The Directors present their 32^nd Annual Report on the business and operations of the Company and the audited statement of
accounts for the year ended 31 March 2025.

Financial Results

Corporate Highlights

Our net revenues (net of taxes and component sales) from
operations on a standalone basis grew by 10.25% to
' 5,03,975 thousand in the reporting year. Domestic and
export revenues constituted 80.33% and 19.67% of our total
revenues respectively. The growth in revenue has a further
positive impact on margins and profitability. The reported
Earnings before Depreciation, Interest, and Taxation (EBITDA)
stands at ' 1,56,637 thousand [previous year: ' 1,11,916
thousand] with the reported net profit at' 95,128 thousand
[previous year:' 65,791 thousand] with a recorded growth of
44.59%.

At the consolidated level, our net revenues (net of taxes and
component sales) from operations on a consolidated basis
grew by 9.76% to ' 5,08,511 thousand in the reporting year.
Domestic and export revenues constituted 79.61% and
20.39% of our total revenues respectively. The growth in
revenue has a further positive impact on margins and
profitability. The reported EBITDA is increased to ' 1,55,855
thousand from ' 1,07,142 thousand as reported last year.
Whereas, the reported net profit increased to ' 96,127
thousand from ' 62,043 thousand with a recorded growth of
54.94%.

Operations and State of Affairs

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

Subsidiaries and their Performance

To explore the emerging opportunities in communications
business and infrastructure development, the Company has
established direct subsidiaries, viz. Valiant Communications
(UK) Limited, United Kingdom and Valiant Infrastructure
Limited, India, as part of its future growth strategy. Whereas,

Valcomm Technologies Inc., USA, is its step-down subsidiary
of the Company. The statement containing the salient
features of the financial statements of the aforesaid
subsidiaries is annexed herewith as Annexure-1.

Valcomm USA, has clientele of prestigious name such as the
US Government (various departments), General Dynamics,
Ministry of Defence Serbia, Ministry of Defence Bulgaria,
Ministry of Defence Australia, Costal Department France etc.,
as its end user customers.

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

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

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

Consolidated Financial Statements

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

The annual accounts of the subsidiaries and related detailed
information will be kept at the Registered Office of the

Company, as also at the registered offices of the respective
subsidiary companies and will be available to investors
seeking information at any time. They are also available on
the website of the Company.

Share Capital

The paid-up Equity Share Capital as on 31 March 2025 was
' 76,281 thousand. During the year under review, the
Company has not issued any shares.

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

Transferto Reserves

As permitted under the provisions of the Act, the Board of
Directors has decided to retain the entire amount of profits
for financial year 2024-25 in the retained earnings.

Dividend

Considering the performance of the Company, the Board of
Directors has recommended a Dividend of 15% (' 1.50 per
equity share on face value of ' 10/- each), subject to
deduction of tax at source, for the financial year ended
31 March 2025. The said Dividend on equity shares is subject
to the approval of the Members at the ensuing Annual
General Meeting ("AGM"). According to the Finance Act,
2020, Dividend income will be taxable in the hands of the
Members w.e.f. 01 April 2020, and the Company is required
to deduct tax at source from the Dividend paid to the
Members at prescribed rates as per the Income Tax Act,
1961.

If the dividend, as recommended above, is declared at the
ensuing AGM, the total outflow towards dividend on Equity
Shares for the year would be ^ 11,442 thousand (previous
year: nil).

Dematerialisation of Equity Shares

As on 31 March 2025, 98.57% (previous year: 98.09%) of the
outstanding equity shares of the Company have been
dematerialized.

Deposits

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

Particulars of Loans, Guarantees and Investments

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

Utilisation offunds

Regulation 32 of the Listing Regulations states that where a
listed entity has raised funds through preferential allotment,

the listed entity shall disclose every year, the utilization of
such funds during that year in its Annual Report until such
funds are fully utilized. Accordingly, the same has been
disclosed in the Corporate Governance Report and the
financial statements of the Company.

Further, it is also confirmed that the funds raised have been
used for the purpose for which funds were raised only and
there is no reported deviation.

Related Party Transactions

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

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

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

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

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

Risk Management Policy

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

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

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

Board of Directors

Appointment of Directors and Key Managerial Personnel

The Members of the Company at their 31^st Annual General
Meeting (AGM) held on 25 September 2024, had appointed
Mr. Subhash Kumar Mehta, Mr. Anil Tandon and Ms. Sanjna
Aggarwal as Independent Directors of the Company for the
first term to hold office up to 24 September 2029.

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

The Board is of the opinion that the Independent Directors
of the Company possess requisite qualifications, experience
and expertise in the fields of commerce, laws, strategy,
auditing, tax and risk advisory services, financial services,
corporate governance, etc. and that they hold highest
standards of integrity.

The Independent Directors of the Company have confirmed
that they have enrolled themselves in the Independent
Directors' Databank maintained with the Indian Institute of
Corporate Affairs ('IICA') in terms of Section 150 of the Act
read with Rule 6 of the Companies (Appointment &
Qualification of Directors) Rules, 2014, as amended.

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

The tenure of Mr. Inder Mohan Sood, Managing Director,
and of Mr. Davinder Mohan Sood, Executive Whole-time
Director, will expire on 16 August 2025 and 30 November
2025 respectively.

Considering their long association with the Company, the
valuable services rendered and efforts made by them for
improving the operations of the Company and nature of
expertise they have in their respective fields, the
Nomination and Remuneration Committee has
recommended their re-appointment to the Board of
Directors.

The Board of Directors in their meeting held on
30 May 2025, subject to the approval of the members in the
forthcoming AGM; and the provisions of the Articles of
Association of the Company, have re-appointed Mr. Inder
Mohan Sood as Managing Director and Mr. Davinder Mohan
Sood as Executive Whole-time Director of the Company, on
existing terms and conditions, for a further period of three
years from the date on which their respective tenures will be

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

Cessations

The Independent Directors of the Company, namely,
Mr. Gaurav Kaura, Mr. Avinash Verma, Mr. Sumit Mehta and
Ms. Neepa Chatterjee, had completed their two consecutive
terms of five years each and therefore, were ceased to be
directors on 24 September 2024.

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

Apart from the above disclosure, there has not been any
instance of appointment or resignation of Directors and Key
Managerial Personnel during the year under reporting.

Policy on Appointment and Remuneration of Directors

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

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

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

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

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

(i) The level and composition of remuneration is
reasonable and sufficientto attract, retain and motivate
Directors of the quality required to run the Company
successfully;

(ii) Relationship of remuneration to performance is clear
and meets appropriate performance benchmarks; and

(iii) Remuneration to Directors, Key Managerial Personnel
and Senior Management involves a balance between
fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of
theCompanyand its goals.

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

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

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

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

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

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

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

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

Board and Committee Meetings

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

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

a) In the preparation of the annual financial statements for
the year under reporting, the applicable accounting
standards have been followed along with proper
explanation relating to material departures, ifany;

b) Appropriate accounting policies have been selected,
applied consistently and judgment and estimates have
been made that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the company
as at reporting date and of the profit of the company for
the year ended on that date;

c) Proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Act, for
safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;

d) The annual financial statements have been prepared on
a going concern basis;

e) Proper internal financial controls were in place and the
financial controls were adequate and operating
effectively; and

f) Proper systems to ensure compliance with the provisions
of all applicable laws were in place and were adequate
and operating effectively.

Corporate Governance Report and Management
Discussion & Analysis Report

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

Vigil Mechanism / Whistle Blower Policy

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

Reporting of Frauds

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

Anti-Sexual Harassment Policy

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

No complaints were pending at the beginning of the
financial year 2024-25. During the year under review, no
complaints with allegations of sexual harassment were
received by the Company and accordingly no complaints
were pending as at the end of the year.

Code of Conduct

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

Secretarial Standards

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

Code for Prevention of InsiderTrading

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

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

Internal Controls System and Adequacy

The Company's internal audit systems are geared towards
ensuring adequate internal controls commensurate with the
size and needs of the business, with the objective of efficient
conduct of operations through adherence to the Company's

policies, identifying areas of improvement, evaluating the
reliability of Financial Statements, ensuring compliances
with applicable laws and regulations and safeguarding of
assetsfrom unauthorized use.

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

Auditors and Audit

i) Statutory Auditors

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

The Auditors' Report for the financial year ended
31 March 2025 does not contain any qualification,
reservation, adverse remark or disclaimer.

ii) Secretarial Audit

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

The Secretarial Audit Report for the financial year ended
31 March 2025 does not contain any qualification,
reservation, adverse remark or disclaimer.

In accordance with the SEBI Listing Regulations, the
Board of the Company have appointed. M/s. Bhalla &
Associates, Practicing Company Secretaries (Firm
Registration No. S2016DE424900), a Peer reviewed firm,
as the Secretarial Auditors of the Company for
conducting Secretarial Audit and issue the Secretarial
Audit Report for a term of consecutive five (5) years from
financial year 2025-26 to financial year 2029-30, subject
to the approval of the Members of the Company at the
ensuing AGM.

Extract of Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return as on 31 March 2025 is available on
our website at https://valiantcom.com/corporate/extract-
annual-return/extract-annual-return.html

Cost Records

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

Material Changes and Commitments

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

Significant and Material Orders passed by the Regulators or
Courts

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

No applications were made or any proceedings were
pending against the Company under the Insolvency and
Bankruptcy Code, 2016.

Personnel

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

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

Corporate Social Responsibility

The provisions of the Act relating to Corporate Social
Responsibility (CSR) became applicable in the instant year
under reporting. The Company has complied with the
provisions of Section 135 of the Act, by way of the required
contribution to the Prime Minister's National Relief Fund
(PMNRF) in the reported financial year. The Company shall
continue its endeavor to fulfill its responsibility towards
society.

The above contribution projects are in accordance with
Schedule VII to the Act, The Annual Report on CSR activities
is attached as Annexure-4, which forms part of this Report.

The CSR Policy is available on the website of the Company at
https://valiantcom.com/corporate/cp/csr-policy.pdf

Change of name of the Registrar and Share Transfer Agent

The Company has been informed by the Registrar and Share
Transfer Agent that consequent to the acquisition of Link
Group by Mitsubishi UFJ Trust and Banking Corporation by
way of Scheme of Arrangement, the name of the Registrar
and Share Transfer Agent of the Company changed from
Linkin time India Private Limited to MUFG Intime India
Private Limited with effect from 31 December 2024.

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

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134 (3) (m) of the Act read with
Rule 8 of the Companies (Accounts) Rules, 2014 with any
amendments thereto, is annexed as Annexure-5.

Acknowledgments

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

On behalf of the Board of Directors
For Valiant Communications Limited

Inder Mohan Sood
Chairman and Managing Director

Place: NewDelhi
Date: 30 May 2025