Valiant Laboratories Ltd Directors Report

Report of the Board of Directors

To the Members,

The Board of Directors (hereinafter referred to as "the Board") are pleased to present the 5^th (Fifth) 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, 2026 (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.

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

2. FINANCIAL HIGHLIGHTS

				(Rs. In Lakhs)
	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	21,704.25	13,336.18	23,746.75	13,338.20
Other Income	289.48	542.81	232.04	543.48
Profit/loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	1007.09	75.21	871.05	75.53
Less: Depreciation/ Amortisation/ Impairment	226.19	202.46	603.98	209.26
Profit/loss before Finance Costs, Exceptional items and Tax Expense	780.90	(127.25)	267.07	(133.73)
Less: Finance Costs	26.11	17.53	190.25	17.53
Profit/loss before Exceptional items and Tax Expense	754.79	(144.78)	76.82	(151.26)
Add/(less): Exceptional items	-	-	-	-
Profit/loss before Tax Expense	754.79	(144.78)	76.82	(151.26)
Less: Tax Expense (Current & Deferred)	199.96	70.24	403.61	68.86
Profit/(loss) for the year (1)	554.82	(215.02)	(326.79)	(220.12)
Total Comprehensive Income/loss (2)	(0.43)	(2.26)	0.42	(2.40)
Total (1+2)	554.39	(217.28)	(326.37)	(222.52)
Retained Earnings as on the closure of Financial Year	5550.55	4,995.74	4661.32	4,988.11

The Financial Statements for the financial year ended March 31, 2026 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. COMPANYS PERFORMANCE/ STATE OF AFFAIRS OF THE COMPANY

On a Standalone basis, the Revenue from Operations for FY 2025-26 was Rs.21,704.25 Lakhs, higher by 62.75% over the previous years Revenue from Operations of Rs.13,336.18 Lakhs. The profit after tax ("PAT") attributable to shareholders for FY 2025-26 was Rs.554.82 Lakhs as against Rs.(215.02) lakhs for FY 2024-25.

On a Consolidated basis, the Revenue from Operations for FY 2025-26 was Rs.23,746.75 Lakhs, higher by 78.04% over the previous years Revenue from Operations of Rs.13,338.20 Lakhs. The profit after tax ("PAT") attributable to shareholders for FY 2025-26 was Rs.(326.79) Lakhs as against Rs.(220.12) Lakhs for FY 2024-25.

On a Standalone basis, earning per share stood at Rs.1.10(Basic) and Rs.1.10 (Diluted) in FY 2025-26 as compared to Rs.(0.50) (Basic) and Rs.(0.50) (Diluted) in FY 2024-25.

On a Consolidated basis, earning per share stood at Rs.(0.65) (Basic) and Rs.(0.65) (Diluted) in FY 2025-26 as compared to Rs.(0.51) (Basic) and Rs.(0.51) (Diluted) in FY 2024-25.

4. OPERATIONS/ STATE OF COMPANYS

AFFAIRS

Valiant Laboratories Limited is a pharmaceutical company focused on manufacturing high-quality Active Pharmaceutical Ingredients (APIs), with a strong presence in the Paracetamol API segment. The operations/ state of the Companys affairs/ nature of business forms part of the Management Discussion and Analysis Report forming part of the Annual Report.

5. CHANGE IN NATURE OF BUSINESS

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

6. SHARE CAPITAL

Authorized Share Capital

The Authorized Share Capital of the Company as on March 31, 2026, is Rs.60,00,00,000 (Rupees Sixty Crore Only) divided into 6,00,00,000 Equity Shares of Rs.10/- each.

Paid up and subscribed share capital

The paid up and subscribed share capital of the Company as on March 31, 2026 is Rs.54,31,25,000 (Rupees Fifty- Four Crore Thirty-One Lakh Twenty-Five Thousand Only) comprising of 5,43,12,500 Equity Shares having face value of Rs.10/- each.

Change during the year

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 Rs.8,146.88 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 Rs.10/- each for cash at a price of Rs.75/- per share (including a premium of Rs.65/- per equity share), aggregating up to Rs.8,146.88 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. Fractional entitlements were disregarded while computing the Rights Entitlement.

Upon successful completion on August 13, 2025, the postissue paid-up share capital of the Company stands increased to Rs.54,31,25,000/- (Rupees Fifty-Four Crore Thirty-One Lakh Twenty-Five Thousand Only), comprising 5,43,12,500 Equity Shares of face value of Rs.10/- each.

7. STATEMENT ON DEVIATION OR VARIATION

In terms of Regulation 32 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "Listing Regulations"), a listed entity is required to report deviation(s) and variation(s) with respect to funds raised through a public issue, rights issue or preferential issue.

For IPO:

Post the issue and listing of its equity shares on October 06, 2023, the Company appointed CARE Ratings Limited, a SEBI registered Monitoring Agency, for monitoring the utilisation of the proceeds of the Initial Public Offer. The Monitoring Agency, in its report for the quarter ended September 30, 2024, confirmed that the Company had fully utilised the net proceeds of the IPO. There was no deviation or variation in the utilisation of the IPO proceeds from the objects stated in the Prospectus.

For Rights Issue:

During the year under review, the Company issued

I, 08,62,500 equity shares of face value of Rs.10/- each at an issue price of Rs.75/- per equity share (including a premium of Rs.65/- per equity share), aggregating to Rs.8,146.88 Lakhs, on a rights basis, in terms of the Letter of Offer dated July 15, 2025. The Rights Equity Shares were allotted on August 11, 2025 and listed on BSE Limited and National Stock Exchange of India Limited on August 13, 2025.

For monitoring the utilisation of the proceeds of the Rights Issue, the Company appointed India Ratings and Research Private Limited, a SEBI registered Monitoring Agency, in terms of Regulation 82 of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The utilisation of the Gross Proceeds of Rs.8,146.88 Lakhs as on March 31, 2026 is set out below:

Sr. No	Object as stated in the Letter of Offer	Amount earmarked (Rs. In Lakhs)	Amount utilised upto March 31, 2026 (Rs. In Lakhs)	Unutilised as on March 31, 2026 (Rs. In Lakhs)
1.	Adjustment of Unsecured Loans of Promoter/Promoter Group towards Rights Equity Shares Application Money	5,800.51	5,800.51	Nil
2.	Repayment of outstanding loans of existing promoters	139.51	139.51	Nil
3.	Capital Expenditure	180.38	127.78	52.61
4.	General Corporate Purposes	1,956.48	1982.11	(25.63)
5.	Issue Related Expenses	70.00	44.37	25.63
	Total	8146.88	8094.27	52.61

There has been no deviation or variation in the utilisation of the Net Proceeds from the objects stated in the Letter of Offer, and there has been no change in the objects of the Rights Issue.

Out of the Gross Proceeds of Rs.8146.88 Lakhs, an amount of Rs.8094.27 Lakhs was deployed during the year under review. The balance of Rs.52.61 Lakhs, earmarked towards "Capital Expenditure - Purchase and Installation of new HVAC" could not be deployed within Fiscal 2025-26 as the installation required a shutdown of the plant at the manufacturing facility at Tarapur, which had to be scheduled so as to minimise disruption to production.

The shutdown was accordingly taken in June 2026 and the installation was completed during that period. Pending deployment, the said amount was held in fixed deposits with the Companys bankers, and the interest earned thereon was also applied towards the same object.

In terms of the Letter of Offer, which provided for utilisation in the next fiscal year in such an event, the Board determined that the said amount be deployed in Fiscal 202627 towards the same object. The amount has since been fully deployed in June 2026, and the Monitoring Agency, in its report for the quarter ended June 30, 2026, has confirmed full utilisation of the net proceeds of the Rights Issue.

8. CREDIT RATING

The Company has been rated by India Ratings and Research vide its letter dated June 25, 2025, for the Companys banking facilities as follows:

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

The disclosures w.r.t. 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. 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 Companys website at www.valiantlabs.in.

10. TRANSFER TO RESERVES

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

11. DETAILS OF HOLDING/ SUBSIDIARY/ ASSOCIATE/ JOINT VENTURE COMPANIES

As on March 31, 2026, 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 the relevant Indian Accounting Standards ("Ind AS"), the Board of Directors at its meeting held on May 14, 2026, approved the audited standalone and consolidated financial statements for the year ended March 31, 2026, 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.

12. 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 2025-26 and, based on the audited accounts for FY 2025-26, will continue to be a material subsidiary for FY 2026-27. 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 Companys website at www.valiantlabs.in.

13. RELATED PARTY TRANSACTIONS

The Company has formulated a policy on the Related Party Transactions and the same is available on the Companys 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 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 2025-26 were in compliance with the applicable provisions of the Act, read with the relevant rules made thereunder, the Listing Regulations and the Companys policy on related party transactions.

Further, particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Act, which were not at arms length basis or which were material transactions on an arms length basis, as specified under the provisions of Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, are disclosed in Form AOC-2, forming part of this report as Annexure-II.

14. EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on March 31, 2026, 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 Companys website at www. valiantlabs.in.

15. 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.

16. PARTICULARS OF DEPOSITS

The Company has not accepted any deposits within the meaning of Sections 73 of the Act, read with Rule 2(c) of the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modifications or re-enactments for the time being in force). Accordingly, there were no deposits outstanding as on March 31, 2026. Therefore, the requirement to disclose details of deposits which are not in compliance with Chapter V of the Act is not applicable to the Company.

17. 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.

18. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

As on March 31, 2026, the Company has 7 (Seven) Directors 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 6 (Six) times on May 20, 2025, July 09, 2025, August 08, 2025, November 11, 2025, February 11, 2026 and March 07, 2026.

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, commission 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. Sandeep Gupta (DIN:09245060) 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 in Annexure- VII 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:

Mr. Akshay Gangurde (ACS: 70561) was appointed as the Company Secretary, Compliance Officer, and Key Managerial Personnel of the Company with effect from July 09, 2025.

Further, the Board of Directors and its Committees, at their respective meeting(s) held on August 10, 2026, approved reappointment of:

• Mr. Santosh Vora (DIN:07633923), Managing director of the Company for a further term of five (5) years, with effect from February 06, 2027 subject to the approval of members at the ensuing Annual General Meeting.

• Ms. Sonal Vira (DIN:09505883), Independent Director of the Company for a second term of five (5) consecutive years, with effect from February 16, 2027 subject to the approval of members at the ensuing Annual General Meeting.

In this regard, the requisite details of Mr. Santosh Vora and Ms. Sonal Vira, pursuant to Regulation 36 of the Listing Regulations, read with Secretarial Standard-2 on General Meetings, are provided in Annexure VII to the Notice of the AGM.

The Company has received the requisite declarations from Ms. Sonal Vira confirming that she meets the criteria of independence as prescribed under the Act and the Listing Regulations.

Resignations

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. Mehta & Mehta 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 Regulation 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 Programme

The Company has conducted Familiarisation programmes for the Independent Directors of the Company covering the matters a 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 Companys 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 Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 1 (One) meeting of the Independent Directors was held on February 11, 2026 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, Whole-Time Director & Chief Financial Officer;

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

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

19. 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:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility Committee

• Rights Issue Committee (dissolved on November 11, 2025)

• Restructuring Committee (w.e.f. March 07, 2026)

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

20. 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.

21. 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 Companys 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:

• Effectiveness and efficiency of operations

• Reliability of financial reporting

• Compliance with applicable laws and regulations

• Prevention and detection of frauds

• 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 Auditors 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.

In the opinion of the Board, there are no elements of risk identified which may threaten the existence of the Company.

22. 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.

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 Companys website at www.valiantlabs.in.

23. 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: -

• To safeguard the Companys and its subsidiaries property & interest of all stakeholders.

• To protect and enhance the corporate governance.

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

• To implement a process to identify potential/emerging risks.

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

• To minimize undesirable outcomes arising out of potential risks.

• 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 formulated a risk management policy which is available on the website of the company at www.valiantlabs.in.

Risk management process: -

The Companys Risk Management Process encompasses the following steps:

24. 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 Companys CSR Policy has been uploaded on Companys 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.

25. NOMINATION AND REMUNERATION POLICY

In compliance with the requirements of Act and Rules made thereunder, the Company has framed a Nomination and Remuneration Policy for its Directors, Key Managerial Personnel, Functional Heads and other employees of the Company.

Salient Features of the Nomination & Remuneration Policy

• Establishes criteria for appointment, re-appointment and removal of Directors, Key Managerial Personnel (KMPs) and Senior Management Personnel.

• Prescribes qualifications, competencies, experience, integrity and independence requirements for appointment to the Board and senior leadership positions.

• Provides for succession planning and promotes Board diversity in terms of gender, experience, knowledge and perspective.

• Lays down a framework for performance evaluation of Directors, KMPs and Senior Management Personnel.

• Ensures that remuneration is fair, competitive, performance-linked and aligned with the Companys long-term objectives and business strategy.

• Remuneration structure comprises fixed pay, performance-linked incentives, stock options, longterm incentives, retirement benefits and other perquisites, as applicable.

• The Nomination and Remuneration Committee reviews and recommends remuneration policies, Board composition and leadership succession matters to the Board.

• Provides for periodic review of compensation levels with reference to industry benchmarks and organizational performance.

• Ensures compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The policy is available on the website of the Company at www.valiantlabs.in

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. COMPLIANCE WITH PROVISIONS OF MATERNITY BENEFIT ACT, 1961

Your Company has complied with the provisions of Maternity Benefit Act, 1961.

28. 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 (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 investor@valiantlabs.in

Remuneration/Commission drawn from Holding/Subsidiary Company:

None of the Directors of the Company have drawn any remuneration/commission from the Companys Holding Company/ Subsidiary Companies.

29. 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 2025-26. 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 30 of this Report.

30. 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 during the year under review, underscoring the companys dedication to fostering a culture of excellence in environmental stewardship, employee wellbeing, 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 2025-26:

1. Environment

a) Process Containment and Environmental Safeguards

• All pipelines connected to the Acetic Anhydride storage tank were fitted with flange covers/guards, strengthening containment and reducing the risk of leaks.

• Carbon separation was relocated to a dedicated, fully covered enclosure, improving containment and ambient air quality around the operation.

• The arrangement of old and active pipelines across the facility was streamlined to prevent incorrect connections and improve overall process safety.

• The temporary shed was replaced with a permanent structure to provide better structural safety, weather protection and long-term operational reliability.

b) Waste Management

Waste segregation practices were followed across the facility, with hazardous waste and e-waste disposed of through authorized vendors in accordance with applicable regulations.

c) Energy and Water Conservation

The Company continued its energy and water conservation initiatives during the year, including arrangements to ensure continuous availability of drinking water for the workforce during interruptions to the regular water supply.

d) Environmental Awareness and Green Belt Development

50+ trees were planted in the green belt and garden areas in and around the facility during the year, reinforcing the Companys commitment to long-term ecological balance.

2. Health

a) Occupational Health Centre (OHC)

• The Occupational Health Centre maintained first-aid boxes and stretchers during the year, with personnels trained in first aid by an authorized first-aid trainer.

• Periodic health check-ups were conducted, first-aid facilities and health records were maintained and kept updated, and no occupational illness was reported during the year.

• Specialized external training, including CPR training, was conducted for employees.

b) Employee Welfare

The Company ensured continuous availability of drinking water for the workforce, including arrangements to safeguard hydration and welfare of contract labour during interruptions to the water supply.

3. Safety

a) Workplace Safety Training

• Structured monthly safety training was conducted in line with the Safety Training Calendar, covering topics including Material Handling & MSDS, First Aid, PPE usage and health hygiene, general workplace safety, and fire extinguisher use.

• External training sessions, including on fire extinguisher and fire hydrant systems, were conducted by qualified external trainers.

• Regular toolbox talks were conducted across departments - Production, Maintenance, Stores and Quality Control - reinforcing day-to-day safety awareness on the shop floor.

• Gate safety checks were conducted every month.

b) Work Permit System

A structured work permit system continued to govern General, Height, Hot, Confined Space, Hazardous and Electrical work, ensuring controlled execution of high- risk activities across the facility.

c) Incident and Accident Performance

The Company maintained Zero Lost Time Injury (LTI) and Zero Medical Treatment Case (MTC) during the year, with no fatal accidents reported.

Near-miss incidents and unsafe acts/conditions continued to be proactively reported and tracked, with corrective and preventive actions implemented in each instance.

d) Emergency Preparedness

Mock drills were conducted during the year, including a plant-wide emergency drill and a dedicated mock drill on electric shock emergency response covering safe rescue techniques, power isolation and first-aid procedures. Reports of the drills conducted were submitted to the Directorate of Industrial Safety and Health (DISH).

e) Safety Week

Safety Week was celebrated with full participation from employees and contract workers, comprising fire hydrant training, fire extinguisher training, and poster, PPE, slogan and quiz competitions, to strengthen the Companys overall safety culture.

f) Housekeeping

A facility-wide cleaning drive was carried out jointly by staff and contract workers to improve overall premises hygiene.

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.

31. EMPLOYEES STOCK OPTION PLAN (ESOP)

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

The Plan, together with the proposed grant of stock options to employees of the subsidiary company, was subsequently approved by the shareholders of the Company at their meeting held on January 20, 2023.

The Plan was approved prior to the Initial Public Offering ("IPO") of the Company, i.e., at a time when the equity shares of the Company were not listed on any recognised stock exchange. Pursuant to the listing of the Companys equity shares, the Plan has not been listed on the Stock Exchanges in terms of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and as on the date of this

Report, no stock options have been granted under the Plan. The Company will make appropriate disclosures in terms of the applicable regulations at the time of any future grant under the Plan.

32. 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.

33. 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.

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

During the year under review, the Company received an Adjudication Order dated December 26, 2025 from the Office of the Assistant Commissioner of CGST & Central Excise, Division-IV, Navi Mumbai Commissionerate, in relation to alleged wrongful availment of Input Tax Credit (ITC) on capital goods for FY 2021-22 on account of depreciation claimed on the GST component of such capital goods. The adjudicating authority confirmed the demand towards alleged wrongful availment of ITC amounting to approximately Rs.57.25 lakhs. The Company has filed an appeal before the Appellate Authority on March 09, 2026.

Further, the Company received an Adjudication Order dated May 29, 2026, from the Office of the Joint Commissioner, CGST & C. Ex., Navi Mumbai Commissionerate, in relation to alleged non-payment of GST on a corporate guarantee provided to a related party during the FY 2023-24. The adjudicating authority confirmed a GST demand of Rs.18 Lakhs on the Corporate Guarantee, along with an equal penalty of Rs.18 Lakhs and interest under Section 50(1) of the CGST Act, 2017 and the corresponding provisions of the SGST Act, 2017. The Company is evaluating all options, including filing an appeal against the order before the appropriate authority.

Further, the Ministry of Corporate Affairs, through the Registrar of Companies, Maharashtra, vide adjudication order dated August 11, 2025, imposed a penalty of Rs.3,45,000 on the Company and Rs.1,08,000 each on the Managing Director, Chief Financial Officer and erstwhile Company Secretary under Section 90(11) of the Companies Act, 2013 read with Rule 4 of the Companies (Significant Beneficial Owners) Rules, 2018 for non-filing of e-Form BEN-2. The Company has paid the penalty imposed under the said order.

The Company does not expect these above matters to have a material impact on its financial position or operations.

Except for the above, no material orders were passed by any regulators, courts, or tribunals during the year which could impact the Companys 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.

35. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY AND THE DATE OF THE REPORT

There were no material changes or commitments affecting the financial position of the Company that occurred between the end of the financial year and the date of this Report except that the Board of Directors, at its meeting held on May 16, 2026, approved the evaluation of potential restructuring options involving the Company, its holding company, subsidiaries and associates, with a view to achieving operational efficiencies, organizational alignment and strategic synergies. As on the date of this Report, no definitive decision has been taken and the evaluation process remains ongoing.

36. 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.

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

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

38. 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.

39. 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 (8^th AGM) to be held in the year of 2028-29.

The Report of the Auditors is provided in a separate section and forms an integral part of this Annual Report. The Statutory Auditors 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 14, 2026, 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 Companys Drugs and Pharmaceuticals Division for the FY 2026-27.

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

Secretarial Auditor

As per the provisions of Section 204 of the Act and rules made thereunder, the Company at its 4^th Annual General Meeting("AGM") held on September 25, 2025, approved the appointment of M/s Mehta & Mehta, Practicing Company Secretaries (ICSI Firm Registration No. 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.

The Secretarial Audit Report (MR-3) issued by M/s Mehta & Mehta, Practicing Company Secretaries is forming part of this report as Annexure- V.

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 M/s Mehta & Mehta, Practicing Company Secretaries, is also available on the website of the Company at www. valiantlabs.in.

The Secretarial Audit Report and Annual Secretarial Compliance Report for FY 2025-26 do not contain any qualification, reservation or adverse remark. However, the Reports contain the following observation.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines and Standards mentioned above, except for delay in prior intimation of the Rights Issue Committee Meeting held on July 15, 2025, under Regulation 29(1)(d) read with Regulation 29(2) of SEBI (LODR) Regulations, 2015, for which notices were received from BSE Limited and National Stock Exchange of India Limited and the applicable fine was paid by the Company.

Management/Board Response: The non-compliance was not deliberate and arose due to scheduling constraints, as the Rights Issue Committee meeting was held only after receipt of the inprinciple approvals from the Stock Exchanges. The Company acted in good faith and paid the fine of Rs.11,800 each (inclusive of GST) imposed by BSE and NSE on 20 August 2025 within the prescribed timelines.

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 Advanced Sciences Private Limited (VASPL) was conducted by M/s Mehta & Mehta, Practicing Company Secretaries. The Secretarial Audit Report of VASPL is annexed to this Report as Annexure V-A.

40. 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.

41. ACKNOWLEDGEMENT

The Board of directors takes this opportunity to thank Companys 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	Whole-Time Director & Chief Financial Officer
Place: Mumbai	DIN: 07633923	DIN: 08291953
Date: August 10, 2026