Valiant Laboratories Ltd Directors Report

To the Members,

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

(Rs. In Lakhs)

	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,	75.21	127.32	75.53	127.39
Exceptional items and Tax Expense
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. COMPANYS PERFORMANCE/STATE OF AFFAIRS OF THE COMPANY

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

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

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

On a Consolidated basis, Earning per share stood at Rs.(0.51) (Basic) and Rs.(0.51) (Diluted) in FY 2024-25 as compared to Rs.0.13 (Basic) and Rs.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 Rs.60,00,00,000 (Rupees Sixty Crore Only) divided into 6,00,00,000 Equity Shares of Rs.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 Rs.45,00,00,000 divided into 4,50,00,000 equity shares of Rs.10 each to Rs.60,00,00,000 divided into 6,00,00,000 equity shares of Rs.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 Rs.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 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.

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 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.

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 Companys 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 Companys 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 Companys 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 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 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 Companys 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 Companys 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 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 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:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Risk Management Committee

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 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 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 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.

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 Companys 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: -

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.

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 Companys Risk Management Process encompasses the following steps:

Risk Identification

Root Cause Analysis

Risk Scoring

Risk Categorisation

Risk Mitigation

Risk Monitoring & Reporting

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 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.

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 investor@valiantlabs.in

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 companys 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

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.

Air Emission Control

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

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.

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:

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.

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.

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 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.

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 Companys 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 onetime 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 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 20, 2025, 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 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 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
Place: Mumbai	Managing Director	Executive Director & Chief Financial Officer
Date: August 08, 2025	DIN: 07633923	DIN: 08291953