Nature of the Event

Valiant Organics Limited has issued a notice for a postal ballot and remote e-voting to seek shareholder approval for two resolutions concerning its material subsidiary, Dhanvallabh Ventures LLP (DVLLP). This is a regulatory disclosure pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Key Quantitative Figures and Transaction Details

Resolution 1 (Special Resolution): Proposed Cessation as a Partner of DVLLP

  • The company proposes to cease being a partner of DVLLP, its material subsidiary, effective April 1, 2026.
  • This involves the disposal of its entire 73.15% partnership interest.
  • The settlement consideration for this cessation comprises two parts:
  • Transfer of 1,86,07,531 equity shares of Valiant Laboratories Limited (VLL) to Valiant Organics by DVLLP. This represents approximately 34.26% of VLL's equity share capital.
  • A payment of ₹6,34,34,544 (inclusive of taxes) to be made by Valiant Organics to DVLLP.
  • This settlement amount represents the fair market value of the company's capital contribution and share of undistributed profits/losses in DVLLP as of April 1, 2026.

Resolution 2 (Ordinary Resolution): Approval for Material Related Party Transaction

  • The aforementioned transaction with DVLLP is classified as a material related party transaction.
  • The value of the proposed transaction is equivalent to 13.00% of Valiant Organics's annual consolidated turnover for the immediately preceding financial year.
  • For DVLLP, the transaction value represents 25,573% of its annual turnover for FY 2025-2026.
  • DVLLP's financials for FY 2025-2026 were: Turnover: ₹37,56,025; Profit After Tax: (₹2,69,649) [Loss]; Net Worth: ₹83,79,24,510.
  • The transaction is expected to be completed within 60 days of receiving shareholder approval.

Dates of Action and Voting Timeline

  • Cut-off Date for Voting Rights: Friday, May 15, 2026.
  • E-voting Commencement: Saturday, May 23, 2026, at 09:00 AM IST.
  • E-voting Conclusion: Sunday, June 21, 2026, at 05:00 PM IST.
  • Result Declaration: On or before Tuesday, June 23, 2026.
  • Deemed Passing Date: The resolutions will be deemed passed on the last date of e-voting, i.e., Sunday, June 21, 2026, if approved by the requisite majority.

Parties Involved

  • Listed Entity: Valiant Organics Limited (CIN: L24230MH2005PLC151348).
  • Material Subsidiary/Related Party: Dhanvallabh Ventures LLP (DVLLP).
  • Entity whose shares are part of the settlement: Valiant Laboratories Limited (VLL).
  • Scrutinizer Appointed: M/s. Mehta & Mehta, Practicing Company Secretaries (CS Ronak Kalathiya and CS Monali Bhandari).
  • E-voting Service Provider: National Securities Depository Limited (NSDL).
  • Valuer: GBCA & Associates LLP, Chartered Accountants, provided the valuation report dated May 19, 2026.

Purpose and Rationale

The stated rationale for the transaction is driven by commercial considerations and forms part of restructuring options being evaluated by the company to achieve operational, organizational, and strategic synergies and to simplify the existing holding structure.

Financial and Operational Impact

  • The company states the transaction is not expected to have a material impact on its consolidated turnover, net worth, or net profits.
  • The settlement amount received will be appropriately accounted for in the company's books.
  • The acquisition of VLL shares is expected to exceed thresholds under the SEBI SAST Regulations but is proposed under an exemption (Regulation 10(1)(a)(iii)) for acquisitions between a company and its subsidiary.

Governance and Approval Process

  • The Board of Directors and the Audit Committee approved the proposal at their meetings held on May 19, 2026.
  • The Audit Committee, comprising independent directors, reviewed the valuation report and certified the transaction to be at arm's length and in the company's interest.
  • As per SEBI LODR Regulations, all related parties are required to abstain from voting on the resolution for the material related party transaction (Item No. 2).

Additional Information

  • The notice was signed by Kaustubh Kulkarni, Company Secretary (ICSI M.NO.: A52980).
  • The full notice, explanatory statement, and valuation report are available on the company's website (www.valiantorganics.com) and the websites of BSE and NSE.
  • The remote e-voting will be conducted exclusively through the NSDL platform. Physical ballot forms are not being dispatched.