Valiant Communications Ltd Directors Report

To the Members,

The Directors present their 31^st Annual Report on the business and operations of the Company and the audited statement of accounts for the year ended 31 March 2024.

Financial Results

(In thousands)

Particulars	Standalone		Consolidated
	2023-2024	2022-2023	2023-2024	2022-2023
Sales & Other Income	4,60,102	3,02,780	4,67,690	3,16,281
Earnings before depreciation, interest and taxation Less :	1,11,916	46,682	1,07,142	44,083
Depreciation	22,636	21,176	22,636	21,176
Finance cost	1,485	485	1,485	485
Taxes	22,004	6,641	20,978	5,610
Net profit/(loss) after tax	65,791	18,380	62,043	16,812
Other comprehensive income (net)	350	295	1,048	2,964
Total comprehensive income	66,141	18,675	63,091	19,776

Corporate Highlights

Our net revenues (net of taxes and component sales) from operations on a standalone basis grew by 51.39% to 4,57,108 thousand in the reporting year. Domestic and export revenues constituted 72% and 28% of our total revenues respectively. The growth in revenue has a further positive impact on margins and profitability. The reported Earnings before Depreciation, Interest, and Taxation (EBITDA) stands at 1,11,916 thousand [previous year: 46,682 thousand] with the reported net profit (loss) at 65,791 thousand [previous year: 18,380 thousand] with a recorded growth of 258%.

At the consolidated level, our net revenues (net of taxes and component sales) from operations on a consolidated basis grew by 47.08% to 4,63,313 thousand in the reporting year. Domestic and export revenues constituted 71% and 29% of our total revenues respectively. The growth in revenue has a further positive impact on margins and profitability. The reported EBITDA is increased to 1,07,142 thousand from 44,083 thousand as reported last year. Whereas, the reported net profit (loss) is increased to 62,043 thousand from 16,812 thousand with a recorded growth of 269%.

Operations and State of Affairs

The operation and state-of-affairs have been adequately explained in the Management Discussion and Analysis segment and form part of this report.

Subsidiaries and their Performance

To explore the emerging opportunities in communications business and infrastructure development, the Company has established direct subsidiaries, viz. Valiant Communications (UK) Limited, United Kingdom and Valiant Infrastructure Limited, India, as part of its future growth strategy. Whereas, Valcomm Technologies Inc., USA, is its step-down subsidiary of the Company. The statement containing the salient features of the financial statements of the aforesaid subsidiaries is annexed herewith as Annexure-1.

Valcomm USA, has clientele of prestigious name such as the US

Government (various departments), General Dynamics, Ministry of Defence Serbia, Ministry of Defence Bulgaria, Ministry of Defence Australia, Costal Department France etc., as its end user customers.

Whereas, Valiant UK has also been approved as registered vendor with Siemens for Lithuania and Latvia.

The Company has adopted a policy for determining Material Subsidiaries in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"). The Policy, as approved by the Board, is uploaded on the Companys website at the web link: https://www.valiantcom.com/corporate/cp/material-subsidiary-policy.pdf

There were no transactions during the year which would require to be reported in Form AOC 2.

Consolidated Financial Statements

As required under Section 129 of the Companies Act, 2013 ("the Act") and the Listing Regulations, the audited Consolidated Financial Statements of the Company and its subsidiaries, prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015 ("Ind AS"), form part of the Annual Report and are reflected in the Consolidated Financial Statements.

The annual accounts of the subsidiaries and related detailed information will be kept at the Registered Office of the Company, as also at the registered offices of the respective subsidiary companies and will be available to investors seeking information at any time. They are also available on the website of the Company.

Preferential allotment of Equity shares

During the fag-end of reporting year, the Company made the preferential allotment of 4,04,600 equity shares of face value of

10/- each fully paid up for cash at an issue price of 319/- per equity share (which includes a premium of 309/- per equity share). Pursuant to the approval of the shareholders in their

Extraordinary General Meetings held on 29 February 2024, the Board of Directors have allotted these equity shares in their meeting held on 11 March 2024 to the individuals from the Non-Promoter category in accordance with the provisions of Sections 23(1)(b), 42, 62 and all other applicable provisions of the Act read with the Chapter V of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations"). As of

31 March 2024, the entire proceeds remain unutilized in a separate bank account.

Share Capital

During the year under review, there was an increase in paid-up equity share capital because of the preferential allotment of 4,04,600 equity shares. Accordingly, the paid-up equity share capital stands at 7,62,80,600/- comprising of 76,28,060 equity shares of 10/- each fully paid up, as on 31 March 2024.

There has been no change in the authorized share capital. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

Transfer to Reserves

The Company does not propose to transfer any amount to the General Reserve out of the amount available for appropriations.

Dividend

In view of the current and expected foreseeable growth opportunities, the Board intends to retain the financial resources of the Company and therefore finds it prudent not to propose any dividend for the year under reporting.

Dematerialisation of Equity Shares

As on 31 March 2024, 98.09% (previous year: 97.91%) of the outstanding equity shares of the Company have been dematerialized.

Deposits

During the year under review, your Company has not taken any public deposits.

Particulars of Loans, Guarantees and Investments

During the year under review, your Company has not given any loans, guarantees or made investments under Section 186 of the Act, 2013.

Related Party Transactions

All Related Party Transactions that were entered into during the financial year were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholders approval under the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

During the year under review, your Company has not entered in any kind of transaction, referred in Clause 2 and 2A, Part A of Schedule V of Listing Regulations.

The Company has adopted a Related Party Transactions Policy. The policy, as approved by the Board, is uploaded on the website of the Company at the following web link: https://www.valiantcom.com/corporate/cp/materiality-related-party.pdf

Details of the transactions with Related Parties are provided in the accompanying financial statements.

Risk Management Policy

The Company has adopted a Risk Management Policy in accordance with the provisions of the Act and the Listing Regulations. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk.

The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.

The risk management process consists of risk identification and assessment; risk measurement, mitigation and monitoring; and risk reporting.

Board of Directors

Appointment of Directors and Key Managerial Personnel

The Independent Directors of the Company, namely, Mr. Gaurav Kaura, Mr. Avinash Verma, Mr. Sumit Mehta and Ms. Neepa Chatterjee, shall complete their two consecutive terms of five years each, on 24 September 2024. In accordance with the provisions of Section 149(11) of the Act, their term cannot be further extended.

The Board of Directors place on record their deep sense of gratitude and appreciation for the invaluable contribution rendered by the retiring independent directors during their association with the Company.

The Company has received notices in writing under the provisions of Section 160 of the Companies Act, 2013, proposing the candidatures of Mr. Subhash Kumar Mehta, Mr. Anil Tandon and Ms. Sanjna Aggarwal for the office of Independent Directors.

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and the provisions of the Listing Regulations. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made thereunder and are independent of the management.

On account of cessation of office of independent directors as detailed above, the Board of directors, based upon the recommendation of the Nomination and Remuneration committee have recommended for approval of the shareholders, the appointment of Mr. Subhash Kumar Mehta, Mr. Anil Tandon and Ms. Sanjna Aggarwal, considering their integrity, expertise and experience including their proficiency, as independent directors, effective from the date of the conclusion of the ensuing annual general meeting, to hold office for a term of five years from the conclusion of 31st AGM.

The Nomination and Remuneration Committee and the Board of directors at their respective meeting(s) have assessed their candidature and are of the opinion that the above recommended Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of commerce, laws, strategy, auditing, tax and risk advisory services, financial services, corporate governance, etc. and that they hold highest standards of integrity.

All the Independent Directors of the Company have confirmed that before their appointment, they shall enroll themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs (IICA) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment

& Qualification of Directors) Rules, 2014, as amended.

Mr. Subhash Kumar Mehta and Ms. Sanjna Aggarwal are required to undertake the online proficiency self-assessment test conducted by IICA within the prescribed period, whereas Mr. Anil Tandon is exempt from this requirement.

In accordance with the provisions of Section 152 of the Act, Mr. Inder Mohan Sood, Director of the Company, retire by rotation, and being eligible, offers himself for re-appointment.

The tenure of Mr. Gaurav Mohan Sood, Whole-time Director of the Company, will expire on 29 September 2024.

Considering the valuable services rendered and efforts made by him in the software development, research, new technologies adaption and other related business activities of the Company, the Nomination and Remuneration Committee has recommended their re-appointment to the Board of Directors.

The Board of Directors in their meeting held on 29 May 2024, subject to the approval of the members in the forthcoming AGM; and the provisions of the Articles of Association of the Company, have re-appointed Mr. Gaurav Mohan Sood as Whole-time Director of the Company, on existing terms and conditions, for a further period of three years from the date of expiry of his present tenure.

However, he shall be liable to retire by rotation in accordance with the provisions of Section 152 of Companies Act, 2013.

There has not been any instance of appointment or resignation of Directors and Key Managerial Personnel during the year under reporting.

Policy on Appointment and Remuneration of Directors

The Company has adopted a Nomination and Remuneration Policy for the Directors, Key Managerial Personnel, and other employees, pursuant to the provisions of the Act and the Listing Regulations.

In accordance with the Nomination and Remuneration Policy adopted by the Company, the Nomination and Remuneration Committee is responsible for developing competency requirements for the Board based on the industry and strategy of the Company.

The Committee is responsible for reviewing and vetting the profile of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board in accordance with the Nomination and Remuneration Policy of the Company. The Nomination and Remuneration Committee has formulated the criteria for determining requisite qualifications, positive attributes such as high standards of ethical behavior, strong interpersonal and communication skills and soundness of judgment and independence of Directors in terms of provisions of Section 178 of the Act and the Listing Regulations.

The philosophy for remuneration of Directors, Key Managerial Personnel and all other employees of the Company is based on the commitment of fostering a culture of leadership with trust. The Remuneration Policy of the Company is aligned to this philosophy.

The Nomination and Remuneration Committee has inter-alia considered the following factors while formulating the Policy:

(i) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the Company successfully; (ii) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and (iii) Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is as per the Remuneration Policy of the Company.

The Nomination and Remuneration Policy, as approved by the Board, is uploaded on the Companys website at the web link: https://www.valiantcom.com/corporate/cp/nomination-remuneration-policy.pdf

Annual Evaluation of Board Performance and Performance of its Committees and of Directors

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board, its Committees and of Directors.

The Boards functioning was evaluated on various aspects, including inter-alia the Structure of the Board, Meetings of the Board, Functions of the Board, Degree of fulfilment of key responsibilities, Establishment and delineation of responsibilities to various Committees, Effectiveness of Board Processes, information and functioning.

The Committees of the Board were assessed on the degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/support to the Management outside Board/Committee Meetings.

The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated in a separate meeting of Independent Directors. The same was also discussed in the meetings of NRC and the Board.

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

Board and Committee Meetings

Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the prescribed period.

Directors Responsibility Statement

In terms of Section 134 (3) (c) of the Act, your directors, to the best of their knowledge and belief and according to the information and explanations obtained by them in the normal course of their work, state that, in all material respects:

a) In the preparation of the annual financial statements for the year under reporting, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) Appropriate accounting policies have been selected, applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at reporting date and of the profit of the company for the year ended on that date; c) Proper and sufficient care has been taken 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) The annual financial statements have been prepared on a going concern basis; e) Proper internal financial controls were in place and the financial controls were adequate and operating effectively; and f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Corporate Governance Report and Management Discussion & Analysis Report

As per the provisions of Listing Regulations, Corporate Governance Report with auditors certificate thereon and Management Discussion and Analysis are attached and form part of this report.

Vigil Mechanism / Whistle Blower Policy

The company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the said policy is posted on the website of the company at https://www.valiantcom.com/corporate/cp/vigil-mechanism.pdf

Reporting of Frauds

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.

Anti-Sexual Harassment Policy

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, (POSH) and rules made thereunder. All persons employed on a permanent, contractual, temporary basis and trainees are covered under this Policy. In addition, the Company has complied with provisions relating to constitution of Internal Committees and has a stable well governed ethics investigation process.

No complaints were pending at the beginning of the financial year 2023-24. During the year under review, no complaints with allegations of sexual harassment were received by the Company and accordingly no complaints were pending as at the end of the year.

Code of Conduct

All Board of Directors and senior management personnel have affirmed their respective annual compliance with the provisions of the Code of Conduct for the reporting year, laid down by the Board to govern the conduct of Directors and senior management of the Company by certain fundamental business principles, ethics, values, policies and procedures within the applicable laws, rules and regulations.

Secretarial Standards

The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Code for Prevention of Insider Trading

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has adopted a Code for Prevention of Insider Trading. The objective of the code is to restrict an insider from dealing in the shares of the company either directly or indirectly when in possession of unpublished price sensitive information and also to restrict communication of such information. The code is applicable to directors and designated employees/ persons associated with the company. The code enumerates the procedure to be followed for dealing in the shares of the company and periodic disclosures to be made. It also restricts the insiders from dealing in the companys shares during the period when the Trading Window is announced closed. The company secretary has been designated as the Compliance Officer.

The details of the said code are posted on the website of the company at https://www.valiantcom.com/corporate/cp/ codes-insider-trading.html

Internal Controls System and Adequacy

The Companys internal audit systems are geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operations through adherence to the Companys policies, identifying areas of improvement, evaluating the reliability of Financial Statements, ensuring compliances with applicable laws and regulations and safeguarding of assets from unauthorized use.

Details of the internal controls system are given in the Management Discussion and Analysis Report, which forms part of the Directors Report.

Auditors and Audit i) Statutory Auditors

The Members of the Company at their Annual General Meeting held on 30 September 2022, had approved the reappointment of M/s. Pawan Nanak Bansal & Co., Chartered Accountants, (ICAI Firm Registration no. 008953C), as the statutory auditors of the Company for a second term of five consecutive years commencing from the conclusion of the 29th AGM until the conclusion of 34th AGM of the Company to be held in the year 2027.

Pursuant to the provisions of Companies Amendment Act, 2017, notified on 07 May 2018, ratification of appointment of Statutory Auditors at every AGM is no more a legal requirement. Accordingly, the Notice convening the ensuing AGM does not carry any resolution on ratification of appointment of Statutory Auditors.

The Auditors Report for the financial year ended

31 March 2024 does not contain any qualification, reservation, adverse remark or disclaimer.

ii) Secretarial Audit

In accordance with the provisions of Section 204 of the Act and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Bhalla & Associates, Company Secretaries, Delhi, to undertake the Secretarial Audit of the company. The Secretarial Audit report is annexed herewith as Annexure-2.

The Secretarial Audit Report for the financial year ended

31 March 2024 do not contain any qualification, reservation, adverse remark or disclaimer.

Extract of Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31 March 2024 is available on the Companys website at https://valiantcom.com/corporate/ extract-annual-return/extract-annual-return.html

Corporate Social Responsibility

The provisions of the Act relating to Corporate Social Responsibility were not applicable in the instant year under reporting. However, being the audited profits in the financial year 2023-24 are above the threshold limit, the Company is required to comply with the provisions of Section 135 of the Act, in the ongoing financial year. The Board has taken the necessary steps regarding the necessary compliance. The Company shall continue its endeavor to fulfill its responsibility towards society.

Cost records

The provisions of the Act relating to maintenance of cost records are not applicable in the light of the 2nd proviso of Rule 3 of the Companies (Cost Records and Audit) Rules, 2014.

Material changes and commitment

There has been no material change and commitment, affecting the financial performance of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

Significant and Material Orders passed by the Regulators or Courts

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

Personnel

The information required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with any amendments thereto, is annexed as Annexure-3.

In terms of Section 136 of the Act, the Reports and Accounts are being sent to the shareholders excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary at the Registered Office of the Company. The said information is available for inspection by the Members at the Registered Office of the Company on any working day of the Company.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 with any amendments thereto, is annexed as Annexure-4.

Acknowledgments

The Directors sincerely acknowledge the trust and confidence that has been placed by the employees, shareholders and investors in the Company. The Directors are thankful to all the employees and the officers of the Company, for their dedication, support and co-operation.

	On behalf of the Board of Directors
	For Valiant Communications Limited
	Inder Mohan Sood
	Chairman and Managing Director
Place: New Delhi
Date: 29 May 2024