Directors Report of Valiant Laboratories Ltd.

Mar 31, 2025

The Board of Directors (hereinafter referred to as "the Board") are pleased to present the 4^th (Fourth) Annual Report of Valiant
Laboratories Limited (hereinafter referred to as "the Company" or "VLL") on the business and operations of the Company together
with the Audited Financial Statements for the financial year ended March 31, 2025 (hereinafter referred to as "year under review").

1. CORPORATE OVERVIEW AND GENERAL INFORMATION

The Company was originally formed as a partnership firm under the Indian Partnership Act, 1932, under the name and style
of "M/s. Bharat Chemicals". Subsequently, the partnership firm, M/s. Bharat Chemicals was converted into a public limited
company under the provisions of the Companies Act, 2013, (hereinafter referred to as "the Act") with the name "Valiant
Laboratories Limited" pursuant to certificate of incorporation dated August 16, 2021, issued by Central Registration Centre,
Registrar of Companies.

On October 06, 2023, the Company successfully completed the Initial Public Offering (IPO) process and the equity shares of the
Company were listed on the National Stock Exchange of India Limited ("NSE") and the BSE Limited ("BSE").

2. FINANCIAL HIGHLIGHTS

Particulars	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	13,336.18	18,205.24	13,338.20	18,205.72
Other Income	542.81	968.15	543.48	968.15
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	75.21	127.32	75.53	127.39
Less: Depreciation/ Amortisation/ Impairment	202.46	194.79	209.26	196.56
Profit /loss before Finance Costs, Exceptional items and Tax Expense	(127.25)	(67.47)	(133.73)	(69.17)
Less: Finance Costs	17.53	7.78	17.53	7.78
Profit /loss before Exceptional items and Tax Expense	(144.78)	(75.25)	(151.26)	(76.95)
Add/(less): Exceptional items	-	-	-	-
Profit /loss before Tax Expense	(144.78)	(75.25)	(151.26)	(76.95)
Less: Tax Expense (Current & Deferred)	70.24	(109.29)	68.86	(108.91)
Profit / (loss) for the year (1)	(215.02)	34.03	(220.12)	31.96
Total Comprehensive Income/loss (2)	(2.26)	17.54	(2.40)	17.54
Total (1 2)	(217.28)	51.57	(222.52)	49.50
Retained Earnings as on the closure of Financial Year	4,995.74	5,210.75	4,988.11	5,208.68

The Financial Statements for the financial year ended
March 31, 2025 have been prepared in accordance with the
accounting principles generally accepted in India, including
the Indian Accounting Standards (IND AS) specified under
Section 133 of the Companies Act, 2013 (''the Act'') read
with the Companies (Indian Accounting Standards) Rules,
2015, as amended.

3. COMPANY''S PERFORMANCE/STATE OF
AFFAIRS OF THE COMPANY

On a Standalone basis, the Revenue from Operations
for FY 2024-25 was H 13,336.18 Lakhs, lower by 26.75%
over the previous year''s Revenue from Operations of
H 18,205.24 Lakhs. The profit after tax ("PAT") attributable
to shareholders for FY 2024-25 was H (215.02) Lakhs as
against H 34.03 lakhs for FY 2023-24.

On a consolidated basis, the Revenue from Operations
for FY 2024-25 was H 13,338.20 Lakhs, lower by 26.74%
over the previous year''s Revenue from Operations of
H 18,205.72 Lakhs. The profit after tax ("PAT") attributable
to shareholders for FY 2024-25 was H (220.12) Lakhs as
against H 31.96 Lakhs for FY 2023-24.

On a Standalone basis, Earning per share stood at H (0.50)
(Basic) and H (0.50) (Diluted) in FY 2024-25 as compared to
H 0.14 (Basic) and H 0.14 (Diluted) in FY 2023-24.

On a Consolidated basis, Earning per share stood at H (0.51)
(Basic) and H (0.51) (Diluted) in FY 2024-25 as compared to
H 0.13 (Basic) and H 0.13 (Diluted) in FY 2023-24.

4. CHANGE IN NATURE OF BUSINESS

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

5. SHARE CAPITAL

Authorized Share Capital

The Authorized Share Capital of the Company as on March
31, 2025, is H 60,00,00,000 (Rupees Sixty Crore Only) divided
into 6,00,00,000 Equity Shares of H 10/- each.

Increase in Authorized Share Capital

During the year under review, the Company on December
19, 2024, by way of a postal ballot procedure, approved the
increase of Authorized Share Capital of the Company from
H 45,00,00,000 divided into 4,50,00,000 equity shares of H 10
each to H 60,00,00,000 divided into 6,00,00,000 equity shares
of H 10 each, consequent to alteration of the Capital Clause
of the Memorandum of Association.

Paid up and subscribed share capital

The paid up and subscribed share capital of the Company
as on March 31, 2025 is H 43,45,00,000 (Rupees Forty- Three
Crore Forty- Five Lakhs Only) comprising of 4,34,50,000
Equity Shares having face value of H10/- each.

Rights Issue

The Board of Directors of the Company, at its meeting held
on July 09, 2025, approved the offer and issuance of equity
shares by way of a Rights Issue for an amount not exceeding
H8,146.88 Lakhs.

Subsequently, the Rights Issue Committee constituted
by the Board of Directors, in its meeting held on July 15,
2025, approved the Rights Issue of 1,08,62,500 fully paid-up
Equity Shares of face value of H10/- each for cash at a price
of H75/- per share (including a premium of H65/- per equity

share), aggregating up to H8,146.88 Lakhs, on a rights basis
to the eligible equity shareholders.

The Rights Issue shares were offered in the ratio of 1 (one)
Rights Equity Share for every 4 (four) fully paid-up equity
shares held by eligible shareholders as on the record date,
i.e., July 19, 2025.

The Rights Issue opened on July 28, 2025, and closed on
August 08, 2025.

Upon successful completion on August 13, 2025, and
assuming full subscription of the Rights Issue, the post-issue
paid-up share capital of the Company will stand increased
to H54,31,25,000/- (Rupees Fifty-Four Crore Thirty-One
Lakh Twenty-Five Thousand Only), comprising 5,43,12,500
Equity Shares of face value of H10/- each.

6. DEVIATION & VARIATION

In terms of Regulation 32 of Securities and Exchange Board
of India (Listing Obligation and Disclosure Requirements)
Regulations, 2015, (hereinafter referred to as "Listing
Regulations") a listed entity is required to report any
deviation or variation with respect to funds raised through
Public Issue, Rights Issue or Preferential Issue.

In view of the above, the Company post its issue and listing
of shares on October 06, 2023, reported deviation and
variation through CARE Ratings Limited, the Monitoring
Agency appointed in this regard.

The Monitoring Agency in its report for the quarter ended
September 30, 2024, confirmed that the Company has fully
utilised the net proceeds of the IPO.

7. CREDIT RATING

The Company has been rated by CRISIL Limited ("CRISIL") vide its letters dated April 04, 2024, August 22, 2024 and February
18, 2025 for its banking facilities as follows:

Date	Nature of facility	Rating
April 4, 2024	Long term rating	CRISIL A-/Negative
August 22, 2024	Long term rating	CRISIL BBB /Negative (downgraded from ''CRISIL A-/Negative'')
February 18, 2025	Long term rating	CRISIL BBB/Negative (downgraded from ''CRISIL BBB /Negative'')

The disclosures w.r.t. the said credit ratings were filed with the Stock Exchanges and the same is available on the website of the
Company at www.valiantlabs.in.

Further, India Ratings and Research, vide its letter dated June 25, 2025 issued credit rating for the Company''s banking
facilities as follows:

Date	Nature of facility	Rated Limits (millions)	Rating
June 25, 2025	Fund-based working capital limits	INR 550	IND BBB/Stable/IND A2
	Non-fund-based working capital limits	INR 10	IND A2

8. DIVIDEND

With a view to conserve resources for expansion of business, the Directors of the Company have considered it prudent not to
recommend any dividend for the year under review.

The Company has formulated a Dividend Distribution
Policy in accordance with Regulation 43A of the Listing
Regulations and the same is available on the Company''s
website at www.valiantlabs.in.

9. TRANSFER TO RESERVES

During the year under review, the Company has not
transferred any amount of profit to the reserves.

10. DETAILS OF HOLDING/ SUBSIDIARY/

ASSOCIATE/ JOINT VENTURE COMPANIES

As on March 31, 2025, the Company has 1 (One) wholly
owned subsidiary, namely Valiant Advanced Sciences
Private Limited (VASPL).

In accordance with the provisions of the Act, read with
the Listing Regulations and relevant Indian Accounting
Standards ("Ind AS"), the Board of Directors at its meeting
held on May 20, 2025, approved the audited standalone and
consolidated financial statements for the year ended March
31, 2025, which forms an integral part of this Annual Report.

Pursuant to the provisions of Section 136 of the Act, the
financial statements of the Company, consolidated financial
statements and separate audited financial statements in
respect of subsidiary company are available on the website
of the Company at www.valiantlabs.in. The same shall
also be sent to the shareholders electronically who request
for the same by sending e-mail to Company at investor@
valiantlabs.in from their registered e-mail address.

A statement in Form AOC-1 as required under Section 129
(3) of the Act, containing salient features of the financial
statements of the subsidiary company is forming part of
this Report in Annexure- I.

11. MATERIAL SUBSIDIARY

In line with the provisions of Regulation 16(1)(c) of the
Listing Regulations, VASPL falls under the purview of a
material subsidiary of the Company for FY 2024-25. The
Board of Directors of the Company has approved a policy
for determining material subsidiaries which is in line with
the requirements of Listing Regulations. The said Policy is
available on the Company''s website at www.valiantlabs.in.

12. RELATED PARTY TRANSACTIONS

The Company has formulated a policy on the Related Party
Transactions and the same is available on the Company''s
website at www.valiantlabs.in.

All the related party transactions are placed before the
Audit Committee for their review and approval. Omnibus
approval is obtained for the transactions which are
repetitive in nature and also for the transactions which are
not foreseen (subject to financial limit). A statement of all
related party transactions is presented before the Audit
Committee on a quarterly basis specifying the nature, value
and terms & conditions of the transactions.

All transactions entered with related parties during
the Financial Year 2024-25 were in compliance with the
applicable provisions of the Act, read with the relevant
rules made thereunder, the Listing Regulations and the
Company''s policy on related party transactions.

Further, all related party transactions entered into by the
Company during the financial year under review were in
the ordinary course of business, on an arms'' length basis and
the same were in compliance with the applicable provisions
of the Act, and the Listing Regulations, as specified under
the provisions of Section 134(3)(h) of the Act, and Rule 8
of the Companies (Accounts) Rules, 2014. The details of
related party transactions as required under Form AOC-2
forms part of this Report in Annexure- II.

13. EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on March 31,
2025, in Form MGT-7 in accordance with the provisions
of Section 92(3) and Section 134 (3) (a) of the Act and Rule
12 of the Companies (Management and Administration)
Rules, 2014, is available on the Company''s website at www.
valiantlabs.in.

14. PARTICULARS OF CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND
OUTGO

Information pursuant to Section 134(3)(m) of the Act read
with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
forming part of this report as Annexure- III.

15. PARTICULARS OF DEPOSITS

The Company has not accepted any deposits within the
meaning of Section 73 of the Act, read with Rule 2(c) of the
Companies (Acceptance of Deposits) Rules, 2014, including
any statutory modifications or re-enactments thereof, for
the time being in force.

16. LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section 186 of the Act and Schedule V of the
Listing Regulations, disclosure on particulars relating
to Loans, Advances, Guarantees and Investments are
provided as part of the financial statements.

17. BOARD OF DIRECTORS & KEY MANAGERIAL
PERSONNEL

As on March 31, 2025, the Company has 7 (Seven) Directors
on the Board of the Company, with an optimum combination
of Executive and Non- Executive Directors including 1
(One) Independent Woman Director. The Board comprises
of 5 (Five) Non-Executive Directors, out of which 3 (Three)
are Independent Directors. During the year under review,
the Board met 4 (Four) times on May 14, 2024, August 12,
2024, November 12, 2024, and February 07, 2025.

During the year under review, the Non-Executive
Directors of the Company had no pecuniary relationship
or transactions with the Company, other than sitting
fees and reimbursement of expenses, if any. Further, the
Board of Directors and its Committees at their respective
meeting(s) held on May 20, 2025, approved the payment of
remuneration by way of commission to Mr. Shantilal Vora
- Non Executive Director of the Company, for the Financial
Year 2025-26 at the rate of 0.5% of the annual consolidated
net profits of the Company (calculated as per Section
198 of the Companies Act, 2013), subject to the approval
of the members of the Company at the ensuing Annual
General Meeting.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act,
read with provisions contained in the Articles of Association
of the Company, Mr. Santosh Vora (DIN: 07633923) shall be
liable to retire by rotation at the ensuing Annual General
Meeting ("AGM") of the Company and, being eligible,
offers himself for re-appointment. The Nomination and
Remuneration Committee and the Board has recommended
his re-appointment.

Pursuant to Regulation 36 of the Listing Regulations read
with Secretarial Standards- II on General Meetings necessary
details of Directors appointed on the Board of the Company
are provided as an Annexure-IV to the notice of the AGM.

Appointments and Resignations

Appointments

During the year under review, the following changes took
place in the composition of the Board of Directors and Key
Managerial Personnel of the Company:

1. Mr. Mulesh Savla (DIN: 07474847) was appointed as
an Additional Non-Executive Independent Director of
the Company for a term of five (5) years with effect
from May 14, 2024. His appointment was subsequently
regularized by the shareholders as a Non-Executive
Independent Director at the Annual General Meeting
held on August 8, 2024.

2. Mr. Ashok Chheda (DIN: 10776571) was appointed as
an Additional Non-Executive Independent Director of
the Company for a term of five (5) years with effect
from November 12, 2024. His appointment was
subsequently regularized by the shareholders as a
Non-Executive Independent Director through a postal
ballot conducted on December 19, 2024, in accordance
with the provisions of the Companies Act, 2013 and
applicable rules.

3. Ms. Prajakta Patil (ACS: 53370) was appointed as the
Company Secretary, Compliance Officer, and Key
Managerial Personnel of the Company with effect
from May 14, 2024.

Further, the Board of Directors and its Committees, at their
respective meeting(s) held on August 08, 2025, approved the
change in designation of Mr. Paresh Shah (DIN: 08291953),

from Executive Director & Chief Financial Officer, to a
Whole-Time Director & Chief Financial Officer of the
Company, with effect from September 25, 2025, for a term
of five (5) years, subject to the approval of the members at
the ensuing Annual General Meeting.

In this regard, the requisite details of Mr. Paresh Shah,
pursuant to Regulation 36 of the Listing Regulations, read
with Secretarial Standard-2 on General Meetings, are
provided in Annexure IV to the notice of the AGM.

Additionally, at the meeting held on July 09, 2025, the Board
of Directors and its Committees approved the appointment
of Mr. Akshay Gangurde (ACS: 70561) as the Company
Secretary, Compliance Officer, and Key Managerial
Personnel of the Company with effect from July 09, 2025.

Resignations

1. Mr. Velji Gogri (DIN: 02714758) resigned from his
position as a Non-Executive Independent Director
with effect from November 12, 2024 due to his health
concerns. There are no other material reasons for
his resignation.

2. Ms. Prajakta Patil (ACS: 53370) resigned from the
position of Company Secretary & Compliance Officer
with effect from June 15, 2025 to pursue alternate
career opportunity.

Director(s) Disclosure

Based on the declarations and confirmations received from
the Directors, none of the Directors of the Company are
disqualified from being appointed/ continuing as Directors
of the Company.

A certificate of non - disqualification of directors obtained
from M/s. Sunil M. Dedhia & Co is provided as Annexure II
to the Report on Corporate Governance.

Independent Directors'' Declaration

The Company has received the necessary declaration
from each Independent Director stating that they meet the
criteria of independence as laid out in Section 149(6) and
149(7) of the Act and Regulations 16(1)(b) and 25(8) of the
Listing Regulations. The Company has also received from
them declaration of compliance of Rule 6 (1) & (2) of the
Companies (Appointment and Qualifications of Directors)
Rules, 2014, regarding online registration with the "Indian
Institute of Corporate Affairs" at Manesar, for inclusion of
name in the data bank of Independent Directors.

Familiarisation Programmes

The Company has conducted Familiarisation programmes
for the Independent Directors of the Company covering
the matters as specified in Regulation 25(7) of the Listing
Regulations. The details of the training and familiarisation
programmes conducted by the Company are hosted on the
Company''s website at www.valiantlabs.in.

Annual Evaluation of Directors, Committees and Board

Pursuant to the provisions of the Act and as per the
Listing Regulations, the Board of Directors carried out

annual performance evaluation of its own performance,
the directors individually as well as the working of
its Committees.

The performance of the Board as a whole and of its
Committees was evaluated by the Board through structured
questionnaire which covered various aspects such as
the composition and quality, meetings and procedures,
contribution to Board processes, effectiveness of the functions
allocated, relationship with management, professional
development, adequacy, appropriateness and timeliness of
information etc.

Taking into consideration the responses received from the
Individual Directors to the questionnaire, performance of
the Board and its Committees was evaluated. The Directors
expressed their satisfaction with the evaluation process.

In terms of requirements of Schedule IV of the Act, 2
(Two) meetings of the Independent Directors were held on
February 7, 2025 and March 21, 2025 to review:

(i) The performance of non-independent directors and
the Board as a whole and its Committees thereof;

(ii) The performance of the Chairperson of the Company,
taking into account the views of executive directors
and non- executive directors;

(iii) To assess the quality, quantity and timeliness
of the flow of information between the
Management and the Board.

Performance evaluation of Independent Directors was done
by the entire Board, excluding the Independent Director
being evaluated.

Statement regarding opinion of the Board with regard
to integrity, expertise and experience (including the
proficiency) of the Independent Directors appointed
during the year:

With regard to integrity, expertise and experience
(including the proficiency) of the Independent Directors
appointed during the year under review, the Board of
Directors have taken on record the declarations and
confirmations submitted by the Independent Directors and
is of the opinion that each Independent Director is a person
of integrity and possesses relevant expertise and experience
and his/her continued association as Director will be of
immense benefit and in the best interest of the Company.

Regarding proficiency of the Independent Directors,
ascertained from the online proficiency self-assessment test
conducted by the Institute, as notified under sub-section
(1) of section 150 of the Act, the Board of Directors have
taken on record the information submitted by Independent
Director that he/she has complied with the applicable laws.

Key Managerial Personnel

In accordance with the provisions of Sections 2(51) and
203 of the Act, read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the following are the Key Managerial Personnel
of the Company:

(i) Mr. Santosh Vora, Managing Director

(ii) Mr. Paresh Shah, Executive Director & Chief
Financial Officer

(iii) Ms. Prajakta Patil, Company Secretary & Compliance
Officer (resigned w.e.f. June 15, 2025)

(iv) Mr. Akshay Gangurde, Company Secretary &
Compliance Officer (appointed w.e.f. July 09, 2025)

18. COMMITTEES OF THE BOARD

The Company has constituted various Board level
committees in accordance with the requirements of the Act
and the Listing Regulations. The Board has the following
committees as under:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholders'' Relationship Committee

â¢ Risk Management Committee

â¢ Corporate Social Responsibility Committee

Details of the above Committees along with composition
and meetings held during the year under review are
provided in the Corporate Governance Report forming part
of this report.

19. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) and 134(5) of the Act, Directors
of the Company confirm that:

a. in the preparation of the annual accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

b. the Directors have selected appropriate accounting
policies and applied them consistently and made
judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial
year and of the profit and loss of the company
for that period;

c. the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the company
and for preventing and detecting fraud and other
irregularities;

d. the annual accounts have been prepared on a
going concern basis;

e. the Directors have laid down proper internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and are
operating effectively; and

f. the Directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and are
operating effectively.

20. INTERNAL FINANCIAL CONTROLS
WITH REFERENCE TO THE FINANCIAL
STATEMENTS

Internal Financial Controls are an integral part of the risk
management process which in turn is a part of Corporate
Governance addressing financial and financial reporting
risks. The Internal Financial Controls have been documented
and embedded in the business processes. The Company''s
approach on Corporate Governance has been detailed in the
Corporate Governance Report. The Company has deployed
the principles enunciated therein to ensure adequacy of
Internal Financial Controls with reference to:

â¢ Effectiveness and efficiency of operations

â¢ Reliability of financial reporting

â¢ Compliance with applicable laws and regulations

â¢ Prevention and detection of frauds

â¢ Safeguarding of assets

The Company has defined policies and standard operating
procedures for all key business processes to guide business
operations in an ethical and compliant manner. Compliance
of these policies is ensured through periodic self-assessment
as well as internal and statutory audits. The Company has
robust systems which are an integral part of internal control
framework. The Company continues to constantly leverage
technology in enhancing the internal controls.

The Audit Committee of the Board reviews the internal
processes, systems and the internal financial controls
and accordingly, the Directors'' Responsibility Statement
contains a confirmation regarding the adequacy of the
internal financial controls. Assurances on the effectiveness
of Internal Financial Controls is obtained through
management reviews, self-assessments, continuous
monitoring by functional heads as well as testing of the
internal financial control systems by the internal auditors
during the course of their audits. The Company believes
that these systems provide reasonable assurance that the
internal financial controls are designed effectively and are
operating as intended.

The Statutory Auditor''s Reports on Internal Financial
Controls as required under Clause (i) of sub-section 3 of
Section 143 of the Act is annexed with the Independent
Auditors'' Report.

21. VIGIL MECHANISM/ WHISTLE BLOWER
POLICY

Pursuant to the provisions of Section 177(9) of the Act read
with Rule 7 of the Companies (Meetings of Board and its
Powers) Rules, 2014, and in accordance with Regulation
22 of the Listing Regulations, the Company has adopted
''Vigil Mechanism/ Whistle Blower Policy'' for Directors,
Employees and other Stakeholders of the Company to
report concerns about unethical behaviour. The policy
provides a mechanism, which ensures adequate safeguards
to Employees, Directors and other stakeholders from any
victimisation on raising concerns of any violations of legal
or regulatory requirements, incorrect or misrepresentation
of any, financial statements and reports, and so on. The
employees of the Company have the right/option to
report their concern/grievance to the Chairman of the
Audit Committee.

During the year under review, the Company did not receive
any complaints.

The Company is committed to adhere to the highest
standards of ethical, moral and legal conduct of business
operations. The Vigil Mechanism/ Whistle Blower Policy is
available on the Company''s website at www.valiantlabs.in.

22. RISK MANAGEMENT

For the Company, risk management is an integral and
important aspect of Corporate Governance. The Company
believes that a robust Risk Management Framework
ensures adequate controls and monitoring mechanisms
for smooth and efficient running of the business. A risk-
aware organization is better equipped to maximize
shareholder value.

The risk management objectives of the Company are: -

â¢ To safeguard the Company''s and its subsidiaries''
property & interest of all stakeholders.

â¢ To protect and enhance the corporate governance.

â¢ To manage risks within a framework & consistently
achieve desired outcomes.

â¢ To implement a process to identify potential /
emerging risks.

â¢ To implement appropriate risk management
initiatives, controls, incident monitoring, reviews and
continuous improvement initiatives.

â¢ To minimize undesirable outcomes arising out of
potential risks.

â¢ To align and integrate views of risk across
the enterprise.

To ensure protection of shareholder value through
the establishment of an integrated Risk Management
Framework for identifying, assessing, mitigating,

monitoring, evaluating and reporting of all risks and
to continually strive towards strengthening the Risk
Management System through continuous learning and
improvement, the Company, in accordance with the
provisions of the Act and Listing Regulations has:

â¢ Formulated a risk management policy which is
available on the website of the company at www.
valiantlabs.in.

â¢ Constituted a Risk Management Committee, the
details of which are provided in the Corporate
Governance Report forming part of this Report.

Risk management process: -

The Company''s Risk Management Process encompasses
the following steps:

r	Risk Identification	J
	â
(	Root Cause Analysis	J

(	Risk Scoring	J

L	Risk Categorisation	J
â
r	Risk Mitigation	D
	â
(	Risk Monitoring & Reporting	J

23. CORPORATE SOCIAL RESPONSIBILITY

As the Company does not fall under any of the threshold
limits given under the provisions of Section 135 of the
Act, the compliances under CSR are not applicable
to the Company.

The Company''s CSR Policy has been uploaded on
Company''s website at www.valiantlabs.in.

The brief terms of reference, particulars of meetings
held and attendance thereat are mentioned in the
Corporate Governance Report forming an integral part of
this Annual Report.

24. DISCLOSURES UNDER SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL)
ACT, 2013

In compliance with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013, ("POSH Act") and Rules framed
thereunder, the Company has formulated and implemented a
policy on prevention, prohibition and redressal of complaints
related to sexual harassment of women at the workplace.

The Company is committed to providing a safe and
conducive work environment to all its employees and
associates. All women employees whether permanent,
temporary or contractual are covered under the above
policy. The said policy is available on the website of the
Company for information of all employees at www.
valiantlabs.in. An Internal Complaints Committee has been
set up in compliance with the POSH Act.

Details of complaints received during the year under review
under POSH Act are as under:

a. Number of complaints filed during the
financial year: NIL.

b. Number of complaints disposed of during the
financial year: NIL.

c. Number of complaints pending as on end of the
financial year: NIL.

Further, during the year under review, the Company has
complied with the provisions relating to the Maternity
Benefit Act, 1961

25. REMUNERATION OF DIRECTORS AND
EMPLOYEES

Disclosures comprising particulars with respect to the
remuneration of directors and employees, as required to
be disclosed in terms of the provisions of Section 197(12)
of the Act and Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
(Appointment and Remuneration Rules, 2014) is given as
Annexure - IV forming part of this report.

Further, for the details of employee remuneration as
required under provisions of Section 197 of the Act read
with Rule 5(2) & 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
members may write to the Company Secretary in this
regard at [email protected]

26. ENVIRONMENT, HEALTH AND SAFETY (EHS)

The Company recognizes the pivotal role of EHS in shaping
the operations and upholding commitment to sustainability
and responsible corporate citizenship. This encapsulates the

key EHS highlights from the previous years, underscoring
the company''s dedication to fostering a culture of excellence
in environmental stewardship, employee well-being, and
safety across the chemical industry.

As part of our continued commitment to sustainability,
employee well-being, and regulatory compliance, Valiant
Laboratories Limited has taken several key initiatives under
the Environment, Health, and Safety (EHS) program during
the Financial Year 2024-25:

1. Environment

â¢ Waste water treatment and ZLD

The Company has installed a Mechanical
Vapour Recompression (MVR) system along
with a Reverse Osmosis (RO) plant to achieve
Zero Liquid Discharge. This enables efficient
treatment and recycling of all process wastewater
within the facility, promoting responsible
water management.

â¢ Air Emission Control

Blowers and scrubbers have been installed to
effectively reduce air emissions and maintain air
quality in compliance with regulatory standards.

â¢ Energy Efficiency Measures

The Company has transitioned to LED
lighting across its operations to reduce energy
consumption. Additionally, energy meters
have been installed department-wise and on
individual equipment to monitor and optimize
energy usage on a continuous basis.

â¢ Environmental Awareness:

The Company carries out tree plantation drives
in the garden and green field zones of the facility.
Regular maintenance of green areas is conducted
to support long-term ecological balance.

2. Health

Annual health check-up camps were conducted for all
employees, including staff and workers. In addition,
the Company has arranged weekly on-site visits by
a qualified medical practitioner to provide ongoing
health consultations and support.

These initiatives are aimed at fostering a safe and
healthy workplace and ensuring early detection of
potential health concerns.

3. Safety:

â¢ Workplace Safety Training:

To ensure a safe and secure working environment,
we provide regular training sessions on various
safety topics for all employees and workers.
These sessions include fire safety, electrical
safety, PPE usage, emergency response and other
workplace safety practices.

â¢ Mock Drill:

As part of our commitment to workplace safety,
we regularly conduct mock drills at our Company
to ensure that all employees are well-prepared to
respond effectively during emergencies such as
fires and chemical spills.

These mock drills help in testing our emergency
response plan, identifying areas of improvement
and building confidence among staff to act
swiftly and safely during real situations.

Our goal is to increase awareness, prevent
accidents, and build a strong safety culture
within the organization.

â¢ Safety Week:

We conduct safety week celebration every
year to promote awareness and importance
of workplace safety among all employees and
workers. As part of the celebration we organize
various activities such as safety training, mock
drill, competitions awareness programs to
strengthen our safety culture.

Valiant Laboratories Limited continues to prioritize
EHS as an integral part of its operational ethos, striving
to build a resilient, sustainable, and safe workplace for
all stakeholders.

27. EMPLOYEES STOCK OPTION PLAN (ESOP)

The Nomination and Remuneration Committee and Board of
Directors at their meetings held on January 4, 2023, approved
"Valiant Laboratories - Employees Stock Option Plan - 2023"
(hereinafter referred to as Plan) and grant of Employees Stock
Options to employees of subsidiary company under the Plan.

Subsequently, the said Plan and grant of ESOP to the
employees of subsidiary company was approved by the
shareholders of the company at their meeting held on
January 20, 2023.

28. REPORT ON MANAGEMENT DISCUSSION
AND ANALYSIS

The Report on Management Discussion and Analysis,
pursuant to the provisions of Regulation 34 read with Part
B of Schedule V of Listing Regulations on the operations of
the Company, as required under the Listing Regulations is
provided in a separate section and forms an integral part of
this Annual Report.

29. REPORT ON CORPORATE GOVERNANCE

The Report on Corporate Governance, pursuant to the
provisions of Regulation 34 read with Part C of Schedule
V of Listing Regulations on the operations of the Company,
as required under the Listing Regulations forms an integral
part of this Annual Report.

30. BUSINESS RESPONSIBILITY &

SUSTAINABILITY REPORTING (BRSR)

The Listing Regulations stipulate that the top 1000 listed
companies by market capitalization must include a
Business Responsibility & Sustainability Report (BRSR)
in their Annual Report. This requirement aims to
enhance transparency and accountability regarding the
environmental, social and governance (ESG) practices of
these companies. However, the Company is not ranked
among the top 1000 listed entities for the FY 2024-25.
Consequently, the Company is not required to include
the BRSR in the Annual Report for this period. However,
the Company as a good governance practice has disclosed
certain EHS related initiatives taken by the Company which
can be referred to under the title Environment, Health and
Safety (EHS) in clause 26 of this Report.

31. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS

During the year under review, the Company received
an order dated September 30, 2024 from the Judicial
Magistrate First Class, Palghar (II Court), with respect to
failure in adoption of effective measures for prevention of
accumulation of static charges to a dangerous extent. This
incident led to the unfortunate death of a plant operator and
was deemed to be in contravention of 7-A(2)(a), Rule 115(1),
and Rule 115(2) of the Maharashtra Factories Rules, 1963,
read with Section 92 of the Factories Act, 1948. A penalty of
H30,000 each was imposed on the occupier and the Factory
Manager. This matter had no financial or operational impact
on the Company.

Except for the above, no material orders were passed by
any regulators, courts, or tribunals during the year which
could impact the Company''s going concern status or its
future operations.

However, members'' attention is invited to the statement
on contingent liabilities provided in the notes to the
Financial Statements.

32. MATERIAL TRANSACTIONS POST CLOSURE
OF THE FINANCIAL YEAR

Subsequent to the closure of the financial year, the
Company undertook fund raising activity by issue of Equity
shares by way of Rights Issue to strengthen its financial
position and reduce existing debt obligations. Assuming
full subscription, the Rights Issue process is expected to
complete on August 12, 2025, resulting in a fund infusion of
Rs. 8146.88 Lakhs into the Company.

The proceeds from the Rights Issue shall be primarily
utilized towards the repayment of unsecured loans,
thereby improving the Company''s debt-to-equity ratio and
enhancing its overall financial stability. The Company has
appointed India Ratings and Research Private Limited as
the Monitoring Agency in this regard who shall monitor the
utilisation and deviation of proceeds from the Rights Issue.

Except for the above, there were no material transactions
affecting the financial position of the Company during the
period from the end of the financial year and until the date
of this report.

33. DETAILS OF APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE,
2016

During the year under review, there was no application
made and proceeding initiated/ pending by any Financial
and/or Operational Creditors against your Company under
the Insolvency and Bankruptcy Code, 2016 ("the Code").
Further, there is no application or proceeding pending
against your Company under the Code.

34. ONE-TIME SETTLEMENT WITH ANY BANK
OR FINANCIAL INSTITUTION

During the year under review, there was no instance of oneÂ¬
time settlement with any bank or financial institution.

35. TRANSFER OF UNPAID/UNCLAIMED
DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND (IEPF)

During the year under review, there was no requirement of
transferring any unpaid/unclaimed dividend to IEPF.

36. AUDITORS AND REPORT OF THE AUDITORS

Statutory Auditor

As per the provisions of Section 139 and 141 of the Act
and rules made thereunder, the Company at its 3^rd Annual
General Meeting("AGM") held on August 08, 2024,
approved the appointment of M/^s- Raman S. Shah & Co.,
Chartered Accountants (FRN:111919W) as Statutory Auditor
for a period of 5 years commencing from the conclusion of
(3^rd AGM) till the conclusion of the (7^th AGM) to be held in
the year 2028-29.

The Report of the Auditors is provided in a separate
section and forms an integral part of this Annual Report.
The Statutory Auditor''s report does not contain any
qualification, reservation or adverse remark for the
year under review.

During the year under review, there were no instances of
fraud which requires the Statutory Auditors to report the
same to the Central Government under Section 143(12) of
the Act and Rules framed thereunder.

Cost Auditor

As per the requirements of the Section 148 of the Act read
with the Companies (Cost Records and Audit) Rules, 2014
as amended from time to time, the Company is required
to maintain cost records and accordingly, such accounts
are prepared and records have been maintained relating to
Drugs and Pharmaceuticals Division.

The Board of Directors at their meeting held on May 20,
2025, on the recommendation of Audit Committee, has reÂ¬
appointed M/s. Ketki D. Visariya & Co., Cost Accountants,
(Firm Registration Number: 000362) as the Cost Auditor of
the Company to audit the cost accounts of the Company''s
Drugs and Pharmaceuticals Division for the FY 2025-26.

As required under the Act, a resolution seeking
shareholders'' ratification for the remuneration payable to
the Cost Auditor forms part of the Notice convening the
Annual General Meeting.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and rules made thereunder, the Company had
appointed CS Sunil M. Dedhia (COP No. 2031), Proprietor
of Sunil M. Dedhia & Co., Company Secretary in Practice
to undertake the Secretarial Audit of the Company for
the financial year ending March 31, 2025. The Secretarial
Audit Report in Annexure- V in Form MR-3 forms a part
of this Report.

Further, pursuant to Regulation 24A of Listing Regulations
read with SEBI Master Circular No. SEBI/HO/CFD/
PoD2/CIR/P/0155 dated November 11, 2024; the Annual
Secretarial Compliance Report of the Company, issued
by CS Sunil M. Dedhia (COP No. 2031), Proprietor of
Sunil M. Dedhia & Co., Company Secretary in Practice,
is also available on the website of the Company at www.
valiantlabs.in.

The Secretarial Audit Report and Annual Secretarial
Compliance Report for the FY 2024-25, do not contain any
qualification, reservation, or adverse remark.

Further, pursuant to Regulation 24A of the Listing
Regulations, the Secretarial Audit of the Unlisted Indian
Material Subsidiaries of the Company identified in terms
of Regulation 16(1)(c) of the Listing Regulations viz. Valiant
Advance Sciences Private Limited (''VASPL'') was conducted
by CS Sunil M. Dedhia (COP No. 2031), Proprietor of Sunil
M. Dedhia & Co., Company Secretary in Practice. The
Secretarial Audit Report of VASPL is annexed to this Report
as Annexure V-A.

Pursuant to the provisions of Regulation 24A & other
applicable provisions of the SEBI Listing Regulations,
Section 204 read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the Audit Committee and the Board of Directors at
their respective meetings held on August 08, 2025, have
approved and recommended for approval of members,
appointment of M/s Mehta & Mehta, Practicing Company
Secretaries (Firm Registration Number: P1996MH007500)
as the Secretarial Auditor of the Company for a term of
5 (five) consecutive years, commencing from FY 2025-26
to the FY 2029-30. They have confirmed their eligibility
and qualification required under the Act and the Listing
Regulations for holding the office, as the Secretarial Auditor
of the Company.

A detailed proposal for appointment of Secretarial Auditor
is made available and forms part of the Notice of Annual
General Meeting.

37. SECRETARIAL STANDARDS

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

38. ACKNOWLEDGEMENT

The Board of Directors takes this opportunity to thank the
Company''s employees at all levels for their hard work and
commitment. The Directors would like to express their
grateful appreciation for the assistance and support received
from the Shareholders, Government Authorities, Auditors,
Financial Institutions, Customers, Employees, Suppliers,
other business associates and various other stakeholders.
The Board looks forward for continued support of all these
partners in the future.

For and on behalf of the Board

Sd/- Sd/-

Santosh Vora Paresh Shah

Managing Director Executive Director &

DIN: 07633923 Chief Financial Officer

DIN: 08291953

Place: Mumbai
Date: August 08, 2025

Mar 31, 2024

The Board of Directors (hereinafter referred to as "the Board") is pleased to present the 3^rd (Third) Annual Report of Valiant Laboratories Limited ("VLL" )(hereinafter referred to as "the Company") on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31, 2024 (hereinafter referred to as "year under review").

1. CORPORATE OVERVIEW AND GENERAL INFORMATION

The Company was originally formed as a partnership firm under Indian Partnership Act, 1932, under the name and style of "M/s. Bharat Chemicals". Subsequently, the partnership firm, M/s. Bharat Chemicals was converted into a public limited company under the provisions of the Companies Act, 2013, (hereinafter referred to as "the Act") with the name "Valiant Laboratories Limited" pursuant to certificate of incorporation dated August 16, 2021, issued by Central Registration Centre, Registrar of Companies. The corporate identity number of the Company is L24299MH 2021PLC365904.

2. FINANCIAL HIGHLIGHTS

Particulars	Standalone	Â¦	Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	18,205.24	33,390.95	18,205.72	33,390.95
Other Income	968.15	486.26	968.15	486.26
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	127.32	3,995.32	127.39	3,995.32
Less: Depreciation/ Amortisation/ Impairment	194.79	156.31	196.56	156.31
Profit /loss before Finance Costs, Exceptional items and Tax Expense	(67.47)	3,839.01	(69.17)	3,839.01
Less: Finance Costs	7.78	25.37	7.78	25.37
Profit /loss before Exceptional items and Tax Expense	(75.25)	3,813.64	(76.95)	3,813.64
Add/(less): Exceptional items	-	-	-	-
Profit /loss before Tax Expense	(75.25)	3,813.64	(76.95)	3,813.64
Less: Tax Expense (Current & Deferred)	(109.29)	913.81	(108.91)	913.81
Profit /loss for the year (1)	34.03	2,899.83	31.96	2,899.83
Total Comprehensive Income/loss (2)	17.54	3.20	17.54	3.20
Total (1 2)	51.57	2,903.03	49.50	2,903.03
Balance of profit / loss for earlier years	5,159.18	2,256.15	5,159.18	2,256.15
Less: Transfer to Debenture Redemption Reserve	-	-	-	-
Less: Transfer to Reserves	-	-	-	-
Less: Dividend paid on Equity Shares	-	-	-	-
Less: Dividend Distribution Tax	-	-	-	-
Balance carried forward

3. COMPANY''S PERFORMANCE/ STATE OF AFFAIRS OF THE COMPANY

On a Standalone basis, the Revenue from Operations for FY 2023-24 was H18,205.24 Lakhs, lesser by 45.48% over the previous year''s Revenue from Operations of H33,390.95 Lakhs. The profit after tax ("PAT") attributable to shareholders for FY 2023-24 was H34.03 Lakhs as against H2,899.83 lakhs for FY 2022-23.

On a Consolidated basis, the Revenue from Operations for FY 2023-24 was H18,205.72 Lakhs, lesser by 45.48 % over the previous year''s Revenue from Operations of H33,390.95 Lakhs. The profit after tax ("PAT") attributable to shareholders for FY 2023-24 was H31.96 Lakhs as against H2,899.83 Lakhs for FY 2022-23.

On a Standalone basis, Earning per share stood at H0.14 (Basic) and H0.14 (Diluted) in FY 2023-24 as compared to H8.91 (Basic) and H8.91 (Diluted) in FY 2022-23.

On a Consolidated basis, Earning per share stood at H0.13 (Basic) and H0.13 (Diluted) in FY 2023-24 as compared to H8.91 (Basic) and H8.91 (Diluted) in FY 2022-23.

4. CHANGE IN NATURE OF BUSINESS

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

5. SHARE CAPITAL

Authorized Share Capital

The Authorized Share Capital of the Company as on March 31, 2024, is H45,00,00,000/- (Rupees Forty- Five Crore Only) divided into 4,50,00,000 Equity Shares having face value of H10/- (Rupees Ten Only) each.

Paid up and subscribed share capital

The paid up and subscribed share capital of the Company as on March 31, 2024, is H43,45,00,000/- (Rupees Forty- Three

Crore Forty- Five Lakhs Only) comprising of 4,34,50,000 Equity Shares having face value of H10/- (Rupees Ten Only) each.

6. INITIAL PUBLIC OFFERING

During the year under review, the Company made an Initial Public Offer (IPO) through an offer for sale of 1,08,90,000 Equity Shares of face value of H10/- (Rupees Ten Only) each of the Company for cash at a price of H140/- (Rupees One Hundred Forty Only) per Equity Share aggregating to H15,246.00 Lakhs by the selling Shareholders. The issue opened on September 27, 2023, and closed on October 03, 2023. The Company successfully completed the IPO process and the equity shares of the Company were listed on National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") on October 06, 2023.

7. DEVIATION & VARIATION

In terms of Regulation 32 of Listing Regulations, the Listed Entity is required to report Deviation and Variation with

respect to funds raised through Public Issue, Rights Issue or Preferential Issue.

In view of the above, the Company post its Issue and Listing of shares on October 06, 2023, had reported deviation and variation through the Monitoring Agency appointed in this regard. The Monitoring Agency in its report for the quarter ended December 31, 2023, stated that, ''As per SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR), the net issue proceeds pending utilisation shall be deposited only in Scheduled Commercial Banks. However, the Company had parked the part of the unutilised interim proceeds in mutual funds amounting to H6,000.00 Lakhs as on December 31, 2023''.

The Company in this regard, clarified that there was no deviation or change in the actual objects for which the funds were raised. Thereafter, the Company redeemed the mutual funds and parked the same into fixed deposits.

Further, for the quarter ended March 31, 2024, no deviation or variation was reported by the Monitoring Agency.

8. CREDIT RATING

The Company has been rated by CRISIL Ratings Limited ("CRISIL") vide its letter dated November 27, 2023 and February 21, 2024, for its Bank Facilities as follows:

Date	Nature of facility	Rating
November 27, 2023	Long term rating	CRISIL A-/Stable (Reaffirmed)
	Short term rating	CRISIL A2 (Reaffirmed)
February 21, 2024	Long term facilities	CRISIL A-/Negative (Reaffirmed)

Further, CRISIL Ratings Limited, vide its letter dated April 4, 2024, has provided the credit rating as mentioned below:

Date	Nature of facility	Rating
April 4, 2024	Long term rating	CRISIL A-/Negative

The disclosures w.r.t. the said credit ratings were filed with the Stock Exchanges and the same is available on the website of the Company at www.valiantlabs.in.

9. ACQUISITION

During the year under review, the Board of Directors of the Company at its meeting held on October 23, 2023, approved to acquire 16,030 Equity shares having face value of H10/-(Rupees Ten Only) each and 5,130 Optionally Convertible Preference Shares having face value of H10/- (Rupees Ten Only) each aggregating to H165,04,80,000/- (Rupees One Hundred Sixty-Five Crore Four Lakhs Eighty Thousand Only) by way of subscribing to the Rights Issue of Valiant Advanced Sciences Private Limited ("VASPL"), Wholly Owned Subsidiary of the Company. The said acquisition was made at a price of H78,000/- (Rupees Seventy Eight Thousand Only) (including Securities Premium of H77,990/-(Rupees Seventy Seven Thousand Nine Hundred Ninety Only)).

10. DIVIDEND

With a view to conserve resources for expansion of business, the Directors of the Company have considered it prudent not to recommend any dividend for the year under review.

The Company has formulated a Dividend Distribution Policy in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (hereinafter referred to as ("Listing Regulations") and the same is available on the Company''s website at www.valiantlabs.in.

11. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount of profit to the reserves.

12. DETAILS OF HOLDING/ SUBSIDIARY/

ASSOCIATE/ JOINT VENTURE COMPANIES

As on March 31, 2024, the Company has 1 (One) wholly owned subsidiary, namely VASPL.

In accordance with the provisions of the Act, read with the Listing Regulations and relevant Indian Accounting Standards ("Ind AS"), the Board of Directors at its meeting held on May 14, 2024, approved the audited standalone and consolidated financial statements for the year ended March 31, 2024, which forms an integral part of this Annual Report.

Pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements and separate audited financial statements in respect of subsidiary company are available on the website of the Company at www.valiantlabs.in. The same shall also be sent to the Shareholders electronically who request for the same by sending e-mail to Company at investor@ valiantlabs.in from their registered e-mail address.

A statement in Form AOC-1 as required under Section 129 (3) of the Act, containing salient features of the financial statements of the subsidiary company is forming part of this Report in Annexure- I.

13. MATERIAL SUBSIDIARY

In line with the provisions of Regulation 16(1)(c) of the Listing Regulations, VASPL falls under the purview of a material subsidiary of the Company for FY 2023-24. The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the requirements of Listing Regulations. The said Policy is available on the Company''s website at www.valiantlabs.in.

14. RELATED PARTY TRANSACTIONS AND THE MANNER OF DEALING WITH REALTED PARTY TRANSACTIONS

The Company has formulated a policy on the Related Party Transactions and the same is available on the Company''s website at www.valiantlabs.in.

All the related party transactions are placed before the Audit Committee for their review and approval. Omnibus approval is obtained for the transactions which are repetitive in nature and also for the transactions which are not foreseen (subject to financial limit). A statement of all related party transactions is presented before the Audit Committee on a quarterly basis specifying the nature, value and terms & conditions of the transactions.

All transactions entered with related parties were in compliance with the applicable provisions of the Act, read with the relevant rules made thereunder, the Listing Regulations and the Company''s policy on related party transactions.

Further, all related party transactions entered into by the Company during the year under review were in the ordinary course of business, on arm''s length basis and the same were in compliance with the applicable provisions of the Act, and the Listing Regulations, as specified under the provisions of Section 134(3)(h) of the Act, and Rule 8 of the Companies(Accounts) Rules, 2014, is forming part of this report in Annexure- II in Form AOC - 2 .

15. EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on March 31, 2023, in Form MGT-7 in accordance with the provisions of Section 92(3) and Section 134 (3) (a) of the Act and Rule

12 of the Companies (Management and Administration) Rules, 2014, is available on the Company''s website at www. valiantlabs.in.

16. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is forming part of this report in Annexure- III.

17. PARTICULARS OF DEPOSITS

The Company has not accepted any deposit under Rule 2(c) of the Companies (Acceptance of Deposits) Rules, 2014, within the meaning of Sections 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification(s) or re-enactment(s) for the time being in force).

18. LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section 186 of the Act, disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the financial statements.

19. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

As on March 31, 2024, the Company has 6 (Six) Directors with an optimum combination of Executive and NonExecutive Directors including 1 (One) Women Director. The Board comprises of 4 (Four) Non-Executive Directors, out of which 2 (Two) are Independent Directors. During the year under review, the Board met 13 (Thirteen) times on May 15, 2023, May 23, 2023, June 5, 2023, July 22, 2023, August 3, 2023, August 7, 2023, August 29, 2023, September 18, 2023, October 3, 2023, October 4, 2023, October 23, 2023, November 6, 2023 and February 9, 2024.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act, read with provisions contained in the Articles of Association of the Company, Mr. Paresh Shah (DIN: 08291953) shall be liable to retire by rotation at the ensuing Annual General Meeting ("AGM") of the Company and, being eligible, offers himself for re-appointment. The Nomination and Remuneration Committee and the Board has recommended his re-appointment.

Pursuant to Regulation 36 of the Listing Regulations read with Secretarial Standards- II on General Meetings necessary details of Directors appointed on the Board of the Company are provided as an Annexure- II to the notice of the AGM.

Appointments and Resignations

a. Appointments

During the year under review, there was no change in the composition of the Board of Directors of the Company. However, the Board at its meeting held on May 14, 2024, based on the recommendations of the Nomination and Remuneration Committee approved the following:

(i) Appointment of Mr. Mulesh Savla (DIN: 07474847) as an Additional Non- Executive Independent Director of the Company for a period of 5 (Five) years w.e.f. May 14, 2024, subject to approval of shareholders at the ensuing AGM of the Company.

(ii) Appointment of Ms. Prajakta Patil (ACS - 53370) as Company Secretary, Compliance Officer and Key Managerial Personnel w.e.f. May 14, 2024.

Pursuant to Regulation 36 of the Listing Regulations read with Secretarial Standards- II on General Meetings necessary details of Directors appointed on the Board of the Company are provided as an Annexure- II to the notice of the AGM.

b. Resignation

Ms. Saloni Mehta resigned from the position of the Company Secretary and Compliance Officer of the Company w.e.f. close of business hours of March 31, 2024.

Director(s) Disclosure

Based on the declarations and confirmations received from the Directors, none of the Directors of the Company are disqualified from being appointed/ continuing as Directors of the Company.

A certificate of non - disqualification of directors obtained from M/s. Sunil M. Dedhia & Co is provided as Annexure II to the Report on Corporate Governance.

Independent Directors'' Declaration

The Company has received the necessary declaration from each Independent Director stating that they meet the criteria of independence as laid out in Section 149(6) and 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the Listing Regulations. The Company has also received from them declaration of compliance of Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online registration with the "Indian Institute of Corporate Affairs" at Manesar, for inclusion of name in the data bank of Independent Directors.

Familiarisation Programmes

The Company has conducted Familiarisation Programmes for the Independent Directors of the Company covering the matters as specified in Regulation 25(7) of the Listing Regulations. The details of the training and familiarisation programmes

conducted by the Company are available on the Company''s website at www.valiantlabs.in.

Annual Evaluation of Directors, Committees and Board

Pursuant to the provisions of the Act and as per the Listing Regulations, the Board of Directors carried out annual performance evaluation of its own performance, the directors, individually as well as the working of its Committees.

The performance of the Board as a whole and of its Committees was evaluated by the Board through structured questionnaire which covered various aspects such as the composition and quality, meetings and procedures, contribution to Board processes, effectiveness of the functions allocated, relationship with management, professional development, adequacy, appropriateness and timeliness of information, etc.

Taking into consideration the responses received from the Individual Directors to the questionnaire, performance of the Board and its Committees was evaluated. The Directors expressed their satisfaction with the evaluation process.

In terms of requirements of Schedule IV of the Act, a separate meeting of Independent Directors of the Company was held on Thursday, February 08, 2024, to review:

(i) The performance of non-independent directors and the Board as a whole and its Committees thereof;

(ii) The performance of the Chairperson of the Company, taking into account the views of executive directors and non- executive directors;

(iii) To assess the quality, quantity and timeliness of the flow of information between the Management and the Board.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year:

With regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year under review, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Directors and is of the opinion that the Independent Director is a person of integrity and possesses relevant expertise and experience and his continued association as Director will be of immense benefit and in the best interest of the Company.

Regarding proficiency of the Independent Directors, ascertained from the online proficiency self-assessment test conducted by the institute, as notified under sub-section (1) of section 150 of the Act, the Board of Directors have taken on record the information submitted by Independent Director that he/she has complied with the applicable laws.

Key Managerial Personnel

In accordance with the provisions of Sections 2(51) and 203 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014, the following are the Key Managerial Personnel of the Company:

(i) Mr. Santosh Vora, Managing Director (MD)

(ii) Mr. Paresh Shah, Chief Financial Officer (CFO)

(iii) Ms. Saloni Mehta, Company Secretary &

Compliance Officer (resigned w.e.f. March 31, 2024) (CS & CO)

(iv) Ms. Prajakta Patil, Company Secretary &

Compliance Officer (appointed w.e.f. May 14, 2024) (CS & CO)

20. DISCLOSURES RELATED TO COMMITTEES

Audit Committee (AC)

The Company''s AC composition is in line with the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations.

The composition of the AC is as under:

Sr. No.	Name	Category	Designation
1.	Mr. Velji Gogri	Non- Executive and Independent Director	Chairperson
2.	Mrs. Sonal Vira	Non- Executive and Independent Director	Member
3.	Mr. Shantilal Vora	Non- Executive Director	Member

The Members of the AC are financially literate and have requisite accounting and financial management expertise. The terms of reference of the AC and the particulars of meetings held and attendance thereat are mentioned in the

Corporate Governance Report forming part of this Report. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee (NRC)

The composition of the NRC is in conformity with the provisions of the Section 178 of the Act and Regulation 19 of the Listing Regulations.

The composition of the NRC is as under:

Sr. No.	Name	Category	Designation
1.	Mrs. Sonal Vira	Non- Executive and Independent Director	Chairperson
2.	Mr. Velji Gogri	Non- Executive and Independent Director	Member
3.	Mr. Shantilal Vora	Non- Executive Director	Member

The terms of reference of the NRC and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report which forms an integral part of this Annual Report.

The Company has formulated Nomination and Remuneration Policy, which sets standards for appointment, remuneration and evaluation of the Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company.

The said policy, inter-alia, includes the criteria for determining qualifications, attributes, independence of Directors as required under sub-section (3) of Section 178 of the Act and the Listing Regulations.

The Nomination and Remuneration Policy of the Company is available on the Company''s website at www. valiantlabs.in.

Stakeholders Relationship Committee (SRC)

Pursuant to Section 178 of the Act and Regulation 20 of the Listing Regulations, the SRC was constituted by the Board of Directors. The composition of SRC is as under:

Sr. No.	Name	Category	Designation
1.	Mr. Velji Gogri	Non- Executive and Independent Director	Chairperson
2.	Mrs. Sonal Vira	Non- Executive and Independent Director	Member
3.	Mr. Santosh Vora	Managing Director	Member

The brief terms of reference of the SRC and particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report which forms an integral part of this Annual Report.

Corporate Social Responsibility Committee (CSR Committee)

In accordance with the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, (''''CSR Rules, 2014'''') as amended from time to time, the Board of Directors of the Company has constituted a CSR Committee.

The composition of the CSR Committee is as under:

Sr. No.	Name	Category	Designation
1.	Mr. Velji Gogri	Non- Executive and Independent Director	Chairperson
2.	Mr. Paresh Shah	Executive Director	Member
3.	Mr. Shantilal Vora	Non- Executive Director	Member

The brief terms of reference, particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report which forms an integral part of this Annual Report.

The brief outline of the Company''s CSR initiavites undertaken during the year under review is forming part of this report in Annexure-IV in the format as prescribed in the CSR Rules, 2014 as amended from time to time. The Company''s CSR Policy is available on the website of the Company at www.valiantlabs.in.

21. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) and 134(5) of the Act, Directors of the Company confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the Directors have selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a going concern basis;

e. the Directors have laid down proper internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

22. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Internal Financial Controls are an integral part of the risk management process which in turn is a part of Corporate Governance addressing financial and financial reporting risks. The Internal Financial Controls have been documented and embedded in the business processes. The Company''s approach on Corporate Governance has been detailed in the Corporate Governance Report. The Company has deployed the principles enunciated therein to ensure adequacy of Internal Financial Controls with reference to:

_---â/ â¢ â¢	..........â¢ Prevention and
	detection of frauds
	Effectiveness and efficiency of operations
	Effectiveness and efficiency of operations
	Reliability of financial reporting
	Compliance with applicable
	laws and regulations
l(jlj]j	* Safeguarding of assets

The Company has defined policies and standard operating procedures for all key business processes to guide business operations in an ethical and compliant manner. Compliance of these policies is ensured through periodic self-assessment as well as internal and statutory audits. The Company has robust systems which are an integral part of internal control framework. The Company continues to constantly leverage technology in enhancing the internal controls.

The Audit Committee of the Board reviews the internal processes, systems and the internal financial controls and accordingly, the Directors'' Responsibility Statement contains a confirmation as regards adequacy of the internal financial controls. Assurances on the effectiveness of Internal Financial Controls is obtained through management reviews, self-assessment, continuous monitoring by functional heads as well as testing of the internal financial control systems by the internal auditors during the course of their audits. The Company believes that these systems provide reasonable assurance that the internal financial controls are designed effectively and are operating as intended.

The Statutory Auditor''s Reports on Internal Financial Controls as required under Clause (i) of sub-section 3 of Section 143 of the Act is annexed with the Independent Auditors'' Report.

23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and in accordance with Regulation 22 of the Listing Regulations, the Company had adopted ''Vigil Mechanism/ Whistle Blower Policy'' for Directors, Employees and other Stakeholders of the Company to report concerns about unethical behaviour. The policy provides a mechanism, which ensures adequate safeguards to Employees, Directors and other stakeholders from any victimisation on raising concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, and so on. The employees of the Company have the right/option to

report their concern/grievance to the Chairman of the Audit Committee.

The mechanism adopted by the Company encourages the Whistle blower to report genuine concerns or grievances and provides for adequate safeguards against victimization of Whistle Blower to those who avail such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. During the year under review, the Company has not received any complaints.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Vigil Mechanism/ Whistle Blower Policy is available on the Company''s website at www.valiantlabs.in.

24. RISK MANAGEMENT

For the Company, Risk Management is an integral and important aspect of Corporate Governance. The Company believes that a robust Risk Management Framework ensures adequate controls and monitoring mechanisms for smooth and efficient running of the business. A risk-aware organization is better equipped to maximize shareholder value.

The risk management objectives of the company are:-

	o To safeguard the Company''s and its subsidiaries'' property & interest of all stakeholders.
		o	To protect and enhance the corporate governance.
....	â1	o ;	To manage risks within a framework & consistently achieve desired outcomes.
Objectives
J		o	To implement a process to identify potential / emerging risks.
		o	To implement appropriate risk management initiatives, controls, incident monitoring, reviews and continuous improvement initiatives.
	o To Minimize undesirable outcomes arising out of potential risks.
	o To align and integrate views of risk across the enterprise.

Pursuant to section 134 (3)(n) of the Act, the company has formulated a risk management policy which is available on the website of the company at www.valiantlabs.in.

Risk management process:-

The Company''s Risk Management Process encompasses the following steps:

i. Risk Identification: Identification of all internal and external risks that may impact our ability to achieve objectives and goals.

ii. Root Cause Analysis: Determining the underlying reasons for a risk element''s existence.

iii. Risk Scoring: Analysing internal processes to determine the likelihood and impact of risk elements.

iv. Risk Categorisation: Grouping identified risks into controlled, serious, disruptive, severe, and critical categories.

v. Risk Mitigation: Developing mitigation action to manage identified risks and limit their impact.

vi. Risk Monitoring & Reporting: Assessing risk management components and ensuring quality of performance is conducted through self- assessments and reporting of key risks to the Board.

25. CORPORATE SOCIAL RESPONSIBILITY

During the FY 2023-24, the Company has spent H67.44 Lakhs towards Corporate Social Responsibility (CSR) activities approved by the CSR Committee and the Board of Directors, from time to time. The CSR initiatives of the Company were primarily under the thrust areas of promoting education, healthcare and women empowerment.

The Report on CSR activities as required under the CSR Rules, 2014, along with the brief outline of the CSR policy in Annexure- IV is forming part of this Report. The Company''s CSR Policy has been uploaded on Company''s website at www.valiantlabs.in.

The brief terms of reference, particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report forming an integral part of this Annual Report.

26. DISCLOSURES UNDER SEXUAL

HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, ("POSH Act") and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace.

The Company is committed to providing a safe and conducive work environment to all its employees and associates. All women employees whether permanent, temporary or contractual are covered under the above policy. The said policy is available on the website of the Company for information of all employees at www. valiantlabs.in. An Internal Complaints Committee has been set up in compliance with the POSH Act.

Details of complaints received during the year under review under POSH Act are as under:

a. Number of complaints filed during the financial year: NIL.

b. Number of complaints disposed of during the financial year: NIL.

c. Number of complaints pending as on end of the financial year: NIL.

27. REMUNERATION OF DIRECTORS AND EMPLOYEES

Disclosure comprising particulars with respect to the remuneration of directors and employees, as required to be disclosed in terms of the provisions of Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in Annexure - V forming part of this report.

The report and financial statements are being sent to the members of the Company excluding the statement of particulars of employees under Rule 5(2). However, these are available for inspection during business hours up to the date of the forthcoming AGM at the registered office of the Company.

28. ENVIRONMENT, HEALTH AND SAFETY (EHS)

The Company is conscious of the importance of environmentally clean and safe operations. It requires conduct of operations in such a manner so as to ensure safety of all concerns, compliances of environmental regulations and preservation of natural resources.

The Company recognizes the pivotal role of EHS in shaping the operations and upholding commitment to sustainability and responsible corporate citizenship. This encapsulates the key EHS highlights from the previous years, underscoring the company''s dedication for fostering a culture of excellence in environmental stewardship, employee wellbeing, and safety across the chemical industry.

29. EMPLOYEES STOCK OPTION PLAN (ESOP)

The NRC and Board at their meetings held on January 4, 2023, approved "Valiant Laboratories - Employees Stock Option Plan - 2023" ("Plan") and grant of Employees Stock Options to employees of subsidiary company under the Plan.

Subsequently, the said Plan and grant of ESOP to the employees of subsidiary company was approved by the shareholders of the company at their meeting held on January 20, 2023.

30. REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS

The Report on Management Discussion and Analysis, pursuant to the provisions of Regulation 34 read with Part B of Schedule V of Listing Regulations on the operations of the Company, as required under the Listing Regulations is provided in a separate section and forms an integral part of this Annual Report.

31. REPORT ON CORPORATE GOVERNANCE

The Report on Corporate Governance, pursuant to the provisions of Regulation 34 read with Part C of Schedule V of Listing Regulations on the operations of the Company, as required under the Listing Regulations is provided in a seperate section and forms an integral part of this Annual Report.

32. BUSINESS RESPONSIBILITY &

SUSTAINABILITY REPORTING (BRSR)

The Listing Regulations stipulate that the top 1000 listed companies by market capitalization must include a Business Responsibility & Sustainability Report (BRSR) in their Annual Report. This requirement aims to enhance transparency and accountability regarding the environmental, social and governance (ESG) practices of these companies. However, the Company is not ranked amongst the top 1000 listed entities for the FY 2023-24. Consequently, the company is not required to include the BRSR in the Annual Report for this period.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, no significant material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company''s operations.

However, member''s attention is drawn to the statement on contingent liabilities in the notes forming part of the Financial Statements.

34. MATERIAL TRANSACTIONS POST CLOSURE OF THE FINANCIAL YEAR

There were no material transactions affecting the financial position of the Company during the period from the end of the financial year and until the date of this report.

35. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE YEAR UNDER REVIEW ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, there was no application made and proceeding initiated/ pending by any Financial and/or Operational Creditors against the Company under the Insolvency and Bankruptcy Code, 2016 ("the Code"). Further, there is no application or proceeding pending against the Company under the Code.

36. AUDITORS AND REPORTS OF THE AUDITORS

Statutory Auditor

M/s. Raman S. Shah & Co., Chartered Accountants (Firm Registration No. 111919W) were appointed as Statutory Auditors of the Company for a period of 2 (Two) consecutive years at the AGM of the Members held on September 27, 2022, to hold office from the conclusion of the 1^st (First) AGM of the Company till the conclusion of the 3^rd (Third) AGM at a remuneration as may be mutually agreed upon by the Board of Directors and the Statutory Auditors.

M/s. Raman S. Shah & Co. are eligible and willing to be re-appointed for a 2^nd (Second) term of 5 (Five) years. They have conveyed their eligibility and consent in writing for re-appointment as the "Statutory Auditors" of the Company and have issued certificate confirming that their reappointment, if made, will be within the limits prescribed under the provisions of Section 139 of the Act and the rules made thereunder.

Further, the Audit Committee & Board of Directors at their meeting held on May 14, 2024, have recommended the reappointment of M/s. Raman S. Shah & Co. for a 2^nd (Second) term of 5 (Five) consecutive years from the FY 2024- 25 to FY 2028- 29. Pursuant to the amendments of Section 139 of the Act and the Companies Amendment Act, 2017, notified on May 7, 2018, the requirement of ratification of appointment of Statutory Auditors by the shareholders at every AGM has been withdrawn.

The Report of the Auditors is provided in a seperate section and forms an integral part of this Annual Report. The Statutory Auditor''s report does not contain any qualification, reservation or adverse remark for the year under review.

During the year under review, there were no instances of fraud which requires the Statutory Auditors to report the same to the Central Government under Section 143(12) of the Act and Rules framed thereunder.

Cost Auditor

As per the requirements of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is required to maintain cost records and accordingly, such accounts are prepared and records have been maintained relating to Drugs and Pharmaceuticals division. The Report of the Cost Audit for the year ended March 31, 2023, for the Drugs and Pharmaceuticals division was filed with the Ministry of Corporate Affairs within the prescribed time.

The Board of Directors at their meeting held on May 14, 2024, on the recommendation of Audit Committee, has reappointed M/s. Ketki D. Visariya & Co., Cost Accountants, (Firm Registration Number: 000362) as the Cost Auditor of the Company to audit the cost accounts of the Company''s Drugs and Pharmaceuticals Division for the FY 2024-25.

As required under the Act, a resolution seeking member''s ratification for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Company had appointed M/s. Sunil M. Dedhia & Company (COP No.: 2031) to undertake the Secretarial Audit of the Company for the FY 2023-24. The Secretarial Audit Report in Annexure- VI in Form MR-3 forms a part of this Report.

Pursuant to Regulation 24A of Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/

CIR/P/2023/120 dated July 11, 2023, the Annual Secretarial Compliance Report of the Company is available on the website of the Company at www.valiantlabs.in.

The Secretarial Audit Report and Secretarial Compliance Report for the FY 2023-24, do not contain any qualification, reservation, or adverse remark.

The Board of Directors at their meeting held on May 14, 2024, has re-appointed M/s. Sunil M. Dedhia & Company, (COP No.: 2031) as the Secretarial Auditor for FY 2024-25 at a remuneration as may be mutually agreed between the auditor and the Company.

37. SECRETARIAL STANDARDS

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

38. ACKNOWLEDGEMENT

The Board of directors takes this opportunity to thank Company''s employees at all levels for their hard work and commitment. The Directors would like to express their grateful appreciation for the assistance and support received from the Shareholders, Government Authorities, Auditors, Financial Institutions, Customers, Employees, Suppliers, other business associates and various other stakeholders. The Board looks forward for continued support of all these partners in the future.

For and on behalf of the Board

Sd/- Sd/-

Santosh Vora Paresh Shah

Managing Director Executive Director &

DIN: 07633923 Chief Financial Officer

DIN: 08291953

Place: Mumbai Date: May 14, 2024

Mar 31, 2023

Your Directors present the 2^nd Directors Report of Valiant Laboratories Limited for the Financial Year ended March 31, 2023.

Financial Highlights & Summary Financial Highlights

Particulars	Standalone		amount in laKhs) Consolidated
	2022-23	2021-22	2022-23	2021-22
Total Income from operations (Gross	33,390.95	20,914.44	33,390.95	-
EBITDA	3,995.32	3,184.98	3,995.32	-
Depreciation & Amortization	156.31	161.75	156.31	-
Profit from Operations before Other Income, Finance Costs and Exceptional Items	3,352.75	2,943.71	3,352.75	-
Other Income	486.26	79.52	486.26	-
Profit before Finance Costs	3,839.01	3,023.23	3,839.01
Finance Costs	25.37	2.42	25.37	-
Profit before Tax	3,813.64	3,020.81	3,813.64	-
Total Tax Expenses	913.81	764.54	913.81	-
Net Profit for the period	2,899.83	2,274.26	2,899.83	-
Total Comprehensive income for the year	2,903.03	2,259.27	2,903.03	-
Earnings Per Share (Basic & Diluted)	8.91	7.87	8.91	-

Summary

Your Company reported Net profit of Rs. 2,899.83 (in lakhs) for FY 2022-23 as against Net profit of Rs. 2,274.26 (in lakhs) for FY 2021-22.

Likewise, the Total Comprehensive income for the year 2022-23 was Rs. 2,903.03 (in lakhs) as compared to income for the year 2021-22 that was Rs. 2,259.27 (in lakhs).

Consolidated Financial Statements

In accordance with the provisions of Companies Act, 2013 and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the FY 2022-23, together with the Auditorsâ Report, form part of this Directors Report.

2. Transfer to Reserves

Your Company has not transferred to the General Reserve.

3. Subsidiary Companies

As on March 31, 2023, the Company has 1 (one) wholly owned subsidiary, namely Valiant Advanced Sciences Private Limited bearing CIN: U24290MH2022PTC386388 incorporated on July 08, 2023. The Registered office of the Company is situated at Mumbai.

The Company does not have any material subsidiary whose net worth exceeds 10% of the consolidated net worth of the Company in the immediately preceding accounting year or has generated 10% of the consolidated income of the Company during the previous Financial Year. A policy on material subsidiaries had been formulated and is available on the website of the Company and the web link thereto is:

Further a statement containing salient features of the financial statement of our Subsidiaries/Jointly controlled entity in the prescribed format AOC-1 is included in the Report as Annexure-A and forms an integral part of this Report.

4. Changes in Share Capital

During the year 2022-23, there were changes in the authorized share capital and paid up share capital of the Company.

Authorized Share Capital

During the year 2022-23, the authorized capital of the Company was increased from Rs.

23.00. 00.000 (Rupees Twenty-Three Crores) to Rs. 45,00,00,000 (Rupees Forty-Five Crores Only) by creation of additional 2,20,00,000 (Two Crore Twenty Lakh) Equity Shares of Rs. 10/-each.

As on the date of this report the Authorized Share Capital of the Company stands at

45.00. 00.000 (Rupees Forty-Five Crores divided into 4,50,00,000 (Forty-Five Crores) equity shares of 10/-each.

Paid Up Share Capital Bonus Shares @1:1

The Company on February 23, 2023 allotted 1,62,80,000 nos. of fully paid up Equity Shares of Rs. 10/- each in the proportion of 1:1 [i.e. One Bonus Equity Share(s) of nominal value Rs. 10/-each for every 1(One) Equity Share(s) of nominal value of Rs. 10/- each held by the Shareholders. Pursuant to the said allotment of Equity Shares, the paid-up share capital of the Company increased from Rs. 16,28,00,000 consisting of 1,62,80,000 Equity Shares to Rs.

32,56,00,000 consisting of 3,25,60,000 Equity Shares of Rs. 10/- each.

5. Directors and Key Managerial Personnel (KMP)

In accordance with the prevailing provisions of the Section 149 of the Companies Act, 2013 as on March 31, 2023, the Board of Directors, comprises Six Directors (with two Executive Directors, one Non-Executive Director, One Non-Executive Additional Director and two Independent Directors, which includes One Woman Director).

Key Managerial Personnel

During the year under review, there was no change in the Key Managerial Personnel of the Company.

Independent Directors

In accordance with Section 149(7) of the Companies Act, 2013, all Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

In the opinion of the Board of Directors, the Independent Directors fulfill the conditions specified in the Companies Act, 2013 read with the rules made thereunder.

All the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. All the Independent Directors of the Company have enrolled their names in the âIndependent Directors Data Bankâ maintained by Indian Institute of Corporate Affairs (âIICAâ).

6. Directorsâ 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) 1 hat in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a

true and fair view of the state of affairs of the company at the end of the Financial Year and of the profit arid loss of the company for that period;

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

d) That Directors have prepared the annual accounts on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

7. Meetings

The Board of Directors met 7 (seven) times during the Financial Year under review. The details of the number of meetings of Board of Directors held during the Financial year 2022-23 are as follows:

1. May 20, 2022

2. June 14, 2022

3. August 02, 2022

4. November 04, 2022

5. January 04, 2023

6. January 30, 2023

7. February 23, 2023

The intervening gap between the meetings was within the prescribed period under the Companies Act 2013.

8. Corporate Social Responsibility

Our CSR arms undertake community interventions to enhance the lives of the communities. Besides our direct involvement, we partner with numerous implementing agencies to carry out need assessment and make impactful interventions.

The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-B of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Our Focus areas during the year has been

â¢ Education & Skill Development

â¢ Childcare & Healthcare Facilities

â¢ Women Empowerment & Livelihood Opportunities

â¢ Cluster & Rural Development

â¢ Disaster Relief & Rehabilitation

â¢ Eradication of Hunger & Poverty

â¢ Water Conservation & EEnvironment

â¢ Research & Development work for upliftment of Society

The detailed policy on Corporate Social Responsibility is available on the website of the Company on the web link thereto is:

https://valiantlabs.in/investors/#policies

9. Vigi! Mechanism/Whistle Blower Policy

The Company has established a Vigil Mechanism and Whistle Blower Poiicy for its Directors and Employees to report concerns about unethical behavior, actual or suspected fraud, actual or suspected leak of UPSI or violation of Companyâs Code of Conduct. It also provides for adequate safeguards against the victimization of employees and allows direct access to the chairperson of the audit committee in exceptional cases. The said policy has been posted on the website of the Company and the web link thereto is: https://valiantlabs.in/investors/#policies

The Company affirms that no person has been denied access to the Audit Committee Chairman.

10. Related Party Transactions

The Company has a Policy on Materiality of Related Party Transaction and dealing with Related Party Transaction which is uploaded on the Companyâs website at the web- link given below:

https://valiantlabs.in/investors/#policies

All related party transactions that were entered into during the FY 2022-23 were on armâs length basis and were carried out in the ordinary course of the business.

There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other Designated Persons which may have potential conflict with interest of the Company at large.

The related party transactions are approved by the Audit Committee. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of transactions. A report of factual findings arising out of the accepted procedures carried out in regard to transactions with Related Parties is given by the Statutory Auditors on quarterly basis and the same is placed before the Audit Committee.

The details of related party transactions are provided in the accompanying financial statements.

Particulars of contracts or arrangements made with related parties

Since all related party transactions entered into by the Company were in ordinary course of business and were on an armâs lengthâs basis, Form AOC-2 is not applicable to Company.

11. Deposits

Your Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 [(i.e., deposits within the meaning of Rule 2(1 )(c) of the Companies (Acceptance of Deposits) Rules, 2014)], during the Financial Year 2022-23.

12. Particulars of Loans, Guarantees, Investments and Securities

Particulars of loans given, investments made, guarantees given and securities provided during the year under review and as covered under the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the notes to the standalone financial statements forming part of the Directors Report.

13. Material changes and commitment if any affecting the financial position of the company occurred between the end of the Financial Year to which this financial statements relate and the date of the report

During the year under review, your Company has taken a significant step towards growth and expansion by filing for an Initial Public Offering (IPO) with the Securities and Exchange Board of India (SEBI) and Stock exchanges. This marks a pivotal moment as we seek to enhance our financial prospects and broaden our investor base.

As a significant milestone of the Company''s journey towards growth and expansion, your Company has submitted the Draft Red Herring Prospectus (DRHP), a comprehensive document that outlines our company''s performance, financials, and future prospects with SEBI and Stock Exchanges.

As a part of the endeavor, your Company is in the process of obtaining the necessary approvals from regulatory authorities.

A copy of Draft Red Herring Prospectus (DRHP) is uploaded the Companyâs website at the web- link given below:

https://valiantlabs.in/investors/#initial-public-offer

14. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return as on March 31, 2023 is available in prescribed format on the Companyâs website on:

https://valiantlabs.in/investors/#annual-return

15. Statutory Auditors & Auditorsâ Report

In accordance with the provisions of Section 139 of the Companies Act, 2013, Raman S. Shah, Chartered Accountants (Firm Registration No.: 111919W) were appointed as Statutory Auditor of your Company at the 1st Annual General Meeting for a term of 2 years, to hold office from that meeting till the conclusion of the 3rd Annual General Meeting to be held in 2024.

There are no qualifications, reservations or adverse remarks or disclaimer made by the Auditor in their report. The Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees as specified under Section 143(12) of the Companies Act, 2013.

16. Cost Auditors & Records

In terms of the Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Rules, 2014, the Company is required to maintain cost accounting records and have them audited every year.

The Board accordingly, has appointed Ketaki D. Visariya, Cost Accountants, (Membership No. 16028) as the âCost Auditorsâ of the Company for FY 2023-24. The remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their approval. The Company has maintained cost records as specified under section 148(1) of the Act.

17. Secretarial Auditor & Report

Pursuant to provisions of Section 204(1) of the Companies Act, 2013 and Regulation 24A of the Listing Regulations, the Secretarial Audit Report for the Financial Year ended March 31, 2023 issued by CS Sunil M. Dedhia (COP No. 2031), of Sunil M. Dedhia & Co. Company Secretary in Practice and the Secretarial Auditor of the Company is annexed as Annexure C and forms an integral part of this Report. During the year under review, the Secretarial Auditor had not reported any fraud under Section 143(12) of the Act.

There is no qualification, reservation or adverse remark or disclaimer made by the Auditor in their report. As regards the observations of the Secretarial Auditor in their Report, the same is self-explanatory and need no further clarifications.

18. Internal Control Systems and their adequacy

Your Company has clearly laid down policies, guidelines and procedures that form part of internal control systems, which provide for automatic checks and balances. Your Company has maintained a proper and adequate system of internal controls. The Company has appointed Smt. Grishma Saiya as an Internal Auditor who periodically audits the adequacy and effectiveness of the internal controls laid down by the Management and suggests improvements. This ensures that all Assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported diligently. Your Companyâs internal control systems commensurate with the nature and size of its business operations. Internal Financial Controls are evaluated and Internal Auditorsâ Reports are regularly reviewed by the Audit Committee of the Board.

19. Secretarial Standards Compliance

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

20. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, Conservation Of Energy Initiatives

Conservation of Energy

(i)	the steps taken or impact on conservation of energy	We have increased the batch size of our manufactured products this has led to decrease in power cost per kg of our product. Also we have installed new generation of pumps which decrease the input power required when running on lower capacities. We have installed newer model of cooling towers which reduces energy cost.
(ii)	the steps taken by the company for utilizing alternate sources of energy.	NA
(iii)	the capital investment on energy conservation equipment s	The total Investment done on energy conversation equipment was Rupees 92,58,148

Technology Absorption, Adaptation and Innovation

(0	the effort made towards technology absorption	We have procured new technology equipmentâs in evaporation systems which unlike traditional evaporators require significant lower steam to evaporate liquids and also have much lower maintenance requirement.
00	the benefits derived like product improvement cost reduction product development or import substitution	Our efforts for increasing the Batch size of our manufactured products have led to decrease in analytical cost for our company as well for our customers and also resulted in saving a lot of time by the Quality Control team.
(iii)	in case of imported technology (important during the last three years reckoned from the beginning of the financial year)	NA
	(a) the details of technology imported	NA
	(b) the year of import;	NA
	(c) whether the technology been fully absorbed	NA
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	NA
(iv)	the expenditure incurred on Research and Development	We have incurred total of Rs. 7,64,608 on Research and Development

21. Other Disclosures

No penalties/strictures were imposed on the Company by any statutory authority on any matter. There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status & Companyâs operations in future

The Company has in place the mechanism for Risk Assessment. The Board by way of periodical review ensures that risk, if any, is controlled and managed by means of a properly designed framework.

The Company has a policy on Prevention of Sexual Harassment at workplace in place and it is circulated to the employees of the Company. The Company has not received any complaint of Sexual harassment during the year under review.

22. Acknowledgement

The Board of Directors places on record its sincere appreciation for the dedicated services rendered by the employees of the Company at all levels and the constructive cooperation extended by them. Your Directors would like to express their grateful appreciation for the assistance and support by all Shareholders, Government Authorities, Auditors, Financial Institutions, Customers, Employees, Suppliers, Other Business Associates and various Other Stakeholders.

Registered Office: By Order of the

Board

104, Udyog Kshetra, First Floor,

Mulund Goregaon Link Road, r r \ l

Mulund(W), Mumbai -400080 O o AJO/va

Santosh Shantilal Vora Managing Director

Date: August 03, 2023 DIN: 07633923

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