 1956.

INDUSTRIAL RELATIONS:

The relationship with employees, suppliers and customers across the Company are cordial.

ACKNOWLEDGEMENT:

Your Directors thank our customers, bankers and suppliers for their continued support during the year. Your Company places on record a deep sense of appreciation of the contribution made by the staff and workers at all levels. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

For and On behalf of the Board

Suresh N. Mutreja

Chairman & Managing Director

Place: Mumbai

Date: 30th May, 2013

---

Mar 31, 2012

The Board of Directors have pleasure in presenting the 28th Annual Report on the business operations of your Company together with Audited Financial Accounts for the year ended March 31, 2012.

FINANCIAL RESULTS : (Rs. in Lacs)

Particulars Year ending Year ending 31.03.12 31.03.11

Revenue from operations (net) 8308.98 8192.28

Operating Profit (PBIDT) 483.26 704.82

Finance Cost 122.88 80.28

Depreciation 217.95 225.68

Profit before Tax 142.43 398.86

Taxes 25.67 130.56

Profit after Tax 116.76 268.30

Balance of Profit brought forward 843.13 678.87

Amount available for appropriations 959.89 947.17

Appropriations:

Transfer to General Reserve 15.00 15.00

Dividend on Equity Shares 0.00 76.61

Dividend Tax on Equity Shares 0.00 12.43

Balance carried forward to Balance Sheet 944.89 843.13

Total 959.89 947.17

EPS (Basic & Diluted) 1.52 3.50

(Previous Year's figure have been recast, reclassified and regrouped wherever necessary to make them comparable with the figures of the Current Year.)

BUSINESS OPERATIONS:

During the year the Company has achieved marginal improvement in turnover. However it witnessed decline in operating Profit. The Turnover increased to Rs. 8308.98 Lacs from Rs. 8192.28 lacs - a growth of 1.42% and the Net Profit after tax declined to Rs. 116.76 lacs from Rs. 268.30 lacs in the previous year - a decline of 56.48% mainly due to fluctuations in Raw-materials prices (crude base), increase in Power & fuel, Manpower cost and uncertainty in global markets.

The export (FOB value) have however increased to Rs. 144.10 Lacs from Rs. 82.84 Lacs in the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Mumbai Stock Exchange, is presented in a separate section forming part of the Annual Report.

THRUST ON HIGHER VALUE ADDITION CONTINUES: -

Your Company shall always continue its endeavor in Value Addition and Innovation drive. As a result our R&D Department remains actively engaged in fulfilling this objective by constantly developing new shades and proving our strength in terms of versatility in dyeing and colour innovation.

SEGMENT-WISE PERFORMANCE:

Since the Company operates only in one segment as the Manufacturer of Polyester Dyed Yarn and Processors of Cotton and other fancy Dyed Yarn, no further analysis is required and the operational results are mentioned elsewhere in this report.

INSURANCE:

Your Company has insured its assets and all its operations against all insurable risk including fire, earthquake, flood etc. as part of its overall risk management strategy.

ISO CERTIFICATION:

Indicating our commitments to meeting the global quality and international standards your Company has successfully completed its surveillance audit for the ISO 9001-2008 Certification from AGSI Certification Pvt. Ltd.

EXPANSION:

During the year the company has implemented substantial expansion by setting up a new unit at Silli Village, Union Territory, D. & N. H. The Company has incurred the CAPEX of Rs. 804.69 Lacs (approx) against the envisaged project cost of Rs. 1504 lacs.

FIXED DEPOSITS:

The Company has accepted deposit from the Promoters, their relatives, friends and associates for the expansion of Silli Unit.

EXPORT:

Your Company is exploring new avenues to increase the export base and has chalked out strategic growth plan for the potential market in Middle East, U K, Egypt, Mexico and other European markets.

APPROPRIATIONS: DIVIDEND:

The Board of Directors have decided to skip the Dividend for the Financial Year 2011-12 in order to augment the resources for ongoing expansion.

Last year the company had paid equity dividend @ 10% i.e. Re. 1 per Equity Share of Rs. 76.61 Lacs and Rs.12.43 Lacs as dividend tax there on for the Financial Year 2010-11.

TRANSFER TO RESERVES:

The Company has transferred Rs. 15 lacs to General Reserve.

TAXATION:

Provision for Current Taxation has been made in accordance with prevailing income-tax laws for the relevant Assessment year.

Provision is made for Deferred Tax to account for the timing differences.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information as prescribed under Section 217(1 )(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure I and forms part of this Report.

PERSONNEL:

There are no employees of your Company who comes within the purview of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the year under review.

DIRECTORS:

Shri Surendra Kumar Suri, Non Executive Independent Director retires by rotation and being eligible, offers himself for re-appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2012, all the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) the Directors have 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 March 31, 2012 and of the profit of the Company for the said period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the accounts for the financial year ended March 31, 2012 on a 'going concern' basis.

CORPORATE GOVERNANCE:

The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement of the Stock Exchange are complied with. A separate section on Corporate Governance forms part of the Annual Report. A certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is given in Annexure.

AUDITOR'S REPORT:

The remarks in the Auditors' Report have been properly dealt with in the Notes on Account, which are self explanatory.

AUDITORS:

M/s. Mehta Chokshi & Shah, Chartered Accountants, will retire as Auditors of the Company at the conclusion of the Annual General Meeting and are eligible for re-appointment. The company has received letter from them to the effect that their appointment, if made would be with in the prescribed limit under section 224 (1B) of the Company's Act 1956.

INDUSTRIAL RELATIONS:

The relationship with employees, suppliers and customers across the Company are cordial.

ACKNOWLEDGEMENT:

Your Directors thank our customers, bankers and suppliers for their continued support during the year. Your Company places on record a deep sense of appreciation of the contribution made by the staff and workers at all levels. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

For and On behalf of the Board

Suresh N. Mutreja

Place: Mumbai Chairman & Managing Director

Date: 13 August,2012

---

Mar 31, 2010

The Board of Directors have pleasure in presenting the 26th Annual Report on the business operations of your Company together with Audited financial accounts for the year ended March 31, 2010.

FINANCIAL RESULTS : (Rs. in Lacs)

Particulars Year ending Year ending

31.03.10 31.03.09

Turnover (exclusive of Interdivisional

transfer) 6839.21 5939.00

Less: Excise duty 61.61 27.13

Turnover (Net of Excise) 6777.60 5911.87

Operating Profit (PBIDT) 664.55 479.38

Interest 41.51 50.71

Depreciation 251.44 186.05

Profit before Tax 371.60 242.62

Taxation 124.39 86.41

Profit for the year 247.21 156.21

Balance of Profit brought forward 581.10 553.55

Amount available for appropriations 828.31 709.76

Appropriations:

Transfer to General Reserve 15.00 15.00

Dividend on Preference Shares - 1.43

Dividend on Equity Shares 114.91 95.76

Dividend Tax on Preference shares - 0.20

Dividend Tax on Equity Shares 19.53 16.27

Balance carried forward to Balance Sheet 678.87 581.10

Total 828.31 709.76

EPS (Basic & Diluted)

3.23* 4.04 * (1:1 Bonus Shares issued on Dec. 9,2009)

(Previous Years figure have been recast, reclassified and regrouped wherever necessary to make them comparable with the figures of the Current Year.)

BUSINESS OPERATIONS :

The Company continues to retain its leadership in the dyed yarns segment.

During the year the Company has achieved substantial improvement both in turnover and operating Profit after Tax. The Turnover increased to Rs. 6777.60 Lacs from Rs. 5911.87 lacs - a growth of 14.6% and the Net Profit after tax increased to Rs. 247.21 lacs from Rs. 156.21 lacs in the previous year - a growth of 58.3%. As a result of the same the Cash Earnings Per Share increased to Rs. 6.51 (Ex-Bonus) from Rs. 8.89 of the previous year.

The export (FOB value) has also increased to Rs. 117.77 lacs from Rs. 80.00 lacs in the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Managements Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Bombay Stock Exchange, is presented in a separate section forming part of the Annual Report.

THRUST ON HIGHER VALUE ADDITION CONTINUES:

Your Company shall always continue its endeavor in Value Addition and Innovation drive. As a result our R&D Department remains actively engaged in fulfilling this objective by constantly developing new shades and proving our strength in terms of versatility in dyeing and colour innovation.

SEGMENT-WISE PERFORMANCE:

Since the Company operates only in one segment as the Manufacturer of Polyester Dyed Yarn and Processors of Cotton and other fancy Dyed Yarn, no further analysis is required and the operational results are mentioned elsewhere in this report.

INSURANCE:

Your Company has insured its assets and all its operations against all insurable risk including fire, earthquake, flood etc. as part of its overall risk management strategy.

ISO CERTIFICATION:

Indicating our commitments to meeting the global quality and international standards our Company has successfully obtained the ISO 9001-2008 Certification from AGSI Certification Pvt. Ltd.

MODERNISATION:

During the year your company has done a need based changes by installing new techno and power savy machines in place of obsolete old machines resulting into cost reduction in recurring expenses and increasing the Texturising & Twisting capacity, Fully Electronic and automatic cone winding machines were acquired to give the best quality products to the customer.

This was partly financed by Term loan from Bank of India under Technology Upgradation Fund Scheme and from the internal accruals of the Company.

As a result Texturising Capacity increased from 4000 MT to 4500 MT an increase of 12.5%, Twisting Capacity increased from 3075 MT to 3400 MT an increase of 10.6%.

FIXED DEPOSITS:

The Company has accepted deposit from the Promoter, Directors, their relatives and shareholders for need base up-gradation, modernization and expansion of Vapi and Silvassa units.

EXPORT:

Your Company is exploring new avenues to increase the export base and has chalked out strategic growth plan for the potential market in Middle East and European markets.

APPROPRIATIONS:

DIVIDEND:

The Board of Directors have recommended post bonus Final Dividend of Rs. 1.50 per Equity Share for the Financial Year ended March 31, 2010 (Previous Year Final Dividend of Rs. 2.50/-) amounting to Rs. 114.91 lacs

(Previous Year Final Dividend of Rs. 95.76 Lacs). The company is continuously paying dividend since last 17 years.

The dividend tax liability borne by your Company is Rs. 19.53 lacs (Previous Year Rs. 16.48 lacs).

TRANSFER TO RESERVES:

Your Company proposes to transfer Rs. 15.00 lacs from Profit and Loss Account to General Reserve. An amount of Rs. 678.87 lacs are proposed to be retained as year end balance in the Profit and Loss Account.

TAXATION:

Provision for Taxation has been made in accordance with prevailing income-tax laws for the relevant Assessment year.

Provision is made for Deferred Tax to account for the timing differences.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in Annexure I and forms part of this Report.

PERSONNEL:

There are no employees of your Company who comes within the purview of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 during the year under review.

DIRECTORS:

Shri Chandan Gupta, Non-Executive Director retires by rotation and being eligible, offers himself for re-appointment.

Shri. Suresh N. Mutreja and Shri Lalit N. Mutreja, has been re-appointed as Managing Director & Executive Director respectively w.e.f. 1st July, 2010. The necessary special resolution for the re-appointment is given at item No. 5 & 6 of the notice.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2010, all the applicable accounting standards have been followed along with proper explanations relating to material departures.

(ii) the Directors have 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 March 31, 2010 and of the profit of the Company for the said period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the accounts for the financial year ended March 31, 2010 on a ‘going concern’ basis.

CORPORATE GOVERNANCE:

The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement of the Stock Exchange are complied with. A separate section on Corporate

Governance forms part of the Annual Report. A certificate from the Practicing Company Secretary regarding compliance of conditions of CorporateGovernance as stipulated under clause 49 of the Listing Agreement is given in Annexure.

AUDITORS REPORT:

The remarks in the Auditors’ Report have been properly dealt with in the Notes on Account, which are self-explanatory.

AUDITORS:

M/s. Mehta Chokshi & Shah, Chartered Accountants, will retire as Auditors of the Company at the conclusion of the Annual General Meeting and are eligible for re-appointment. The company has received letter from them to the effect that their appointment, if made would be with in the prescribed limit under section 224 (1B) of the Company’s Act 1956.

INDUSTRIAL RELATIONS:

The relationship with employees, suppliers and customers across the Company are cordial.

ACKNOWLEDGEMENT:

Your Directors thank our customers, bankers and suppliers for their continued support during the year. Your Company places on record a deep sense of appreciation of the contribution made by the staff and workers at all levels. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

By order of the Board

VALSON INDUSTRIES LTD.

Suresh N. Mutreja

Place: Mumbai Chairman & Managing Director

Date: September 4, 2010