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Valiant Laboratories Ltd. Directors Report
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 368.62 Cr. P/BV 1.17 Book Value (Rs.) 58.14
52 Week High/Low (Rs.) 119/64 FV/ML 10/1 P/E(X) 0.00
Bookclosure 19/07/2025 EPS (Rs.) 0.00 Div Yield (%) 0.00
Year End :2025-03 

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

1. CORPORATE OVERVIEW AND GENERAL INFORMATION

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

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

2. FINANCIAL HIGHLIGHTS

Particulars

Standalone

Consolidated

2024-25

2023-24

2024-25

2023-24

Revenue from Operations

13,336.18

18,205.24

13,338.20

18,205.72

Other Income

542.81

968.15

543.48

968.15

Profit/loss before Depreciation, Finance Costs,
Exceptional items and Tax Expense

75.21

127.32

75.53

127.39

Less: Depreciation/ Amortisation/ Impairment

202.46

194.79

209.26

196.56

Profit /loss before Finance Costs, Exceptional items and
Tax Expense

(127.25)

(67.47)

(133.73)

(69.17)

Less: Finance Costs

17.53

7.78

17.53

7.78

Profit /loss before Exceptional items and Tax Expense

(144.78)

(75.25)

(151.26)

(76.95)

Add/(less): Exceptional items

-

-

-

-

Profit /loss before Tax Expense

(144.78)

(75.25)

(151.26)

(76.95)

Less: Tax Expense (Current & Deferred)

70.24

(109.29)

68.86

(108.91)

Profit / (loss) for the year (1)

(215.02)

34.03

(220.12)

31.96

Total Comprehensive Income/loss (2)

(2.26)

17.54

(2.40)

17.54

Total (1 2)

(217.28)

51.57

(222.52)

49.50

Retained Earnings as on the closure of Financial Year

4,995.74

5,210.75

4,988.11

5,208.68

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

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

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

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

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

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

4. CHANGE IN NATURE OF BUSINESS

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

5. SHARE CAPITAL

Authorized Share Capital

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

Increase in Authorized Share Capital

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

Paid up and subscribed share capital

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

Rights Issue

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

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

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

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

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

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

6. DEVIATION & VARIATION

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

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

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

7. CREDIT RATING

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

Date

Nature of facility

Rating

April 4, 2024

Long term rating

CRISIL A-/Negative

August 22, 2024

Long term rating

CRISIL BBB /Negative

(downgraded from 'CRISIL A-/Negative')

February 18, 2025

Long term rating

CRISIL BBB/Negative

(downgraded from 'CRISIL BBB /Negative')

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

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

Date

Nature of facility

Rated Limits (millions)

Rating

June 25, 2025

Fund-based working capital limits

INR 550

IND BBB/Stable/IND A2

Non-fund-based working capital limits

INR 10

IND A2

8. DIVIDEND

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

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

9. TRANSFER TO RESERVES

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

10. DETAILS OF HOLDING/ SUBSIDIARY/

ASSOCIATE/ JOINT VENTURE COMPANIES

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

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

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

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

11. MATERIAL SUBSIDIARY

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

12. RELATED PARTY TRANSACTIONS

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

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

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

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

13. EXTRACT OF ANNUAL RETURN

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

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

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

15. PARTICULARS OF DEPOSITS

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

16. LOANS, GUARANTEES AND INVESTMENTS

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

17. BOARD OF DIRECTORS & KEY MANAGERIAL
PERSONNEL

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

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

Retirement by Rotation

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

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

Appointments and Resignations

Appointments

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

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

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

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

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

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

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

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

Resignations

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

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

Director(s) Disclosure

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

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

Independent Directors' Declaration

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

Familiarisation Programmes

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

Annual Evaluation of Directors, Committees and Board

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

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

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

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

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

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

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

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

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

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

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

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

Key Managerial Personnel

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

(i) Mr. Santosh Vora, Managing Director

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

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

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

18. COMMITTEES OF THE BOARD

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

• 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 Company's
approach on Corporate Governance has been detailed in the
Corporate Governance Report. The Company has deployed
the principles enunciated therein to ensure adequacy of
Internal Financial Controls with reference to:

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

21. VIGIL MECHANISM/ WHISTLE BLOWER
POLICY

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

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

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

22. RISK MANAGEMENT

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

The risk management objectives of the Company are: -

• To safeguard the Company's 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 Company's Risk Management Process encompasses
the following steps:

r

Risk Identification

J

(

Root Cause Analysis

J

(

Risk Scoring

J

L

Risk Categorisation

J

r

Risk Mitigation

D

(

Risk Monitoring & Reporting

J

23. CORPORATE SOCIAL RESPONSIBILITY

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

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

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

24. DISCLOSURES UNDER SEXUAL

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

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

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

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

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

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

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

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

25. REMUNERATION OF DIRECTORS AND
EMPLOYEES

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

Further, for the details of employee remuneration as
required under provisions of Section 197 of the Act read
with Rule 5(2) & 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
members may write to the Company Secretary in this
regard at
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 company's dedication to fostering a culture of excellence
in environmental stewardship, employee well-being, and
safety across the chemical industry.

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

1. Environment

• 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 Company's going concern status or its
future operations.

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

32. MATERIAL TRANSACTIONS POST CLOSURE
OF THE FINANCIAL YEAR

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

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

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

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

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

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

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

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

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

36. AUDITORS AND REPORT OF THE AUDITORS

Statutory Auditor

As per the provisions of Section 139 and 141 of the Act
and rules made thereunder, the Company at its 3rd 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
(3rd AGM) till the conclusion of the (7th AGM) to be held in
the year 2028-29.

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

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

Cost Auditor

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

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

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

Secretarial Auditor

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

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

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

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

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

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

37. SECRETARIAL STANDARDS

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

38. ACKNOWLEDGEMENT

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

For and on behalf of the Board

Sd/- Sd/-

Santosh Vora Paresh Shah

Managing Director Executive Director &

DIN: 07633923 Chief Financial Officer

DIN: 08291953

Place: Mumbai
Date: August 08, 2025


 
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