Directors Report of Vdeal System Ltd.

Mar 31, 2025

The Board of Directors of your Company is pleased to present 16^th Annual Report on the business and
operations of M/s. Vdeal System Limited (Formerly known as Vdeal System Private Limited) (referred
as “Vdeal” or “Company”) together with the Audited Financial Statements and Auditors’ Report of your
Company for the financial year ended 31^st March, 2025 (“the year under review” or “the year” or “FY
2024 - 25).

The report is in accordance with the applicable provisions of the Companies Act, 2013 (“the Act”).

The summarized financial performance for the financial year 2024-25 under review compared to the
previous financial year is given here-in below:

The financial highlights are set out below: (in f lakhs)

Particulars	F.Y. 2024-25	F.Y. 2023-24
Revenue from Operations	3,357.61	2,622.48
Other Income	2.47	2.60
Total Income	3,360.37	2,625.08
Total Expenses	2,826.93	2,198.73
Profit / (Loss) Before Tax & Exceptional Items	533.44	426.35
Less: Exceptional items	-	-
Profit / (Loss) Before Tax	533.44	426.35
Less: Tax Expense
- Current Tax	130.28	114.78
- Deferred Tax liability	4.14	0.18
-Previous year Taxes	-	-
Total Tax Expenses	134.42	114,97
Net Profit / (Loss) After Tax	399.02	311.38

During the financial year (FY) 2024-25 the revenue from operations stood at Rs. 3,360.37 Lakhs as
compared to Rs. 2,625.08 Lakhs in the previous financial year 2023-24, thereby registering an increase
of total revenue by 28.03%. The profit after tax (PAT) for the current FY has increased to 399.027-
lakhs against ?. 311.38/- lakhs in the previous FY, thereby registering an increase in PAT by 28.15%.

The Company providing complete solution for Electrical Panels, Industrial Automation, Process
Instrumentation & Industrial Internet of Things (loT). Specialize in turning customer pain points to
effective solutions & premium system integrator and have been ranked the best system integrator by
various Multi-National Companies (MNC) & other Customers.

The company delivering:

• MV Panels (3.3-36 kV, 630-1250 A): IEC 62271-200 compliant, modular, metal clad design
with advanced protection and expandability for public distribution, industrial, and
infrastructure applications.

• LV Panels (up to 1000 V, 6300 A): IEC 61439 & IS 8623 certified, modular construction with
high short circuit withstand capacity, automation ready with PLC/EMS integration.

• Automation Solutions: Customized PLC, SCADA, VFD, and HMI systems for real time
monitoring, control, and process optimization. loT enabled for remote visibility, alerts, and
seamless communication.

• Distributed Control Systems (DCS): In collaboration with Mitsubishi and Rockwell, offering
centralized, scalable, and analytics driven control for process industries.

• XLASH.IO"¹ (Vdeal''s Latest Industrial loT Solution Product): Our flagship digital solution
enabling smart, safe, and scalable industries with centralized control, predictive monitoring,
and cloud ready architecture.

The status of the Company was changed from a “Private Limited” Company to a “Public Limited”
Company, with approval received from the Registrar of Companies (“the RoC”), on May, 20, 2024.
Subsequently, the status was further changed from an “Unlisted” Public Company to a “Listed” Public
Company on September 03,2024.

The Board of Directors remains confident and committed to enhancing profitability in the coming
financial year. Building on the strong performance of the previous year, the Company is strategically
focused on diversifying into new business segments while strengthening its core operations. The
company is taking multifaceted steps to enhance its performance and drive growth by: introducing
cutting-edge automation technologies in its factory to boost efficiency and productivity; launching
innovative products in both existing business segments and new areas, such as Artificial Intelligence
(Al), which complements its existing operations; Implementing strategic cost management practices
to optimize resources; executing targeted marketing initiatives to increase brand awareness and build
brand equity; exploring new revenue streams and opportunities to fuel business expansion.

Vdeal is strengthening its leadership in industrial automation, electrical panels, lloT solutions, and
power distribution by expanding operations across diverse industries including metal, mining, power,
and process plants. With the rising demand for smart, safe, and energy-efficient systems, the Company
is enhancing its manufacturing capacity, technology innovation, and skilled workforce to deliver future-
ready automation and electrification solutions. As part of its long-term vision, Vdeal is diversifying into
renewable energy integration, infrastructure electrification, and EPC services. Backed by strong
execution capabilities, advanced design expertise, and trusted industry partnerships, the Company is
positioned to undertake end-to-end automation, electrical, and digitalization projects. This strategic
growth is expected to generate new opportunities and further strengthen Vdeal’s position in the market.
Vdeal remains committed to sustainable growth and continues to focus on innovation, safety, and
quality while driving CSR initiatives in health, education, and community development. Our mission is
to empower industries with smart, reliable, and sustainable automation solutions

The Company does not have any Subsidiaries or Joint Venture or Associates Companies within the
meaning of Section 2 (6) of the Companies Act, 2013.

During the FY under review, the Directors have recommended to transfer entire amount of profit to
reserves and surplus for the further expansion of the business. Hence, the amount of profit for the
financial year ended March 31,2025 has been carried forward to the Reserves and Surplus account.

The Board of Directors has not recommended any dividend for the financial year 2024-25. This decision
has been taken to conserve resources for the Company’s future growth and expansion plans.

There are no shares in suspense account during the year under review.

There are no shares in unclaimed suspense account during the year under review.

Pursuant to the provisions of the Act read with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, any dividend remaining unclaimed
or unpaid for a period of seven years from the date of its transfer to the Unpaid Dividend Account of the
Company, along with the corresponding shares on which such dividend has remained unclaimed or
unpaid for seven consecutive years or more, is required to be transferred to the IEPF. During the year
under review, there was no unpaid or unclaimed dividend liable to be transferred to the IEPF. Since the
Company has not declared or not paid any dividend in the previous years, the provisions of Section
125(2) of the Companies Act, 2013 are not applicable.

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013 and the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as
amended), all Equity Shares on which dividend has not been paid or claimed for 7 (seven) consecutive
years or more shall be transferred to the Investor Education and Protection Fund (IEPF) authority after
complying with the procedure laid down under the said Rules.

Duringthe year under review, there were no equity shares to be transferred to IEPF Account.

As on March 31,2025 the Company has Authorised Share Capital of ?. 6,00,00,000/- (Rupees Six Crore
Only) divided into 60,00,000 (Sixty Lacs) Equity Shares of T. 10/- (Rupees Ten) each. The Issued,
Subscribed & Paid-up Capitalfor the Company is 4,89,04,600/- (Rupees Four crore Eighty-nine lakhs
Four thousand Six hundred only) divided into 48,90,460 (Forty-eight lakhs Ninety thousand Four
hundred sixty) Equity Shares of ?. 10/- (Rupees Ten) each.

The Authorised Share Capital of the Company remained unchanged during the financial year.

Duringthe year, your Company successfully issued and allotted 16,14,000 Equity Shares having a face
value of 10/- each at a price of 1121- per share, comprising a face value of Rs. 10/- and a share
premium of Rs. 102/- per share, aggregating to f. 18,07,68,000/- (Rupees eighteen crore Seven Lakhs
Sixty-eight Thousand Only) through Initial Public Offering (IPO).

Subsequently, the CIN was updated by MCA to L311000R2009PLC011396 upon the listing of the
Company’s equity shares on the SME Emerge Platform of NSE (India) Limited on September 03, 2024.

We are pleased to inform you that during the year under review, the Company successfully completed
an Initial Public Offer (IPO) of 16,14,000 Equity Shares of face value ?. 10 each, at a price of 112 per
share (including a premium of ?. 102 per share). With the valuable support and confidence of our
shareholders and stakeholders, the IPO was fully subscribed, and the Company’s shares were
successfully listed on the SME Emerge Platform of NSE (India) Limited on September 03, 2024. The
Company has also paid the Annual Listing Fees for the financial year 2025-26 to NSE (India) Limited,
ensuring the continuity of its listing and trading.

The entire shareholding of the Company is in DEMAT (electronics) mode with the National Securities
Depository Limited and Central Depository Services (India) Limited (“the Depository Participant”) as
on March 31,2025. The ISIN of the Company is INE0U2M01015.

The Board of the Company is duly constituted with an appropriate balance of Executive Directors, and
Non-Executive Independent Directors, including a Woman Director, in accordance with the provisions
of the section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) regulations 2015. All Directors bring extensive experience and specialized knowledge
across various sectors, including finance, accountancy, and other relevant fields. Duringthe yearunder
review, there was no change in the designation and composition of the Board. As on March 31, 2025,
the Board of your Company comprises the following Six (6) Directors:

Name	Designation	DIN
Executive Directors: -
Mr. Dhiraj Kochar	Chairman and Managing Director	02721911
Ms. Tapaswini Panda	Whole-time Director	07947214
Mr. Brahmananda Patra	Director	10375562
Non-Executive Directors: -
Mr. Pashupati Nath Kundu	Independent Director	08180863
Mr. Pranay Agarwal	Independent Director	02758174
Mr. Shyamal Ghoshroy	Independent Director	08325657

Subsequent, Mr. Shyamal Ghoshroy (DIN: 08325657) ceased to be a Non-Executive Independent
Director of the Company with effect from August 14, 2025. The Board places on record its sincere
appreciation for his valuable contributions during his tenure.

None of the Directors of the Company have incurred any disqualification under Section 164(2) of the
Act read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
All the Directors have confirmed that they are not debarred from accessing the capital market as well
as from holding the office of Director pursuant to any order of SEBI or MCA or any other such Regulatory
Authority.

None of the Director is a director in more than 10 Public Limited Companies or acts as an Independent
Director in more than 7 Listed Companies. Further, none of the Directors on the Company''s Board is a
member of more than 10 (ten) Committees and Chairman of more than 5 (five) Committees
(Committees being, Audit Committee and Stakeholders’ Relationship Committee) across all the
Companies in which he/she is a director. All the Directors have made necessary disclosures regarding
Committee positions held by them in other companies as on March 31,2025.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as
on March 31,2025, are:

Mr. Dhiraj Kochar	Managing Director
Ms. Tapaswini Panda	Whole-time Director
Mr. Dhiraj Kochar	Chief Executive Officer
Ms. Tapaswini Panda	Chief Financial Officer
Mr. Priyabrata Nayak	Company Secretary & Compliance Officer

The Company had following three Independent Directors as on March 31,2025:

Mr. Pashupati Nath Kundu	Independent Director
Mr. Pranay Agarwal	Independent Director

Mr. Shyamal Ghoshroy

Independent Director

PS: Mr. Shyamal Ghoshroy (DIN: 08325657) ceased to be a Non-Executive Independent Director of the
Company with effect from August 14, 2025.

The Company has received declarations from all the Independent Directors of the Company confirming
that they meet with the criteria of independence as prescribed under Section 149(6) of the Act and
under Listing Regulations. They have registered their names in the Independent Directors data-bank.
They have also affirmed compliance to the Code of Conduct for Independent Directors as prescribed
in Schedule IV of the Act. In the opinion of the Board, the Independent Directors of the Company fulfil
the conditions specified under the Act and Listing Regulations and are independent of the
management.

The criteria for determining qualifications, positive attributes, code of conduct and independence of
Directors and the policy on familiarization programmes are available on the Company’s website, viz.,

https://vdealsystem.com/ at the web link https://vdealsystem.com/code-policies.

The Independent Directors met once during the financial year 2024-25, i.e., on March 31,2025 in terms
of provisions of Schedule IV of the Companies Act, 2013. All the independent directors of the Company
were present at the meeting.

During the financial year ended on 31^st March, 2025, under review, seven (07) Board meetings were
held. The maximum interval between any two meetings did not exceed 120 days. The prescribed
quorum was presented for all the Meetings and Directors of the Company actively participated in the
meetings and contributed valuable inputs on the matters brought before the Board of Directors from
time to time. In respect of which meetings proper notice were given and the proceedings were properly
recorded and signed including the circular resolutions passed in the Minutes Book maintained for the
purpose.

During the year under review, 15^th Annual General Meeting of the Company was held on August 19,
2024 and one Extra-Ordinary General Meeting was held on May 20,2024.

The details of Board Meeting held during the Financial Year 2024-25 are:

A. Board Meeting

SL No.	Date of Board Meeting	Total Number of Directors as on date of meeting	Attendance
			No. of Directors	% of
			attended	Attendance
1	20-05-2024	6 Nos. (Six Nos)	3 Nos.	50
2	07-07-2024	6 Nos. (Six Nos)	3 Nos.	50
3	20-08-2024	6 Nos. (Six Nos)	6 Nos.	100
4	30-08-2024	6 Nos. (Six Nos)	3 Nos.	50
5	14-11-2024	6 Nos. (Six Nos)	6 Nos.	100

6	19-12-2024	6 Nos. (Six Nos)	6 Nos.	100
7	28-03-2025	6 Nos. (Six Nos)	6 Nos.	100

The details pertaining to the constitution and composition of Committees of the Board and their
meetings held during the year are provided in the Corporate Governance Report as Annexure-ll.

B. Audit Committee:

Pursuant to the provisions of Section 177(8) of the Act, 2013 read with Rule 6 & 7 of the Companies
(Meetings of the Board and its Powers) Rules, 2013, the details pertaining to constitution of Audit
Committee are herein provided:

Names	Designation in the Committee	Category
Mr. Shyamal Ghosh Roy	Chairman & Member	Independent Director
Mr. Pashupati Nath Kundu	(V/lom hor	Inrlononrlont Hirorfnr
	Three 3 20/08/2024, 14/11/2024 & 28/03/2025
Ms. Pranay Agarwal	Member independent Director

The Audit committee has constituted on the Board of Directors in its meeting held on 20^th May, 2024.

Audit Committee Meetings were held Three (3) times on 20^th August, 2024, 14^th November, 2024, 28"''
March, 2025 during financial year 2024-25. The Company Secretary and Compliance Officer acts as
Secretary to the Audit Committee. The Board has accepted all the recommendations of the Audit
Committee.

C. Nomination and Remuneration Committee:

The details pertaining to constitution of Nomination and Remuneration Committee as required under
the provisions of Section 178(1) of Act, 2013. The details pertaining to constitution of Nomination and
Remuneration Committee are herein provided:

Names	Designation in the Committee	Category
Mr. Pashupati Nath Kundu	Chairman & Member	Independent Director
Mr. Shyamal Ghoshroy	Member	Independent Director
Ms. Tapaswini Panda	Member	Chief Financial Officer

The Nomination and Remuneration Committee has constituted on the Board Meeting held on May 20,
2024. The Committee Meeting held once during the financial year ended on 31^st March, 2025.

D. Stakeholders Relationship Committee:

Pursuant to the provisions of Section 178 of the Companies Act, 2013, your Company has constituted
its Stakeholders Relationship Committee. As on March 31,2025, the details pertaining to constitution
of Stakeholders Relationship Committee are herein provided:

Names	Designation in the Committee	Category
Mr. Pashupati Nath Kundu	Chairman & Member	Independent Director
Mr. Dhiraj Kochar	Member	MD & CEO

Ms. Tapaswini Panda

Member

WTD & CFO

The Stakeholders Relationship Committee was constituted at the Board meeting held on May 20,2024.
During the financial year, the Committee met once, on March 31,2025.

E. IPO Committee:

As on March 31,2025, the details pertaining to constitution of Stakeholders Relationship Committee
are herein provided:

Names	Designation (Chairman/Member)	Category
Mr. Dhiraj Kochar	Chairman & Member	Managing Director & Chief Executive Officer
Ms. Tapaswini Panda	Member	Whole-Time Director & Chief Financial Officer
Mr. Brahmananda Patra	Member	Director

The Stakeholders Relationship Committee was constituted at the Board meeting held on May 20,
2024. During the financial year, the Committee met once, on March 31,2025.

F. Corporate Social Responsibility (“CSR") Policy and its committee:

During the period under review, in accordance with the provisions of Section 135 of the Companies
Act, 2013, read with the rules thereunder, CSR is not applicable to the Company

During the period under review, the Company maintained its focus on existing business operations
without any significant changes in its nature of business. Additionally, the Company expanded its
offerings by exploring the Industrial Internet of Things (lloT) domain and successfully launched its new
product, XLASH.IO''", further enhancing its product portfolio and capabilities.

Pursuant to the requirement under Section 134(3)(c) read with Section 134(5) of the Companies Act,
2013 with respect to Directors’ Responsibility Statement, the Board of Directors of the Company
hereby state and confirm that:

i. in the preparation of the annual accounts for the financial year ended March 31,2025, the
applicable accounting standards have been followed along with proper explanation
relating to material departures;

ii. the directors have selected such 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 as at the end of the financial year and of the
profit and loss of the company for the year under review;

iii. the directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the company and for preventing and detecting fraud and other
irregularities;

iv. the directors have prepared the annual accounts for the financial year ended March 31,
2025 on a going concern basis;

v. the directors had laid down internal financial controls to be followed by company and that
such internal financial controls are adequate and were operating effectively and

vi. the directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively

In accordance with Section 92(3) and 134(3)(a) of the Companies Act as amended from time to time
and the Companies (Management and Administration) Rules, 2014, a copy of the annual return of the
Company for the FY 2024-25 in the prescribed format is available on the website of the Company at

https://vdealsystem.com/ at the web link https://vdealsystem.com/material-creditors/.

In terms of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 read with SEBI Circular No. CFD/CMD1/162/2019 dated December 24, 2019 there was no
deviation or variation in connection with the terms of the objects of the issue mentioned in the
Prospectus dated August 20, 2024, in respect of the Initial Public Offering (IPO) of the Company.

Although the company has not undergone a credit rating during the period under review, it’s focused on
demonstrating our financial health and exploring opportunities to showcase our creditworthiness.

The company has established Vigil Mechanism through its whistle Blower Policy approved and adopted
by the Board of Directors meeting dated May 20, 2024 in Compliance with Section 177 (9) of the
Companies Act, 2013.

The Vigil Mechanism provides a proper platform to the directors and employees to report their genuine
concerns or any instances of illegal or unethical practices, actual or suspected fraud or violation of the
Company’s code of conduct or ethics policy and disclosure/leak of unpublished price sensitive
information to audit Committee or its Chairperson.

The Policy also provides adequate safeguards against victimization of director(s) or employee(s) or any
other person who avail the mechanism and also provides for direct access to the chairperson of the
Audit Committee in appropriate or exceptional cases. During FY 2024-25, no incidents have been
reported under Whistle Blower Policy. No personnel of the Company were denied access to the Audit
Committee. The Whistle Blower Policy of the Company can be accessed at the website of the Company
at https://vdealsystem.com/ at the web link https://vdealsystem.com/code-policies/.

Pursuant to the provisions of Section 134 of the Companies Act, 2013, read with the Companies
(Accounts) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company conducted an annual evaluation of the performance of the Board, its Committees,
and individual Directors.

During the year, the evaluation cycle was completed internally, covering the Board as a whole, its
committees, and individual Directors. The process assessed various aspects of the functioning of the
Board and its Committees, including composition, experience, performance of duties, and governance
practices. A separate exercise was conducted to evaluate individual Directors based on parameters
such as their contribution, independent judgment, guidance and support provided to the Management,
attendance at Board and General Meetings, active participation in discussions, decision-making
capabilities, and fulfilment of roles as per their designation in the Company.

The Auditors of the Company, M/s Agrawal Uma Shankar & Co (Firm Registration Number 326700E),
Chartered Accountants, were appointed at the 15^th Annual General Meeting held on August 19,2024
and shall hold office until the conclusion of the 20^th Annual General Meeting. M/s Agrawal Uma Shankar
& Co, Chartered Accountants, have also provided confirmation of their compliance with the conditions
prescribed under Sections 139and 141 of the Companies Act, 2013forthe continuation oftheirterm.

The Statutory Auditors, have issued their report on the financial statements for the financial year ended
March 31, 2025. The report does not contain any qualifications, reservations, adverse remarks, or
disclaimers. However, the Auditors have drawn attention, by way of Emphasis of Matter, to certain
notes forming part of the financial statements. These matters are appropriately disclosed in the Notes
to Accounts, which are self-explanatory and do not require further clarification. The Auditors’ Report
for the financial year ended March 31,2025, is annexed to this Annual Report.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Board of Directors had,
on recommendation of the Audit Committee, at its Meeting held on 20^th August, 2024, appointed M/s.
Sunita Jyotirmoy & Associates, Company Secretary, having Firm Registration No. (FRN):
P20030R014400 and peer review Certificate no. 7150/2025, to undertake the Secretarial Audit of the
Company for the Financial Year 2024-25. M/s. Sunita Jyotirmoy & Associates, Secretarial Auditors has
issued Secretarial Audit Report in prescribed format MR-3 for the Financial Year ended March 31,
2025, and is annexed herewith as ‘Annexure -1’to this Board’s Report.

The Company has appointed M/s. DACS & Associates, the Chartered Accountants, Bhubaneswar,
having Firm Registration No. 326882E as the Internal Auditor for FY 2024 - 25.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors)
Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, the cost records are required
to be maintained by your Company and the same are maintained. However, Cost Audit was not
applicable to the Company during the year under review.

Since there were no qualification and reservation marks in the reports from the Auditors of the
Company, there were comments received from the Board. Moreover, the Board of Directors states that
the Company has always adhered to the Companies Act, SEBI Laws, its rules and regulations and all
other laws applicable to the Company.

During the year under review, the Company complied with the applicable Secretarial Standards issued
by The Institute of Company Secretaries of India read with the MCA Circulars issued from time to time.

Your Company maintains a website https://vdealsystem.com/wheredetailed information of the
Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

The investor complaints are processed in a centralized web-based complaints redress system. The
salient features of this system are centralized database of all complaints, online upload of Action Taken
Reports\(ATRs) by the concerned companies and online viewing by investors of actions taken on the
complaint and its current status. Your Company has been registered on SCORES and makes every
effort to resolve all investor complaints received through SCORES or otherwise within the statutory
time limit from the receipt of the complaint. The Company has not received any complaint on the
SCORES during financial year 2024-25.

As required under Section 134(3)(q) of the Companies Act 2013 read with Rule 8(5)(viii) of Companies
(Accounts) Rules, 2014, the Company has adequate system of internal control commensurate with its
size, scale, nature, and complexity of business to ensure that all assets and investments are
safeguarded against loss from unauthorized use or disposition. These systems provide reasonable
assurance in respect of providing financial and operational information, safeguarding the assets of the
Company, adhering to the management policies besides ensuring compliance.

Particulars of loan given, investment made, guarantees given and security provided under Section 186
of the Companies Act, 2013, if any, are provided in the notes of financial statement which forms integral
part of this Annual Report.

All the Related Party Transactions entered into during the financial year were on an Arm''s Length basis
and in the ordinary course of business. No material significant Related Party Transactions (i.e.

succession planning as provided in Section 178(3) of the Companies Act, 2013 can be accessed on
the Company''s website at https://vdealsystem.com/.

The remuneration paid to Directors, Key Managerial Personnel and other employees of the Company
during the Financial Year 2024-25 was in conformity with the Nomination and Remuneration Policy of
the Company. The details of employee’s remuneration as required under Section 197(12) of the Act,
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is annexed as “Annexure - IV”.

Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 requires listed companies to lay down a Code of Conduct for its
directors and senior management, incorporating duties of directors as laid down in the Companies Act,
2013. As required the said code has been posted on the website of the Company
https://vdealsystem.com/. All the Board members and Senior Management personnel have affirmed
compliance with the code for the year ended March 31,2025. A declaration to this effect signed by the
Managing Directorforms part of the Corporate Governance report.

The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in
securities by the Directors and certain designated employees of the Company. The Code requires
preclearance for dealing in the Company’s shares and prohibits the purchase or sale of Company
shares by the Directors and designated employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the trading window is closed. The
Board is responsible for implementation of the Code. All Board Directors and the designated
employees have confirmed compliance with the Code.

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI (LODR) Regulations, 2015”) mandated the formulation of certain policies for
all listed companies. All our Corporate Governance Policies are available on the Company’s website,
https://vdealsystem.com/code-policies/. The Policies are reviewed periodically by the Board and its
Committees and are updated based on the need and new compliance requirement. The following
policies has been adopted on duly held Board meeting on 20^th May, 2024 and the same is available at
Companies Website.

• Policy for preservation of documents;

• Policy for determination of materiality of events and information;

• Archival Policy;

• Familiarization programme for Independent Directors;

• Nomination & Remuneration Policy;

• Policy on Succession Planning for the Board and Senior Management;

• Board Diversity Policy;

• Code of Conduct for Prevention of InsiderTrading;

• Risk Management Policy;

• Policy on Prevention of Sexual Harassment of women at workplace;

• Vigil Mechanism and Whistle Blower Policy;

• Business Integrity Policy;

• Code of Conduct;

• Code of practices and procedures for fair disclosure of unpublished price sensitive
information;

• Code of Conduct for Directors, Senior Management and Independent Directors;

• Policy for Procedure of Inquiry in case of leak of unpublished price sensitive
information; and

• Policy on materiality of related party transactions and dealing with related party
transactions

• Policy on material creditor and litigation

The Board of Directors facilitates the execution of Risk Management Practices in the Company, in the
areas of risk identification, assessment, monitoring, mitigation and reporting. At present the Company
has not identified any element of risk which may threaten the existence of the Company.

During the period under review, the Company successfully compiled its Initial Public Offering (IPO) and
was listed ontheSME Platform with effect from September 3rd, 2024, after obtaining require approvals
from the SEBI, Designated Stock Exchange i.e., NSE (India) Limited and other relevant authorities.

Other than approvals received in the ordinary course of listing, there is no significant material orders
passed by the Regulators / Courts /Tribunals which would impact the going concern status of the
Company and its future operations.

Given the nature of activities of your Company, it has not spent any substantial amount on conservation
of energy and technology absorption respectively under Section 134(3)(m) of the Companies Act, 2013
read with the Companies (Accounts) Rules, 2014. Further, more details have been given in Annexure -
Vattached to this report.

Upon changing the Company''s status from “Private Limited” to “Unlisted Public Company” and
subsequently to a “Listed Company”, the Company has complied with the relevant provisions and
regulatory requirements applicable to each stage of conversion.

• Statement on declaration given by Independent Directors (Section 149);

• Declaration received from Independent Directors;

• Formation of Audit Committee (Section 177);

• Audit Committee was formed;

• Formation of Nomination and Remuneration Committee (Section 178);

• Undertaking for Annual Evaluation of Board and that of its committees and the individual
Directors;

• Undertaking Secretarial Audit (Section 204).

The Company has complied with the provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this policy. During the year under review no complaints were reported to the Board.

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. All
eligible women employees have been extended the benefits as prescribed under the Act. The Company
remains committed to supporting working mothers and promoting a gender-inclusive workplace.

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the
Notice of 16^Ih Annual General Meeting of the Company including the Annual Report for FY 2024-25 are
being sent to all Members whose e-mail addresses are registered with the Company / Depository
Participant(s).

In terms of Regulation 17(8) read with Part B of the Listing Regulations, a certificate from the Chief
Executive Officer (CEO) and Chief Financial Officer (CFO) of the company as addressed to the Board
of Directors, confirming the correctness of the financial statements, Cash flow statements for the
Financial Year ended March 31,2025, adequacy of the internal control measures and matters reported
to the Audit Committee, is provided in this Report.

The Statutory Auditors or Secretarial Auditors or Internal Auditors of the Company have not reported
any incident of fraud to the Board of Directors of the Company.

During the year under review, neither any application was made nor any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

During the year under review, there has been no one-time settlement of loans taken from banks and
financial institutions.

Your Company treats its “human resources” as one of its most important assets. Your Company
continuously invests in attraction, retention and development of talent on an ongoing basis. A number
of programs that provide focused people''s attention are currently underway. Your Company thrust is on
the promotion of talent internally through job rotation and job enlargement.

Your directors state that no disclosure or reporting is required in respect of the following items as there
were no transactions on these items during the year under review:

1. Issue of Bonus Shares and/or Right Shares;

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares to employees of the Company under Employee stock option Scheme.

4. Issue of shares (including sweat equity shares) to directors or employees of the Company
under any scheme.

5. Buy Back of Shares.

The Board sincerely thanks the Government of India, SEBI, RBI, the Government of Odisha & other State
Governments, customers, business partners, vendors, suppliers, bankers, and shareholders for their
continued support, guidance, and cooperation and look forward to their continued support in the future.

The Board also places on record its sincere gratitude and appreciation to all employees at every level
of “ Vdeal” for their hard work, dedication, and teamwork throughout the year & look forward to enjoying
their support & co-operation.

For and on behalf of the Board of Directors
VDEAL SYSTEM LIMITED

S/d- S/d-

Dated: 04.09.2025 Tapaswini Panda Dhiraj Kochar

Place: Bhubaneswar Whole-time Director-cum-CFO Managing Director-cum-CEO

DIN:07947214 DIN:02721911

---

Mar 31, 2024

Your directors have pleasure in presenting the 15^th Annual Report together with the Audited Statement of Accounts of your Company for the financial Year ended March 31,2024.

1. FINANCIAL SUMMARY: -

The Company’s financial performance for the financial year ended March 31,2024:

(Amount in Lakhs ‘INR’)
Particulars	Year ended	Year ended
	March 31, 2024	March 31, 2023
Revenue from Operations	2,625.08	2,075.41
Profit Before Tax	426.35	148.77
Less: Current Tax	(114.78)	(33.32)
Deferred Tax	(0.18)	(5.36)
Profit for the Year	311.38	110.09
Balance transferred to Reserve & Surplus	301.10	312.04
Note: Previous year’s figures are regrouped wherever necessary.

2. STATE OF AFFAIRS / HIGHLIGHTS: -

i) Our Company, is an ISO 9001:2015 certified, providing solutions in Smart Low Voltage (LV) panels, Smart Medium Voltage (MV) panels, Smart Variable Frequency Drive (VFD) panels, Medium Voltage (MV) Soft Starter, Energy Management System (EMS) and Smart Programmable Logic Controller (PLC) panels, Air insulated & Sandwich busducts backed by in-house Product design & development, manufacturing, system integration, servicing of automation solutions and smart electrical control panels that adhere to high international IEC standards of quality and safety. Our Company has business relationships with global electrical players. Such strategic tie ups with renowned brand owners give us the competitive edge over our competitors. Our Company is a growing Integrated Electrical and Automation solution provider dealing in comprehensive electrical solutions across industries with significant presence in multiple Industry segments. Our products are supplied to industry players through a business-to-business (B2B) model.

Our Company is also fuelling the next wave of Al (Artificial Intelligence) and ML (Machine Learning)-driven innovation solution that can integrate IOT (Internet of things), Al and ML into a Cloud based Software as a Service (SaaS) Model.

We hope good results in the coming years.

ii) There has been no change in the business of the Company during the financial year ended March 31, 2024.

3. WEB LINK OF ANNUAL RETURN. IF ANY: -

The Company is having website www.vdealsystem.com and annual return of Company has been published on such website.

Link of the same is https://vdealsystem.com/annual-report/.

4. SHARE CAPITAL: -Authorised Share Capital:

Increase in the authorised share capital of the company during the year under review, the authorised share capital of the Company increased from Rs. 40,00,000 divided into 40,000 equity shares of Rs. 100/- each to Rs. 6,00,00,000/- divided into 60,00,000 equity shares of Rs. 10/- each.

Paid-up Share Capital:

Increase in the share capital during the year under review, the paid-up share capital of the Company increased from Rs. 29,78,600/- divided into 29,786 equity shares of Rs. 100/- each to Rs. 3,27,64,600/-divided into 32,76,460 equity shares of Rs. 10/- each, consequent to issue of 29,78,600 bonus equity shares of Rs. 10/- each.

5. MEETINGS OF BOARD OF DIRECTORS: -

18 nos. of Board Meetings were held during the Financial Year ended March 31, 2024. The maximum gap between any two Board Meetings was less than 120 days.

The names of members of the Board, their attendance at the Board Meetings is as under:

	No. of	Total
Name of Directors	Meetings	Meetings
	attended	held
Mr. Dhiraj Kochar	18	18
Ms. Tapaswini Panda	18.—	—^ 18 :

Mr. Brahmananda Patra	07	18
(Appointed on 13.11.2023)
Mr. Pashupati Nath Kundu (Appointed on 04.03.2024)	00	18
Mr. Shyamal Ghoshroy (Appointed on 04.03.2024)	00	18
Mr. Pranay Agarwal (Appointed on 04.03.2024)	00	18

6. DETAILS IN RESPECT OF FRAUD REPORT: -

The Auditor’s Report doesn’t contain any information in relation to fraud.

7. BOARD’S COMMENT ON THE AUDITORS^, REPORT: -

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

8. COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT. PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES: -

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee, are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Director’s qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178 of the Companies Act,

2013.

9. MATERIAL CHANGES AND COMMITMENTS: -

There have been no material changes and commitments, which affectthe financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

10. COMPLIANCE WITH SECRETARIAL STANDARDS: -

Your directors confirm that the Secretarial Standards SS-1 & SS-2 issued by the Institute of Company Secretaries of India, as applicable to the Company, have been duly complied with.

11. CHANGE IN DIRECTORSHIP: -

• Mr. Brahmananda Patra has been appointed as Director (Executive) of Company w.e.f. 13/11/2023.

• Mr. Pashupati Nath Kundu has been appointed

Independent Director (Non-Executive) of the

company w.e.f. 04/03/2024.

• Mr. Shyamal Ghoshroy has been appointed

Independent Director (Non-Executive) of the

company w.e.f. 04/03/2024.

• Mr. Pranay Agarwal has been appointed

Independent Director (Non-Executive) of the

company w.e.f. 04/03/2024.

12. INDEPENDENT DIRECTORS’ DECLARATION: -

The company has received necessary declarations from all the Independent Directors of the Company in accordance with Section 149 (7) of the Companies Act 2013, that they meet the criteria of independence as laid out in Section 149(6) of the said Act and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). There has been no change in the circumstances affecting their status as an Independent Director during the year.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Companies Act, 2013 and the Company’s Code of Conduct.

The Board of Directors is of the opinion that all the Independent Directors possess requisite qualifications, experience and expertise in industry knowledge and corporate governance and they hold highest standards of integrity.

13. KEY MANAGERIAL PERSONNEL: -

Duringthe year under review, your Company appointed:-

• Mr. Dhiraj Kochar, as a Chief Executive Officer (CEO) of the Company w.e.f. 20/11/2023.

• Ms. Tapaswini Panda as a Chief Financial Officer (CFO) of the Company w.e.f. 20/11/2023.

• Mr. Priyabrata Nayak as a Company Secretary & Compliance Officer w.e.f. 10.02.2024.

As on March 31, 2024, the following are Key Managerial Personnel (“KMPs”) of the Company as per Sections 2(51) and 203 of the Act:

• Mr. Dhiraj Kochar, Chief Executive Officer.

• Ms. Tapaswini Panda, Chief Financial Officer.

• Mr. Priyabrata Nayak, Company Secretary & Compliance Officer

14. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS. COURTS AND TRIBUNALS: -

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company’s operations in future.

15. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES: -

All related party transactions that were entered into during the financial year ended March 31,2024, were on an arm’s length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.

There are no materially significant related party transactions duringthe financialyear under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

However, the disclosure of transactions with related parties for the financial year, as per Accounting Standard -18 Related Party Disclosures is given in the note to the account no 25 (under Related Party Disclosure) to the Balance Sheet as on March 31,2024.

16. COMPLIANCE WITH SECRETARIAL STANDARD: -

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118 (10) of the Companies Act, 2013.

17. PARTICULARS OF LOANS AND INVESTMENT: -

The Company has not made any Investment, given guarantee and securities during the financial year under review. There for no need to comply provisions of section 186 of Companies Act, 2013.

18. TRANSFER TO RESERVE: -

The Board of Directors of your company has decided that the total profit of Rs. 311,38,000/- for the financial year, to be transferred to the Reserve & Surplus.

19. DIVIDEND: -

Profit but not declared: The Board of Directors of your company, after considering holistically the relevant

circumstances, has decided that it would be prudent, not to recommend any dividend for the financial year under review.

20.CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO: -

A. Conservation of Energy. Technology Absorption:

Efforts persists in the Company’s endeavour to work deeply on the conservation of energy and water across all its manufacturing facilities as well as corporate office/ registered office.

Electrical Energy:

• Variable Frequency Drive (VFD) panels are used on machines to reduce power consumption by approximately 15%.

• Uses of energy efficient LED bulb in dock areas, assembly conveyors/inspection area. Shop Overhead Lighting, in the office and its premises.

• Energy efficiency improvement by replacement of conventional motors with BLDC motors for ceiling fan.

• Uses of Gas-powered furnaces instead of electric heaters, which is more energy-efficient than electric heaters, especially for larger spaces or continuous heating needs.

• Uses of sensor lights/ smart lighting system for factory premises and outdoor lighting, which optimises energy efficiency.

• Installation of natural day light system at roof top of shop areas.

• optimum use of energy by using energy- efficient computers, processes and other office equipment. Constant efforts are made through regular/ preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy.

The Company is continuously making efforts for induction of innovative technologies and techniques required for the business activities.

• Steps taken by company for utilizing alternate sources of energy: NIL

• Capital investment on energy conservation equipment’s: NIL

B. Foreign Exchange earnings and Outgo

Earnings	NIL
Outgo	nil

21 .RISK MANAGEMENT POLICY: -

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/ control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/ measures have been formulated in the areas such as business, project execution, financial, human, environment and statutory compliance.

22. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE [“POSH”]: -

Our Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises. Company always endeavours to create and provide an environment that is free from any discrimination and harassment.

The policy on prevention of sexual harassment at workplace aims at prevention of harassment of employees {whether permanent, temporary, ad-hoc, consultants, interns or contract workers irrespective of gender} and lays down the guidelines for identification, reporting and prevention of undesired behaviour. The Company has duly constituted internal complaints committee as per the said Act.

During the financial year ended March 31, 2024, there will nil complaints recorded pertaining to sexual harassment.

23. DETAILS OF SUBSIDIARY. JOINT VENTURE OR ASSOCIATE COMPANIES: -

As on March 31, 2024, Company doesn’t have any Subsidiary & Joint Venture and Associate Companies at the end of the year.

24.INTERNAL FINANCIAL CONTROL: -

The Company has in place adequate internal financial controls with reference to financial statements. During the financial year, such controls were tested and no reportable material weakness in the design or operation was observed.

25. AUDITOR: -

As per the provisions of Section 139, 141 of the Companies Act, 2013 and rules made thereunder (hereinafter referred to as “The Act”), the Company at its 15^th Annual General Meeting (‘AGM”) held on 19^th August, 2024 approved the appointment of M/s. Agrawal Uma Shankar & Co having FRN - 326700E as Statutory Auditor for a period of 5 years commencing from conclusion of 15 till the conclusion of the 20^th AGM to be held in the year 2029.

26. DIRECTOR’S RESPONSIBILITY STATEMENT: -

The Directors would like to inform the Members that the Audited Accounts for the financial year ended March 31, 2024, are in full conformity with the requirement of the Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors, M/s. Agrawal Uma Shankar & Co having FRN - 326700E. The Directors further confirm that: -

a) In the preparation of the annual accounts for the year ended March 31, 2024 the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

b) The Directors have selected such 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 as at March 31,2024 and of the profit of the Company for the year ended on that date.

c) The Directors have taken proper and sufficient care 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 Directors have prepared the annual accounts on a ''going concern'' basis.

e) The Company being unlisted, sub clause (e) of section 134(3)ofthe Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company.

f) The Directors had devised proper systems to ensure

compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. \

27. DEPOSITS: -

The company has not accepted any deposits during the financial year under review. However, loan from directors/ Relative of Directors taken during the year are as follows:

Name of Director	Loan remaining at the
	end of the year
Mr. Dhiraj Kochar	26,25,700/-
Ms. Tapaswini Panda	39,33,115/-

28. CORPORATE SOCIAL RESPONSIBILITY: -

The provision of Section 135 the Companies Act, 2013 doesn’t applicable on the Company.

29. COST RECORD: -

The provision of Cost audit as per section 148 doesn’t applicable on the Company.

30. STATE ME NT ON DECLARATION FROM INDEPENDENT DIRECTORS: -

The Company has received necessary declarations from all Independent Directors of the Company in accordance with the provisions of Section 149 (7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013.

31. PARTICULARS OF EMPLOYEES. DIRECTORS AND KEY MANAGERIAL PERSON: -

In terms of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to the Company.

32. CORPORATE GOVERNANCE: -

The Company has adopted best corporate practices and is committed to conducting its business in accordance with the applicable laws, rules and regulations. The Company’s Corporate Governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high level of Integrity in decision making.

33. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD. ITS COMMITTEES & INDIVIDUAL DIRECTORS:-

The Board of Directors have evaluated the performance of all Independent Directors, Non-Independent Directors and its Committees. The Board deliberated on various evaluation attributes for all directors and after due

deliberations made an objective assessment and evaluated that all the directors in the Board have adequate expertise drawn from diverse industries and business and bringspecific competencies relevanttothe Company’s business and operations. The Board found that the performance of all the Directors was quite satisfactory.

The Board also noted that the term of reference and composition of the Committees was clearly defined. The Committee performed their duties diligently and contributed effectively to the decisions of the Board.

The functioning of the Board and its committees were quite effective. The Board evaluated its performance as a whole and was satisfied with its performance and composition of Independent and Non-Independent Directors.

34. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE. 2016:-

No application has been made or any proceeding is pending underthe IBC, 2016.

35. DIFFERENCE IN VALUATION: -

The company has never made any one-time settlement against the loans obtained from Banks and Financial Institution and hence this clause is not applicable.

ACKNOWLEDGMENT

Your directors place on the record their appreciation of the Contribution made by employees, consultants at all levels, who with their competence, diligence, solidarity, cooperation and support have enabled the Company to achieve the desired results.

The board of Directors gratefully acknowledge the assistance and co-operation received from the Central and State Governments Departments, Shareholders and Stakeholders.