To the Members,

The Board of Directors (hereinafter referred to as "the Board") is pleased to present the 3rd (Third) Annual Report of Valiant Laboratories Limited ("VLL" )(hereinafter referred to as "the Company") on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31, 2024 (hereinafter referred to as "year under review").

1. CORPORATE OVERVIEW AND GENERAL INFORMATION

The Company was originally formed as a partnership firm under 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. The corporate identity number of the Company is L24299MH 2021PLC365904.

2. FINANCIAL HIGHLIGHTS

(Hin Lakhs)

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

On a Standalone basis, the Revenue from Operations for FY 2023-24 was H18,205.24 Lakhs, lesser by 45.48% over the previous year's Revenue from Operations of H33,390.95 Lakhs. The profit after tax ("PAT") attributable to shareholders for FY 2023-24 was H34.03 Lakhs as against H2,899.83 lakhs for FY 2022-23.

On a Consolidated basis, the Revenue from Operations for FY 2023-24 was H18,205.72 Lakhs, lesser by 45.48 % over the previous year's Revenue from Operations of H33,390.95 Lakhs. The profit after tax ("PAT") attributable to shareholders for FY 2023-24 was H31.96 Lakhs as against H2,899.83 Lakhs for FY 2022-23.

On a Standalone basis, Earning per share stood at H0.14 (Basic) and H0.14 (Diluted) in FY 2023-24 as compared to H8.91 (Basic) and H8.91 (Diluted) in FY 2022-23.

On a Consolidated basis, Earning per share stood at H0.13 (Basic) and H0.13 (Diluted) in FY 2023-24 as compared to H8.91 (Basic) and H8.91 (Diluted) in FY 2022-23.

4. CHANGE IN NATURE OF BUSINESS

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

Authorized Share Capital

The Authorized Share Capital of the Company as on March 31, 2024, is H45,00,00,000/- (Rupees Forty- Five Crore Only) divided into 4,50,00,000 Equity Shares having face value of H10/- (Rupees Ten Only) each.

Paid up and subscribed share capital

The paid up and subscribed share capital of the Company as on March 31, 2024, is H43,45,00,000/- (Rupees Forty- Three

Crore Forty- Five Lakhs Only) comprising of 4,34,50,000 Equity Shares having face value of H10/- (Rupees Ten Only) each.

6. INITIAL PUBLIC OFFERING

During the year under review, the Company made an Initial Public Offer (IPO) through an offer for sale of 1,08,90,000 Equity Shares of face value of H10/- (Rupees Ten Only) each of the Company for cash at a price of H140/- (Rupees One Hundred Forty Only) per Equity Share aggregating to H15,246.00 Lakhs by the selling Shareholders. The issue opened on September 27, 2023, and closed on October 03, 2023. The Company successfully completed the IPO process and the equity shares of the Company were listed on National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") on October 06, 2023.

7. DEVIATION & VARIATION

In terms of Regulation 32 of Listing Regulations, the Listed Entity is required to report Deviation and 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, had reported deviation and variation through the Monitoring Agency appointed in this regard. The Monitoring Agency in its report for the quarter ended December 31, 2023, stated that, 'As per SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR), the net issue proceeds pending utilisation shall be deposited only in Scheduled Commercial Banks. However, the Company had parked the part of the unutilised interim proceeds in mutual funds amounting to H6,000.00 Lakhs as on December 31, 2023'.

The Company in this regard, clarified that there was no deviation or change in the actual objects for which the funds were raised. Thereafter, the Company redeemed the mutual funds and parked the same into fixed deposits.

Further, for the quarter ended March 31, 2024, no deviation or variation was reported by the Monitoring Agency.

8. CREDIT RATING

The Company has been rated by CRISIL Ratings Limited ("CRISIL") vide its letter dated November 27, 2023 and February 21, 2024, for its Bank Facilities as follows:

Further, CRISIL Ratings Limited, vide its letter dated April 4, 2024, has provided the credit rating as mentioned below:

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.

9. ACQUISITION

During the year under review, the Board of Directors of the Company at its meeting held on October 23, 2023, approved to acquire 16,030 Equity shares having face value of H10/- (Rupees Ten Only) each and 5,130 Optionally Convertible Preference Shares having face value of H10/- (Rupees Ten Only) each aggregating to H165,04,80,000/- (Rupees One Hundred Sixty-Five Crore Four Lakhs Eighty Thousand Only) by way of subscribing to the Rights Issue of Valiant Advanced Sciences Private Limited ("VASPL"), Wholly Owned Subsidiary of the Company. The said acquisition was made at a price of H78,000/- (Rupees Seventy Eight Thousand Only) (including Securities Premium of H77,990/-(Rupees Seventy Seven Thousand Nine Hundred Ninety Only)).

10. 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (hereinafter referred to as ("Listing Regulations") and the same is available on the Company's website at www.valiantlabs.in.

11. TRANSFER TO RESERVES

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

ASSOCIATE/ JOINT VENTURE COMPANIES

As on March 31, 2024, the Company has 1 (One) wholly owned subsidiary, namely 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 14, 2024, approved the audited standalone and consolidated financial statements for the year ended March 31, 2024, 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.

13. 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 2023-24. 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.

14. RELATED PARTY TRANSACTIONS AND THE MANNER OF DEALING WITH REALTED 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 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 year under review were in the ordinary course of business, on arm's 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, is forming part of this report in Annexure- II in Form AOC - 2 .

15. EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on March 31, 2023, 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.

16. 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 in Annexure- III.

17. PARTICULARS OF DEPOSITS

The Company has not accepted any deposit under Rule 2(c) of the Companies (Acceptance of Deposits) Rules, 2014, within the meaning of Sections 73 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification(s) or re-enactment(s) for the time being in force).

18. LOANS, GUARANTEES AND INVESTMENTS

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

19. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

As on March 31, 2024, the Company has 6 (Six) Directors with an optimum combination of Executive and NonExecutive Directors including 1 (One) Women Director. The Board comprises of 4 (Four) Non-Executive Directors, out of which 2 (Two) are Independent Directors. During the year under review, the Board met 13 (Thirteen) times on May 15, 2023, May 23, 2023, June 5, 2023, July 22, 2023, August 3, 2023, August 7, 2023, August 29, 2023, September 18, 2023, October 3, 2023, October 4, 2023, October 23, 2023, November 6, 2023 and February 9, 2024.

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.

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. Paresh Shah (DIN: 08291953) 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- II to the notice of the AGM.

a. Appointments

During the year under review, there was no change in the composition of the Board of Directors of the Company. However, the Board at its meeting held on May 14, 2024, based on the recommendations of the Nomination and Remuneration Committee approved the following:

(i) Appointment of Mr. Mulesh Savla (DIN: 07474847) as an Additional Non- Executive Independent Director of the Company for a period of 5 (Five) years w.e.f. May 14, 2024, subject to approval of shareholders at the ensuing AGM of the Company.

(ii) Appointment of Ms. Prajakta Patil (ACS - 53370) as Company Secretary, Compliance Officer and Key Managerial Personnel w.e.f. May 14, 2024.

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- II to the notice of the AGM.

b. Resignation

Ms. Saloni Mehta resigned from the position of the Company Secretary and Compliance Officer of the Company w.e.f. close of business hours of March 31, 2024.

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 available 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, a separate meeting of Independent Directors of the Company was held on Thursday, February 08, 2024, 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 the Independent Director is a person of integrity and possesses relevant expertise and experience and his 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 (MD)

(ii) Mr. Paresh Shah, Chief Financial Officer (CFO)

(iii) Ms. Saloni Mehta, Company Secretary & Compliance Officer (resigned w.e.f. March 31, 2024) (CS & CO)

(iv) Ms. Prajakta Patil, Company Secretary & Compliance Officer (appointed w.e.f. May 14, 2024) (CS & CO)

Audit Committee (AC)

The Company's AC composition is in line with the requirements of Section 177 of the Act and Regulation 18 of the Listing Regulations.

The composition of the AC is as under:

The Members of the AC are financially literate and have requisite accounting and financial management expertise. The terms of reference of the AC and the particulars of meetings held and attendance thereat are mentioned in the

Corporate Governance Report forming part of this Report. During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee (NRC)

The composition of the NRC is in conformity with the provisions of the Section 178 of the Act and Regulation 19 of the Listing Regulations.

The composition of the NRC is as under:

The terms of reference of the NRC and the particulars of meetings held and attendance thereat are mentioned in the Corporate Governance Report which forms an integral part of this Annual Report.

The Company has formulated Nomination and Remuneration Policy, which sets standards for appointment, remuneration and evaluation of the Directors, Key Managerial Personnel, Senior Management Personnel and other employees of the Company.

The said policy, inter-alia, includes the criteria for determining qualifications, attributes, independence of Directors as required under sub-section (3) of Section 178 of the Act and the Listing Regulations.

The Nomination and Remuneration Policy of the Company is available on the Company's website at www. valiantlabs.in.

Stakeholders Relationship Committee (SRC)

Pursuant to Section 178 of the Act and Regulation 20 of the Listing Regulations, the SRC was constituted by the Board of Directors. The composition of SRC is as under:

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

Corporate Social Responsibility Committee (CSR Committee)

In accordance with the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, (''CSR Rules, 2014'') as amended from time to time, the Board of Directors of the Company has constituted a CSR Committee.

The composition of the CSR Committee is as under:

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

The brief outline of the Company's CSR initiavites undertaken during the year under review is forming part of this report in Annexure-IV in the format as prescribed in the CSR Rules, 2014 as amended from time to time. The Company's CSR Policy is available on the website of the Company at www.valiantlabs.in.

21. 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.

22. 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:

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 as regards adequacy of the internal financial controls. Assurances on the effectiveness of Internal Financial Controls is obtained through management reviews, self-assessment, 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.

23. 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 had 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.

The mechanism adopted by the Company encourages the Whistle blower to report genuine concerns or grievances and provides for adequate safeguards against victimization of Whistle Blower to those who avail such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases. During the year under review, the Company has not received 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.

24. 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.

Pursuant to section 134 (3)(n) of the Act, the company has formulated a risk management policy which is available on the website of the company at www.valiantlabs.in.

Risk management process:-

The Company's Risk Management Process encompasses the following steps:

i. Risk Identification: Identification of all internal and external risks that may impact our ability to achieve objectives and goals.

ii. Root Cause Analysis: Determining the underlying reasons for a risk element's existence.

iii. Risk Scoring: Analysing internal processes to determine the likelihood and impact of risk elements.

iv. Risk Categorisation: Grouping identified risks into controlled, serious, disruptive, severe, and critical categories.

v. Risk Mitigation: Developing mitigation action to manage identified risks and limit their impact.

vi. Risk Monitoring & Reporting: Assessing risk management components and ensuring quality of performance is conducted through self- assessments and reporting of key risks to the Board.

25. CORPORATE SOCIAL RESPONSIBILITY

During the FY 2023-24, the Company has spent H67.44 Lakhs towards Corporate Social Responsibility (CSR) activities approved by the CSR Committee and the Board of Directors, from time to time. The CSR initiatives of the Company were primarily under the thrust areas of promoting education, healthcare and women empowerment.

The Report on CSR activities as required under the CSR Rules, 2014, along with the brief outline of the CSR policy in Annexure- IV is forming part of this Report. 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.

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.

27. REMUNERATION OF DIRECTORS AND EMPLOYEES

Disclosure 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, is given in Annexure - V forming part of this report.

The report and financial statements are being sent to the members of the Company excluding the statement of particulars of employees under Rule 5(2). However, these are available for inspection during business hours up to the date of the forthcoming AGM at the registered office of the Company.

28. ENVIRONMENT, HEALTH AND SAFETY (EHS)

The Company is conscious of the importance of environmentally clean and safe operations. It requires conduct of operations in such a manner so as to ensure safety of all concerns, compliances of environmental regulations and preservation of natural resources.

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 for fostering a culture of excellence in environmental stewardship, employee wellbeing, and safety across the chemical industry.

29. EMPLOYEES STOCK OPTION PLAN (ESOP)

The NRC and Board at their meetings held on January 4, 2023, approved "Valiant Laboratories - Employees Stock Option Plan - 2023" ("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.

30. 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.

31. 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 is provided in a seperate section and forms an integral part of this Annual Report.

32. 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 amongst the top 1000 listed entities for the FY 2023-24. Consequently, the company is not required to include the BRSR in the Annual Report for this period.

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, no significant material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations.

However, member's attention is drawn to the statement on contingent liabilities in the notes forming part of the Financial Statements.

34. MATERIAL TRANSACTIONS POST CLOSURE OF THE FINANCIAL YEAR

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.

35. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016, DURING THE YEAR UNDER REVIEW ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

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

Statutory Auditor

M/s. Raman S. Shah & Co., Chartered Accountants (Firm Registration No. 111919W) were appointed as Statutory Auditors of the Company for a period of 2 (Two) consecutive years at the AGM of the Members held on September 27, 2022, to hold office from the conclusion of the 1st (First) AGM of the Company till the conclusion of the 3rd (Third) AGM at a remuneration as may be mutually agreed upon by the Board of Directors and the Statutory Auditors.

M/s. Raman S. Shah & Co. are eligible and willing to be re-appointed for a 2nd (Second) term of 5 (Five) years. They have conveyed their eligibility and consent in writing for re-appointment as the "Statutory Auditors" of the Company and have issued certificate confirming that their reappointment, if made, will be within the limits prescribed under the provisions of Section 139 of the Act and the rules made thereunder.

Further, the Audit Committee & Board of Directors at their meeting held on May 14, 2024, have recommended the reappointment of M/s. Raman S. Shah & Co. for a 2nd (Second) term of 5 (Five) consecutive years from the FY 2024- 25 to FY 2028- 29. Pursuant to the amendments of Section 139 of the Act and the Companies Amendment Act, 2017, notified on May 7, 2018, the requirement of ratification of appointment of Statutory Auditors by the shareholders at every AGM has been withdrawn.

The Report of the Auditors is provided in a seperate 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 Report of the Cost Audit for the year ended March 31, 2023, for the Drugs and Pharmaceuticals division was filed with the Ministry of Corporate Affairs within the prescribed time.

The Board of Directors at their meeting held on May 14, 2024, 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 2024-25.

As required under the Act, a resolution seeking member's 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 Act and rules made thereunder, the Company had appointed M/s. Sunil M. Dedhia & Company (COP No.: 2031) to undertake the Secretarial Audit of the Company for the FY 2023-24. The Secretarial Audit Report in Annexure- VI in Form MR-3 forms a part of this Report.

Pursuant to Regulation 24A of Listing Regulations read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/

CIR/P/2023/120 dated July 11, 2023, the Annual Secretarial Compliance Report of the Company is available on the website of the Company at www.valiantlabs.in.

The Secretarial Audit Report and Secretarial Compliance Report for the FY 2023-24, do not contain any qualification, reservation, or adverse remark.

The Board of Directors at their meeting held on May 14, 2024, has re-appointed M/s. Sunil M. Dedhia & Company, (COP No.: 2031) as the Secretarial Auditor for FY 2024-25 at a remuneration as may be mutually agreed between the auditor and the Company.

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 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.