To the Members,
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
(Rs. In Lakhs)
|
Standalone |
Consolidated |
Particulars |
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Revenue from Operations |
13,336.18 |
18,205.24 |
13,338.20 |
18,205.72 |
| Other Income |
542.81 |
968.15 |
543.48 |
968.15 |
| Profit/loss before Depreciation, Finance Costs, |
75.21 |
127.32 |
75.53 |
127.39 |
| Exceptional items and Tax Expense |
|
|
|
|
| Less: Depreciation/ Amortisation/ Impairment |
202.46 |
194.79 |
209.26 |
196.56 |
Profit /loss before Finance Costs, Exceptional items and Tax Expense |
(127.25) |
(67.47) |
(133.73) |
(69.17) |
| Less: Finance Costs |
17.53 |
7.78 |
17.53 |
7.78 |
| Profit /loss before Exceptional items and Tax Expense |
(144.78) |
(75.25) |
(151.26) |
(76.95) |
| Add/(less): Exceptional items |
- |
- |
- |
- |
| Profit /loss before Tax Expense |
(144.78) |
(75.25) |
(151.26) |
(76.95) |
| Less: Tax Expense (Current & Deferred) |
70.24 |
(109.29) |
68.86 |
(108.91) |
| Profit /(loss) for the year (1) |
(215.02) |
34.03 |
(220.12) |
31.96 |
| Total Comprehensive Income/loss (2) |
(2.26) |
17.54 |
(2.40) |
17.54 |
Total (1+2) |
(217.28) |
51.57 |
(222.52) |
49.50 |
| Retained Earnings as on the closure of Financial Year |
4,995.74 |
5,210.75 |
4,988.11 |
5,208.68 |
The Financial Statements for the financial year ended March 31, 2025 have been prepared
in accordance with the accounting principles generally accepted in India, including the
Indian Accounting Standards (IND AS) specified under Section 133 of the Companies Act,
2013 (‘the Act') read with the Companies (Indian Accounting Standards) Rules, 2015,
as amended.
3. COMPANY'S PERFORMANCE/STATE OF AFFAIRS OF THE COMPANY
On a Standalone basis, the Revenue from Operations for FY 2024-25 was Rs.13,336.18
Lakhs, lower by 26.75% over the previous year's Revenue from Operations of Rs.18,205.24
Lakhs. The profit after tax ("PAT") attributable to shareholders for FY
2024-25 was Rs.(215.02) Lakhs as against Rs.34.03 lakhs for FY 2023-24.
On a consolidated basis, the Revenue from Operations for FY 2024-25 was Rs.13,338.20
Lakhs, lower by 26.74% over the previous year's Revenue from Operations of Rs.18,205.72
Lakhs. The profit after tax ("PAT") attributable to shareholders for FY
2024-25 was Rs.(220.12) Lakhs as against Rs.31.96 Lakhs for FY 2023-24.
On a Standalone basis, Earning per share stood at Rs.(0.50) (Basic) and Rs.(0.50)
(Diluted) in FY 2024-25 as compared to Rs.0.14 (Basic) and Rs.0.14 (Diluted) in FY
2023-24.
On a Consolidated basis, Earning per share stood at Rs.(0.51) (Basic) and Rs.(0.51)
(Diluted) in FY 2024-25 as compared to Rs.0.13 (Basic) and Rs.0.13 (Diluted) in FY
2023-24.
4. CHANGE IN NATURE OF BUSINESS
During the year under review, there was no change in the nature of business of the
Company.
5. SHARE CAPITAL
Authorized Share Capital
The Authorized Share Capital of the Company as on March 31, 2025, is Rs.60,00,00,000
(Rupees Sixty Crore Only) divided into 6,00,00,000 Equity Shares of Rs.10/- each.
Increase in Authorized Share Capital
During the year under review, the Company on December 19, 2024, by way of a postal
ballot procedure, approved the increase of Authorized Share Capital of the Company from
Rs.45,00,00,000 divided into 4,50,00,000 equity shares of Rs.10 each to Rs.60,00,00,000
divided into 6,00,00,000 equity shares of Rs.10 each, consequent to alteration of the
Capital Clause of the Memorandum of Association.
Paid up and subscribed share capital
The paid up and subscribed share capital of the Company as on March 31, 2025 is
Rs.43,45,00,000 (Rupees Forty- Three Crore Forty- Five Lakhs Only) comprising of
4,34,50,000 Equity Shares having face value of H10/- each.
Rights Issue
The Board of Directors of the Company, at its meeting held on July 09, 2025, approved
the offer and issuance of equity shares by way of a Rights Issue for an amount not
exceeding H8,146.88 Lakhs.
Subsequently, the Rights Issue Committee constituted by the Board of Directors, in its
meeting held on July 15, 2025, approved the Rights Issue of 1,08,62,500 fully paid-up
Equity Shares of face value of H10/- each for cash at a price of H75/- per share
(including a premium of H65/- per equity share), aggregating up to Rs. 8,146.88 Lakhs, on
a rights basis to the eligible equity shareholders.
The Rights Issue shares were offered in the ratio of 1 (one) Rights Equity Share for
every 4 (four) fully paid-up equity shares held by eligible shareholders as on the record
date, i.e., July 19, 2025.
The Rights Issue opened on July 28, 2025, and closed on August 08, 2025.
Upon successful completion on August 13, 2025, and assuming full subscription of the
Rights Issue, the post-issue paid-up share capital of the Company will stand increased to
Rs. 54,31,25,000/- (Rupees Fifty-Four Crore Thirty-One Lakh Twenty-Five Thousand Only),
comprising 5,43,12,500 Equity Shares of face value of Rs.10/- each.
6. DEVIATION & VARIATION
In terms of Regulation 32 of Securities and Exchange Board of India (Listing Obligation
and Disclosure Requirements) Regulations, 2015, (hereinafter referred to as "Listing
Regulations") a listed entity is required to report any deviation or variation with
respect to funds raised through Public Issue, Rights Issue or Preferential Issue.
In view of the above, the Company post its issue and listing of shares on October 06,
2023, reported deviation and variation through CARE Ratings Limited, the Monitoring Agency
appointed in this regard.
The Monitoring Agency in its report for the quarter ended September 30, 2024, confirmed
that the Company has fully utilised the net proceeds of the IPO.
7. CREDIT RATING
The Company has been rated by CRISIL Limited ("CRISIL") vide its letters
dated April 04, 2024, August 22, 2024 and February 18, 2025 for its banking facilities as
follows:
Date |
Nature of facility |
Rating |
| April 4, 2024 |
Long term rating |
CRISIL A-/Negative |
| August 22, 2024 |
Long term rating |
CRISIL BBB+/Negative (downgraded from 'CRISIL A-/Negative') |
| February 18, 2025 |
Long term rating |
CRISIL BBB/Negative (downgraded from ‘CRISIL BBB+/Negative') |
The disclosures w.r.t. the said credit ratings were filed with the Stock Exchanges and
the same is available on the website of the Company at www.valiantlabs.in.
Further, India Ratings and Research, vide its letter dated June 25, 2025 issued credit
rating for the 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:
Risk Identification
Root Cause Analysis
Risk Scoring
Risk Categorisation
Risk Mitigation
Risk Monitoring & Reporting
23. CORPORATE SOCIAL RESPONSIBILITY
As the Company does not fall under any of the threshold limits given under the
provisions of Section 135 of the Act, the compliances under CSR are not applicable to the
Company.
The 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 onetime settlement with any bank
or financial institution.
35. TRANSFER OF UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)
During the year under review, there was no requirement of transferring any
unpaid/unclaimed dividend to IEPF.
36. AUDITORS AND REPORT OF THE AUDITORS
Statutory Auditor
As per the provisions of Section 139 and 141 of the Act and rules made thereunder, the
Company at its 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 reappointed M/s. Ketki D. Visariya & Co., Cost Accountants, (Firm
Registration Number: 000362) as the Cost Auditor of the Company to audit the cost accounts
of the 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 |
| Place: Mumbai |
Managing Director |
Executive Director & Chief Financial Officer |
| Date: August 08, 2025 |
DIN: 07633923 |
DIN: 08291953 |
|