To the Members,
The Directors present their 32nd 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
Particulars |
Standalone |
Consolidated |
|
2024-2025 |
2023-2024 |
2024-2025 |
2023-2024 |
| Sales & Other Income |
5,15,938 |
4,60,102 |
5,26,570 |
4,67,690 |
| Earnings before depreciation, i nte rest and taxation |
1,56,637 |
1,11,916 |
1,55,855 |
1,07,142 |
| Less : |
|
|
|
|
| Depreciation |
26,214 |
22,636 |
26,214 |
22,636 |
| Finance cost |
2,079 |
1,485 |
2,079 |
1,485 |
| Taxes |
33,216 |
22,004 |
31,435 |
20,978 |
| Net profit /(loss) after tax |
95,128 |
65,791 |
96,127 |
62,043 |
| Other comprehensive income (net) |
(741) |
350 |
975 |
1,048 |
| Total comprehensive income |
94,387 |
66,141 |
97,102 |
63,091 |
| Basic and diluted earnings per share (in ) |
12.47 |
9.08 |
12.60 |
8.56 |
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.
Transfer to 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 3 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 public deposits.
Particulars of Loans, Guarantees and Investments
During the year under review, your Company has not given any loans, guarantees or made
investments under Section 186 of the Act, 2013.
Utilisation of funds
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 responsibility for
each significant risk.
The Company has laid down procedures to inform the Audit Committee as well as the Board
of Directors about risk assessment and management procedures and status.
The risk management process consists of risk identification and assessment ; risk
measurement, mitigation and monitoring; and risk reporting.
Board of Directors
Appointment of Directors and Key Managerial Personnel
The Members of the Company at their 31st 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
reappointment.
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 N o m i n a t i o n a n d Re m u n e ra t i o n
C o m m i t t e e h a s 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 expired.
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 sufficient to attract,
retain and motivate Directors of the quality required to run the Company successfully;
(ii) Relationship of remuneration to performance is clear and meets appropriate
performance benchmarks; and (iii) Remuneration to Directors, Key Managerial Personnel and
Senior Management involves a balance between fixed and incentive pay reflecting short and
long-term performance objectives appropriate to the working of the Company and its goals.
It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and
all other employees is as per the Remuneration Policy of the Company.
The Nomination and Remuneration Policy, as approved by the Board, is uploaded on the
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 Management outside Board/Committee Meetings.
The performance assessment of Non-Independent Directors, Board as a whole and the
Chairman were evaluated in a separate meeting of Independent Directors. The same was also
discussed in the meetings of NRC and the Board.
Performance evaluation of Independent Directors was done by the entire Board, excluding
the Independent Director being evaluated.
Board and Committee Meetings
Details of the composition of the Board and its Committees and of the Meetings held and
attendance of the Directors at such Meetings, are provided in the Corporate Governance
Report. The intervening gap between the Meetings was within the prescribed period.
Directors' Responsibility Statement
In terms of Section 134 (3) (c) of the Act, your directors, to the best of their
knowledge and belief and according to the information and explanations obtained by them in
the normal course of their work, state that, in all material respects:
a) In the preparation of the annual financial statements for the year under reporting,
the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any; b) Appropriate accounting policies have been
selected, applied consistently and judgment and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
company as at reporting date and of the profit of the company for the year ended on that
date; c) Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act, for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities; d)
The annual financial statements have been prepared on a going concern basis; e) Proper
internal financial controls were in place and the financial controls were adequate and
operating effectively; and f) Proper systems to ensure compliance with the provisions of
all applicable laws were in place and were adequate and operating effectively.
Corporate Governance Report and Management Discussion & Analysis Report
As per the provisions of Listing Regulations, Corporate Governance Report with
auditors' certificate thereon and Management Discussion and Analysis are attached and form
part of this report.
Vigil Mechanism / Whistle Blower Policy
The company has a vigil mechanism named 'Whistle Blower Policy' to deal with instances
of fraud and mismanagement, if any. The details of the said policy is 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 Insider Trading
Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended,
the Company has adopted a Code for Prevention of Insider Trading. The objective of the
code is to restrict an insider from dealing in the shares of the company either directly
or indirectly when in possession of unpublished price sensitive information and also to
restrict communication of such information. The code is applicable to directors and
designated employees/ persons associated with the company. The code enumerates the
procedure to be followed for dealing in the shares of the company and periodic disclosures
to be made. It also restricts the insiders from dealing in the 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 assets from
unauthorized use.
Details of the internal controls system are given in the Management Discussion and
Analysis Report, which forms part of the Directors' Report.
Auditors and Audit i) Statutory Auditors
The Members of the Company at their Annual General Meeting held on 30 September 2022,
had approved the 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
29th AGM until the conclusion of 34th 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 2nd 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: New Delhi |
|
| Date: 30 May 2025 |
|
|