Directors Report of Virtuoso Optoelectronics Ltd.

Mar 31, 2025

Your directors take immense pleasure in presenting the 10^th Annual Report on the business and operations of
your Company along with its Audited Financial Statements for the year ended on 31^st March, 2025.

FINANCIAL SUMMARY

The financial statements of your Company are prepared in accordance with the applicable provisions of the
Companies Act, 2013 (the âActâ) including Accounting Standards as specified in Section 133 of the Act,
read with the Companies (Accounts) Rules, 2014, and amendments thereof. The financial performance of the
company during the year is as under:

(? in Lakhs)

Particulars	For the year ended
Particulars	March 31, 2025	March 31, 2024
Revenue From operations	69,720.07	53,108.41
Other Income	504.17	122.01
Total Income	70,224.23	53,230.42
Total Expenses	67,720.92	51,800.23
Profit/Loss before Exceptional Items and Tax	2,503.31	1,430.19
Add/(Less): Exceptional Items	-	-
Profit before Tax	2,503.31	1,430.19
Tax Expense	438.00	250.00
Profit after Tax	2065.31	417.46
Deferred Tax	652.27	167.45
Profit for the year	1413.04	1,012.73

There have been no material changes and commitments affecting the financial position of your Company which
have occurred between the end of the Financial Year of your Company to which the Financial Statements
relate and the date of Board Report.

OPERATIONAL OVERVIEW

Your Company offers widest ranges of air conditioning, lightening products, Commercial refrigeration, EMS
solutions. It fulfills the lightening, air-conditioning, commercial refrigeration and EMS solutions requirements
of a large number of corporate customers. Your Company continues to operate only in one segment i.e.,
manufacturing, selling and marketing of white Goods and there is no change in the nature of Business of your
Company.

Revenue from operations for the current financial year grew by ? 16611.66 lakhs to ? 69720.07 lakhs as
compared to ? 53108.41 lakhs in the previous financial year. Net profit for the current financial year increased
39.53% from ? 1413.04 lakhs as compared to ? 1012.73 lakhs in the last financial year.

In view of the planned business growth and current fund requirements of the Company, your directors were
of the view to preserve the resources in order to fund new growth opportunities and therefore, do not propose
any dividend for the Financial Year ended March 31, 2025.

RESERVES

The amount of profit of ? 1413.04 lakhs is transferred to the Reserve and Surplus Account for the year under
review.

SHARE CAPITAL STRUCTURE

Your Company has Authorized share capital of ? 35,00,00,000 (divided into 3,50,00,000 equity shares of ? 10/-
each). The Issued, Subscribed and Paid-up equity share capital has also been increased from Rs. 26,33,87,560
to Rs. 29,48,87,560 pursuant to the preferential issue upon conversion of warrants for which allotment was
done on March 01, 2025.

As on 31^st March, 2025 paid up share capital of the Company is ? 29,48,87,560/- (divided into 2,94,88,756
equity shares of ? 10/- each).

FUNDS RAISED DURING THE YEAR

PREFERENTIAL ISSUE

Preferential issue of equity shares upon conversion of warrants was approved for fresh issue of 31,50,000
equity shares having face value of ? 10/- each at a premium of ?245.10/- per share at the Board Meeting held
on January 11, 2024 and by the shareholders at the Extra Ordinary General Meeting held on February 03,
2024 with requisite majority and your company has received the In-principal approval from BSE Limited on
February 20, 2024.

Your company has allotted equity shares on March 01, 2025. The Listing approval of equity share from BSE
Limited has not been received due to increase of paid-up capital beyond Rs 25 Cr. Accordingly, the credit of
Equity Shares from CDSL and NSDL is also pending and hence 3,150,00 Shares are not tradeable on Stock
Exchange.

During the period under review, your Company has not bought back any of its securities / has not issued any
Sweat Equity Shares / has not issued any Bonus Shares/ has not issued shares with Differential Voting rights
and there has been no change in the voting rights of the shareholders.

EMPLOYEES STOCK OPTION PLAN

During the year under review, your company has not granted any options to employees and ESOPs grated
were lapsed or cancelled.

The details ESOP granted under âVOEPL Employee Stock Option Plan- 2023â (âESOP 2023â or Scheme) are
as provided below:

	Details
Particulars	From April 1, 2025 till the date	FY 25	FY 24	FY 23
Total options outstanding as at the beginning of the period	20,00,000	20,00,000	20,00,000	20,00,000
Total options granted	NIL	NIL	2,59,140	Nil
Exercise price of options in ? (as on the date of grant options)	Nil	Nil	246.30	Nil
Options forfeited / lapsed / cancelled	NIL	NIL	12,820	Nil
Variation of terms of options	NA
Money realized by exercise of options during the year / period	NA
Total number of options outstanding in force at the end of period / year	19,87,180	19,87,180	19,87,180	20,00,000
Total options vested (excluding the options that have been exercised)	Nil	Nil	Nil	Nil
Options exercised	Ni		l
The total number of Equity Shares arising as a result of full exercise of granted options (including options that have been exercised)	Nil
Employee wise details of options granted to:
Key managerial personnel:
Mr. Sajid Shaikh	20,000	20,000	20,000	20,000

Senior management personnel:
Mr. Nitin Shewale	20,000	20,000	20,000	20,000

	Details
Particulars	From April 1, 2025 till the date	FY 25	FY 2	4 FY 23
Any other employee who receives a grant in any one year of options amounting to 5% or more of the options granted during the year	Nil
Identified employees who were granted options during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of our Company at the time of grant	Nil
Lock-in period	NA
Fully diluted EPS on a pre-Offer basis pursuant to the issue of Equity Shares on exercise of options calculated in accordance with the applicable accounting standard on âEPSâ (in ?)	Fully diluted EPS as per the Audited Financial Statements:
	Financial Year ended Particulars March 31, 2025		Financial Year ended Financial Year ended March 31, 2024 March 31, 2023
	Diluted EPS 5.31		4.38 4.28

Description of the pricing formula and method and significant assumptions used to estimate the fair value of options granted during the year including, weighted average information, namely, risk-free interest rate, expected life, expected volatility, expected dividends and the price of the underlying share in market at the time of grant of the option	Black- Scholes formula
	Particular	Tranches 1	Tranches 2	Tranches 3	Tranches 4
	Valuation date	August 10, 2023	August 10, 2023	August 10, 2023	August 10, 2023
	Volatility (S)	25%	25%	25%	25%
	Risk free rate	7.17%	7.16%	7.19%	7.19%
	Time to Expiration (T)	4.5 years	5.5 years	6.5 years	7.5 years

	Details
Particulars	^From ²⁰²⁵ FY 25 FY 24 FY 23 till the date
Impact on the profits and on the Earnings per Equity Share of the last three years if the accounting policies specified in the SEBI SBEB Regulations had been followed, in respect of options granted in the last three years	Not Applicable
Where our Company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference, if any, between employee compensation cost so computed and the employee compensation calculated on the basis of fair value of the stock options and the impact of this difference, on the profits of our Company and on the Earnings per Equity Share of our Company	Yes
Intention of the Key Managerial Personnel, Senior Management Personnel and wholeÂ¬ time directors who are holders of Equity Shares allotted on exercise of options granted to sell their Equity Shares within three months after the date of listing of Equity Shares pursuant to the Offer	No options exercised, hence not applicable

	Details
Particulars	From April 1, 2025 till the date	FY 25	FY 24	FY 23
Intention to sell Equity Shares arising out of âVOEPL Employee Stock Option Plan- 2023â (âESOP 2023â or Scheme) within three months after the listing of Equity Shares, by Directors, Key Managerial Personnel, Senior Management Personnel and employees having Equity Shares arising out of an employee stock option scheme, amounting to more than 1% of the issued capital (excluding outstanding warrants and conversions) of our Company.	No options exercised, hence not applicable

INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, your Company was not required to transfer any funds to Investor Education and
Protection Funds (IEPF).

MEETINGS OF THE BOARD

The details on the number of board meetings held are provided in the âReport of the Directors on Corporate
Governanceâ, which forms part of this report. The intervening gap between the meetings was within the period
prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

COMMITTEES OF THE BOARD

The Board had duly constituted following Committees, which are in line with the provisions of applicable
laws:

â¢ Audit Committee

â¢ Nomination and Remuneration Committee

â¢ Stakeholders'' Relationship Committee

â¢ Corporate Social Responsibility Committee

Voluntary Committee

â¢ Management Committee

A detailed update on the composition, number of meetings, attendance and terms of reference of aforesaid
Committees are provided in the section âCommittees of the Boardâ of âReport of the Directors on Corporate
Governance.â

PUBLIC DEPOSIT

The Company has not accepted any public deposit during the year under review and no amount against the
same was outstanding at the end of the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators / Courts which would impact the future
operations / going concern status of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors under Section 149(7) of
the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (âListing Regulationsâ) that:

â¢ they meet the criteria of independence and fulfill the conditions specified in Section 149(6) of the Companies Act,
2013 and of Listing Regulations and are independent of management;

â¢ they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could
impair or impact their ability to discharge their duties with an objective independent judgment and without any
external influence pursuant to Regulation 25 of the Listing Regulations;

â¢ they have complied with the requirement of inclusion of their name in the Data Bank maintained by Indian
Institute of Corporate Affairs as envisaged under Companies (Appointment and Qualification of Directors) Fifth
Amendment Rules, 2019, as applicable and they hold valid registration certificate with Data Bank of Independent
Directors.

BOARD EVALUATION

As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and as per Guidance Note on Board Evaluation issued by SEBI on January 05, 2017, The
Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and
individual Directors, including the Chairman of the Board.

The exercise was carried out through a structured evaluation process covering various aspects of the Boards
functioning such as composition of the Board & committees, experience & competencies, performance of
specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance
issues etc. The details of evaluation process have been explained in the Corporate Governance Report.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. Appointment of Director:

During the year under review Ms. Illa Bhat (DIN: 10605053) was appointed as additional director (Non-Executive
Independent) of the Company w.e.f. April 29, 2024. Appointment of Ms. Bhat shall was approved by shareholders
Extra Ordinary Meeting held on July 24, 2024.

2. Appointment of Director retire by rotation

Pursuant to Section 152 of Companies Act, 2013, Mr. Abhinav Mahajan, shall retire by rotation at the ensuing
Annual General Meeting being eligible offers himself for re-appointment for directorship of the company. The Board
recommends the re-appointment of Mr. Abhinav Mahajan as Director for your approval. Brief details as required
under Secretarial Standard-2 and Regulation 36 of SEBI Listing Regulations, are provided in the Notice of AGM.

3. Key Managerial Personnel:

In terms of the provisions of Section 203 of the Act, as on March 31, 2025, the Company has the following Key
Managerial Personnel:

1. Mr. Sukrit Bharati - Managing Director

2. Mr. Sajid Shaikh - Chief Financial Officer

3. Ms. Vibhuti Kulkarni - Company Secretary and Compliance officer

During the year under review there is no change in Key Managerial Personnel of the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 is annexed to the Directorsâ Report as Annexure - II.

HEALTH, SAFETY AND ENVIRONMENT

Safety and occupational health responsibilities are integral to your Companyâs business process. Safety is a
key performance indicator and your Company is committed to ensuring zero harm to its employees, to any
person in the Company premises and to the community. The Company is continuously focusing on improved
training, new initiatives and communications, enhancing safety in the work place. Apart from safety initiatives,
your Company is also focusing on environment protection. The Company has applied taken registration as per
the provisions of E-Waste (Management) Rules, 2022 from Central Pollution Control Board (CPCB) of the
Government of India.

BOARD AND COMMITTEE MEETINGS

The details of Board and Committee meetings held during the year are given in the Corporate Governance
Report.

The requisite particulars in respect of Directors seeking appointment / re-appointment are given in Notice
convening the Annual General Meeting.

All the directors of the Company have confirmed that they are not disqualified from being appointed as
directors in terms of Section 164 of the Companies Act, 2013.

Details of policy of appointment and remuneration of directors have been provided in the Corporate Governance
Report.

BOARD FAMILIARISATION

The Board is regularly updated on changes in statutory provisions, as applicable to the Company. The Board
is also updated on the operations, key trends and risk universe applicable to the Companyâs business. These
updates help the Directors to keep abreast of key changes and their impact on the Company.

POLICIES

The updated policies adopted by the Company as per statutory and governance requirements are uploaded on
website of the Company at www.voepl.com.

PARTICULARS OF EMPLOYEES

A statement containing the names and other particulars of employees in accordance with the provisions
of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure - III to this report.

The information required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, forms part of this Annual Report.

Having regard to the provisions of Section 134 and Section 136 of the Companies Act, 2013, the Reports and
Accounts are being sent to the members excluding aforesaid information. However, the said information is
available for inspection for members at the registered office of the Company during business hours on working
days of the Company up to the date of ensuing AGM. Any shareholder interested in obtaining a copy of such
statement may write to the Company Secretary at the registered office of the Company or e-mail to cs@voepl.
com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant or material orders passed by the Regulators / Courts which would impact the future
operations / going concern status of the Company.

DETAILS OF RELATED PARTIES TRANSACTIONS PURUSANT TO SECTION 188(1) OF THE COMPANIES
ACT, 2013

Pursuant to the provisions of section 188 of Companies Act, 2013. All the related party transactions entered
into during the financial year under review were in ordinary course of business and on an armâs length basis.
There were no materially significant transactions with related parties during the financial year which were in
conflict with the interest of the Company. Accordingly, information in form AOC-2 is not annexed.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior
omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive
nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit
Committee and the Board of Directors for their review and approval on a quarterly basis.

As required under Regulation 23 of the SEBI Listing Regulations, the Company has framed a Policy on
Materiality of Related Party Transactions and on dealing with Related Party Transactions which is available
on the Website of the Company at www.voepl.com

DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT, 2013

During the year under review company has given loan of Rs 8.80 Cr to the subsidiary of company Other than
this company has not given any ICD, guarantee to any other body corporate, subsidiary or associate.

Other details for inter corporate financial transactions or remuneration and other benefits paid to directors,
their relatives, key managerial personnel etc. are given as per requirements of AS 18.

AUDITORS
â¢ Statutory Auditors

M/s. Jain Chhajed & Associates, Chartered Accountants, an Auditors firm was appointed as Statutory auditors
of the company, for the second term of five consecutive years at the 6^th Annual General Meeting held on
Thursday, June 3, 2021. As per Rule 6(3) of the Companies (Audit and Auditors) Rules 2014, M/s. Jain
Chhajed & Associates has completed audit term of 10 consecutive years as Statutory Auditors of the Company
and not eligible to be appointed as Statutory Auditor of the Company.

Accordingly, Board of Directors has appointed M/s. SKVM & Co. (FRN 121035W) as Statutory Auditor
of the Company for term of 5 years starting from FY 2025-26 till the AGM of FY 2029-30 to be held in the
calendar year 2030 subject to the approval of Members of the Company in the ensuing AGM.

The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for
any further comments. The Auditorsâ Report does not contain any qualification, reservation, adverse remark
or disclaimer.

â¢ Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with rules made thereunder,
the Board of Directors has appointed M/s Prachi Bansal & Associates, Practicing Company Secretaries, as
Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2024-25. The report
submitted by the Secretarial Auditor in Form MR-3 is attached to this report as Annexure - IV. The Secretarial
Auditor Report does not contain any qualification, reservation or adverse remark.

Further, owing to amendments in the Listing Regulations, the Company is mandated to appoint a Secretarial
Auditor for a period of five consecutive financial years.

The Company proposes to appoint M/s Prachi Bansal & Associates, Practicing Company Secretaries, as
Secretarial Auditor of the Company for a term of five consecutive financial years to conduct secretarial audit
for financial year(s) 2025-26 to 2029-30. Detailed proposal for appointment is mentioned in the Notice of
AGM of the Company

â¢ Cost Auditors

In terms of the provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit)
Rules, 2014, the Board of Directors had, on the recommendation of the Audit Committee, appointed KPMSS
& Associates, Cost Accountants, Nashik, as the Cost Auditors, to conduct the cost audit for the financial year
ended March 31, 2025.

As required under the Act, the remuneration payable to the cost auditor is required to be placed before the
members in a general meeting for their ratification. Accordingly, a resolution seeking membersâ ratification for
the remuneration payable to Cost Auditors, forms part of the Notice convening the Annual General Meeting.

â¢ Internal Auditors

In terms of the provisions of Section 138 of the Act read with Companies (Account) Rules, 2014, the Company
has re-appointed M/s Pooja M. Kulkarni & Co., Chartered Accountants, Nashik as the internal auditors.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the auditors, viz., statutory auditors, cost auditors, and secretarial auÂ¬
ditors, have reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud comÂ¬
mitted against the Company by its officers or employees, the details of which would need to be mentioned in
the Boardâs Report.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025 will be available on the website of the Company at
www.voepl.com.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report prepared pursuant to SEBI (Listing Obligations and Disclosure
Requirements) Regulations; 2015 forms part this Directorsâ Report is attached as Annexure - V.

CORPORATE GOVERNANCE

Corporate Governance Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 forms part of this Directorsâ Report. During the year under review, your company has comÂ¬
plied with the applicable Secretarial Standards.

INSURANCE

The Fixed Assets and Stocks of your Company are adequately insured.

RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

Your Company has an Internal Financial Control System commensurate with the size, scale and complexity of
its operations. Your Company has adopted proper system of Internal Control and Risk Management to ensure
that all assets are safeguarded and protected against loss from unauthorized use or disposition and that the
transactions are authorized, recorded and reported properly.

The effectiveness of internal financial controls is reviewed through the internal audit process. Reports of interÂ¬
nal auditors are reviewed by Audit Committee of the Company and desired actions are initiated to strengthen
the control and effectiveness of the system.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company has adopted a vigil mechanism. The details of the same are explained in the Corporate
Governance Report and also posted on the website of the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

A list of subsidiaries/joint ventures of your Company is provided as part of the notes to the consolidated
financial statements. During the year under review, the Company has not incorporated any subsidiary.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and
Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements
of the Company and a separate statement containing the salient features of financial statement of subsidiaries
in Form AOC-1, which forms part of this Annual Report.

Further, pursuant to the provisions of Section 136 of the Act, the standalone and consolidated financial
statements of the Company and separate audited financial statements in respect of subsidiaries are available
on the website of the Company https://www.voepl.com/

MATERIAL SUBSIDIARIES

The Company has formulated a policy for determining Material Subsidiaries. The policy is available on your

Companyâs website and link for the same is https://www.voepl.com/company-policies

During the year under review, no subsidiary of the Company becomes/ceases to be a material subsidiary of
the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

During the year, the company has constituted the CSR Committee due to applicability of the provisions subÂ¬
section (1) of Section 135 of the Companies Act, 2013.

The Company has constituted CSR Committee and framed CSR Policy and approved by the board of directors
at the board meeting held on May 29, 2023 and September 01, 2023 respectively.

During the year under review, your Company has spent Rs. 20.88 Lakh i.e., 2% of average net profit of last
three financial years on CSR activities as per applicable statutory provisions. Your Company has Utilized CSR
Funds for Apprenticeship Training Under âSkill Trainingâ Already Covered Under Item No. (Ii) Of Schedule
VII of The Companies Act. The details are available in the CSR Report annexed herewith as Annexure I. The
CSR Policy has been uploaded on the website of the Company at https://www.voepl.com/company-policies.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

As per the requirement of the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 read with rules made thereunder, your Company has laid down a Prevention
of Sexual Harassment (POSH) Policy and has constituted Internal Complaints Committees (ICs) at all relevant
locations across India to consider and resolve the complaints related to sexual harassment. The ICs include
external members with relevant experience. The ICs, presided by senior women, conduct the investigations
and make decisions at the respective locations. Your Company has zero tolerance on sexual harassment at the
workplace. The ICs also work extensively on creating awareness on relevance of sexual harassment issues,
including while working remotely. The employees are required to undergo mandatory training/ certification on
POSH to sensitize themselves and strengthen their awareness. During the year under review, your Company
has not received any complaint pertaining to sexual harassment.

COMPLIANCE WITH MATERNITY BENEFIT ACT 1961

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.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT
THE END OF THE FINANCIAL YEAR

During the year under review no such instance has occurred.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF
ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS
OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review no such instance was occurred.

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge
and ability, hereby confirm that:

â¢ in the preparation of the annual financial statements for the financial year ended March 31, 2025, the
applicable accounting standards have been followed along with proper explanation relating to material
departures, if any;

â¢ the directors have selected such accounting policies have been selected and applied them consistently and
judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as at March 31, 2025 and of the loss of the Company for the year
ended on that date;

â¢ the directors have taken proper and sufficient care has been taken 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;

â¢ the annual financial statements have been prepared on a going concern basis;

â¢ the directors, had laid down internal financial controls to be followed by the company and that such
internal financial controls are adequate and operating effectively;

â¢ the directors have advised proper systems to ensure compliance with the provisions of all applicable laws
and such systems are adequate and operating effectively.

ACKNOWLEDGEMENTS

Your directors place on records their sincere appreciation for the valuable support and co-operation received
from Government of India and regulatory authorities, financial institutions and banks associated with the
Company during the year. Your directors thank all shareholders, esteemed customers, suppliers and business
associates for their faith, trust and confidence reposed in the Company.

Your directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent
contribution made by the employees at all levels.

The Directors look forward to your continuing support.

Sd/- Sd/-

Place: Nashik Mr. Sukrit Bharati Mr. Abhinav Mahajan

Date: 14.08.2025 Chairman & Managing Director Executive Director

DIN: 03638084 DIN: 06926238

Mar 31, 2024

Your directors take immense pleasure in presenting the 9th Annual Report on the business and operations of your Company along with its Audited Financial Statements for the year ended on 31 March, 2024.

Financial Summary

The financial statements of your Company are prepared in accordance with the applicable provisions of the Companies Act, 2013 (the ''Act'') including Accounting Standards as specified in Section 133 of the Act, read with the Companies (Accounts) Rules, 2014, and amendments thereof.

The financial performance of the company during the year is as under:

(! In lakhs)
	For the year ended
	March 31, 2024	March 31, 2023
Revenue From operations	53,108.41	33,726.51
Other Income	122.01	80.7
Total Income	53,230.42	33,807.21
Total Expenses	51,800.23	32,678.12
. Profit/Loss before Exceptional Items and Tax	1,430.19	1,129.09
Add/(Less): Exceptional Items
Profit before Tax	1,430.19	1,129.09
.Tax Expense	250.00	198.00
Profit after Tax	1180.19	931.09
Deferred Tax	167.45	154.38
Profit for the year	1,012.73	776.71

Operational Overview

Your Company offers widest ranges of air conditioning and lighting products. It fulfills the lighting & air-conditioning requirements of a large number of corporate customers. Your Company continues to operate in one segment i.e., manufacturing, selling and marketing of white Goods and there is no change in the nature of Business of your Company.

Revenue from operations for the current financial year grew 57.45% to ? 53,108.41 lakhs as compared to ? 33,726.51 lakhs in the previous financial year. Net profit for the current financial year increased by 30.39% to ? 1,012.73 lakhs as compared to ? 776.71 lakhs in the last financial year. Company has generated record revenue and profits.

Dividend

In view of the planned business growth, your directors estimate it proper to preserve the resources in order to fund new growth opportunities and therefore, do not propose any dividend for the Financial Year ended March 31, 2024.

Reserves

The amount of profit of ? 1,012.73 lakhs is transferred to the Reserve and Surplus Account for the year under review.

Share Capital Structure

Your Company has increased Authorized share capital from ?26,00,00,000 (divided into 2,60,00,000 equity shares of ? 10/- each) to ? 35,00,00,000 (divided into 3,50,00,000 equity shares of ? 10/- each), vide ordinary resolution passed in the extra-ordinary general meeting held on

February 03 2024

The Issued, Subscribed and Paid-up equity share capital has also been increased from Rs. 22,83,86,560 to Rs. 26,33,87,560 pursuant to the preferential issue for which allotment was done on March 02, 2024.

As on 31st March, 2024 the Issued, subscribed and paid up capital was ? 26,33,87,560/- (divided into 2,63,38,756 equity shares of ? 10/- each.)

Funds Raised During The Year Preferential Issue

Preferential issue was approved for fresh issue of 35,00,100 equity shares having face value of ? 10/- each at a premium of ?245.10/- per share at the Board Meeting held on January 11, 2024 by the board of directors and passed with requisite majority at the Extra Ordinary General Meeting held on February 03, 2024 by the shareholders of your company and your company has received the In-principle from BSE Limited on February 20, 2024.

Your company has allotted equity shares on March 02, 2024. The Listing approval of equity share from BSE Limited has not been received due to increase of paid-up capital beyond 25 Crores. Accordingly, the credit of Equity Shares from CDSL and NSDL is also pending and hence 3,500,100 Shares are not tradable on Stock Exchange.

During the period under review, your Company has not bought back any of its securities / has not issued any Sweat Equity Shares / has not issued any Bonus Shares/ has not issued shares with Differential Voting rights and there has been no change in the voting rights of the shareholders.

Employees Stock Option Plan

The board of directors had proposed âVOEPLâ Employee Stock Option Plan 2023. The âVOEPLâ Employee Stock Option Plan-2023 was approved on January 30, 2023 by Board of Directors and on February 24, 2023 by shareholders by passing Special Resolution. Board of directors has reserved 20,00,000 options under this plan for employees. During the year, your company had granted 2,59,140 options to employees at the price and terms as per the proposal by NRC committee and 12,820 ESOPs lapsed or cancelled. The details of âVOEPL Employee Stock Option Plan- 2023â (âESOP 2023â or Scheme) are as provided below:

	Details
Particulars	From April 1, 2024 till date	FY 24	FY 23	FY 22
Total options outstanding as at the beginning of the period	20,00,000	20,00,000	20,00,000	Nil
Total options granted	2,59,140	2,59,140	Nil	Nil
Exercise price of options in ? (as on the date of grant options)	Nil	246.3	Nil	Nil
Options forfeited/lapsed/cancelled	12,820	12,820	Nil	Nil
Variation of terms of options	NA
Money realized by exercise of options during the year/period	NA
Total number of options outstanding in force at the end of period/year	19,87,180	19,87,180	20,00,000	Nil
Total options vested (excluding the options that have been exercised)	Nil	Nil	Nil	Nil
Options exercised	Nil
The total number of Equity Shares arising as a result of full exercise of granted options (including options that have been exercised)	Nil

Maintainance of cost records

The Company has adequately maintained the cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013.

State of company affairs

The state of your Company''s affairs is given under the heading ''Financial Summary/ Highlights'', Overview of Company''s Performance'' and various other headings in this Report and the Management Discussion and Analysis Report, which forms part of the Annual Report.

Investor education and protection fund

During the year under review, Our Company was not required to transfer any funds to Investor Education and Protection Funds (IEPF).

Committees Of The Board

The Board had duly constituted following Committees, which are in line with the provisions of applicable laws:

A. Audit Committee

B. Nomination and Remuneration Committee

C. Stakeholders'' Relationship Committee

D. Management/Executive Committee

E. Corporate Social Responsibility Committee

A detailed update on the composition, number of meetings, attendance and terms of reference of aforesaid Committees are provided in the section âCommittees of the Boardâ of âCorporate Governance Report.â

Public Deposit

During the year under review, the Company has not accepted any public deposit during the year under review and no amount against the same was outstanding at the end of the year.

Material changes and commitments affecting the financial position of the company

There were no such material changes and commitments affecting the financial position of your Company which have occurred between the end of the Financial Year of your Company to which the Financial Statements relate and the date of Board Report.

Declaration By Independent Directors

Necessary declarations from each Independent Director of the Company are received, confirming that he/she met with the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) of the Listing Regulations, 2015.

Board Evaluation

As per the provisions of the Companies Act, 2013 and Listing Regulations 2015, The Board adopted a formal mechanism for evaluating its performance and as well as that of its committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, contribution at the meetings and otherwise, independent judgment, governance issues etc.

Changes In Key Managerial Personnel

During the Financial year 2023-24,

1. Mr. Hariom Kushawaha, Company Secretary & Compliance Officer of the Company has resigned w.e.f. January 27, 2024.

2. Ms. Vibhuti Kulkarni, was appointed as Company Secretary & Compliance Officer of the company w.e.f. January 28, 2024.

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

As required under Section 134 (3) (m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, are set out in the annexure to the Directors'' Report as Annexure - 1.

Health, Safety And Environment

The Company is continuously focusing on improved training, new initiatives and communications enhancing safety in the work place. Safety and occupational health responsibilities are integral to your Company''s business process. Safety is a key performance indicator and your Company is committed to ensuring zero harm to its employees, to any person in the Company premises and to the community. Company has implemented various measures in light with the requirement of safety and ensuring the health of its employees:

1. Regular safety training sessions are conducted for employees to enhance their knowledge and skills in identifying and mitigating potential hazards.

2. Performed regular safety inspections and audits to identify and address potential safety risks and ensure compliance with regulations.

3. Mock Drills are Conducted for potential emergencies.

4. Periodic Employee Recognition and Motivation for their contributions to safety, promoting a safety-first culture.

5. Annual medical checkups for employees to monitor their health and well-being, and provide early intervention and support as needed.

Apart from safety initiatives, your Company is also focusing on environment protection with below activities are monitored and conducted during the year:

1. Ensured compliance with environmental regulations and standards.

2. Implemented effective waste management practices to minimize waste and promote recycling.

3. Implemented energy-efficient practices to reduce energy consumption.

4. Promoted sustainable practices throughout the organization.

Company has ensured compliance with Commitment to Health Safety and Environment protection measures via below activities:

1. Monthly Safety Committee Meetings to discuss safety concerns, incidents, and best practices.

2. Incident Reporting and Investigation to identify root causes and implement corrective actions.

3. Continuous Improvement with employee suggestions and ideas welcomed and implemented.

4. Periodic review of HSE policies and objectives to ensure alignment with organizational goals and regulatory requirements.

The Company is in compliance with the provisions of E-Waste (Management) Rules, 2022 from Central Pollution Control Board (CPCB) of the Government of India.

Board Of Directors, Its Committees And Meetings Thereof

Pursuant to Section 152 of Companies Act, 2013, Mr. Sukrit Bharati, shall retire by rotation at the ensuing Annual General Meeting being eligible offers himself for re-appointment for directorship of the company.

Mrs. Komal Kotecha, (DIN: 09141355) has resigned as an Independent Director w.e.f. May 29, 2023.

Ms. Ila Bhat (DIN: 10605053) was, on recommendation of Nomination and Remuneration Committee, appointed by the Board of Director as additional director (Non-Executive, Independent) under section 161 of the Companies Act, 2013 w.e.f. April 29, 2024, She was regularized in the Extra Ordinary General Meeting of the company which was held on 26.07.2024.

The requisite particulars in respect of Directors seeking appointment / re-appointment are given in Notice convening the Annual General Meeting.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

Details of policy of appointment and remuneration of directors have been provided in the Corporate Governance Report.

Policies

The updated policies adopted by the Company as per statutory and governance requirements are uploaded on website of the Company at www.voepl.com.

Particulars Of Employees

A statement containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure - 2 to this report.

The information required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report.

Having regard to the provisions of Section 134 and Section 136 of the Companies Act, 2013, the Reports and Accounts are being sent to the members excluding such information. However, the said information is available for inspection for members at the registered office of the Company during business hours on working days of the Company up to the date of ensuing AGM. Any shareholder interested in obtaining a copy of such statement may write to the Company Secretary at the registered office of the Company or e-mail to [email protected].

Details Of Related Parties Transactions Purusant To Section 188(1) Of The Companies Act, 2013

Pursuant to the provisions of section 188 of Companies Act, 2013. All the related party transactions entered into during the financial year under review were in ordinary course of business and on an arm''s length basis. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Accordingly, information in form AOC-2 is not annexed.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review and approval on a quarterly basis.

Other details for inter corporate financial transactions or remuneration and other benefits paid to directors, their relatives, key managerial personnel etc. are given as per requirements of AS 18.

Details Of Loans, Guarantees And Investments U/S 186 Of The Companies Act, 2013

During the year under review the Company has not made any inter corporate loans, investments, given any corporate guarantee to any other body corporate, subsidiary, associate or any other company

AUDITORSStatutory Auditors

M/s. Jain Chhajed & Associates, Chartered Accountants, an Auditors firm was appointed as Statutory auditors of the company, for the second term of five consecutive years at the 6th Annual General Meeting held on Thursday, June 3, 2021. As per Rule 6(3) of the Companies (Audit and Auditors) Rules 2014, they are eligible to continue as the statutory auditors. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with rules made thereunder, the Board of Directors has appointed M/s Prachi Bansal & Associates, Practicing Company Secretaries, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2023-24. The report submitted by the Secretarial Auditor in Form MR-3 is attached to this report as Annexure - 3. The Secretarial Auditor Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

In terms of the provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors had, on the recommendation of the Audit Committee, appointed KPMSS & Associates, Cost Accountants, Nashik, as the Cost Auditors, to conduct the cost audit for the financial year ended March 31, 2024.

As required under the Act, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their ratification. Accordingly, a resolution seeking members'' ratification for the remuneration payable to Cost Auditors, forms part of the Notice convening the Annual General Meeting.

Internal Auditors

In terms of the provisions of Section 138 of the Act read with Companies (Account) Rules, 2014, the Company has re-appointed M/s Pooja M. Kulkarni & Co., Chartered Accountants, Nashik as the internal auditors.

Reporting Of Frauds By Auditors

During the year under review, none of the auditors, viz., statutory auditors, cost auditors, and secretarial auditors, and internal auditors have reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

Annual return

The Annual Return of the Company as on March 31, 2024 is available on the website of the Company at www.voepl.com.

Management Discussion And Analysis Report

Management Discussion and Analysis Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations; 2015 forms part this Directors'' Report is attached as Annexure - 4.

Corporate Governance

Corporate Governance Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Directors'' Report.

During the year under review, your company has complied with the applicable Secretarial Standards.

Insurance

The Fixed Assets and Stocks of your Company are adequately insured.

Risk Management And Internal Control System

Your Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your Company has adopted proper system of Internal Control and Risk Management to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported properly.

The effectiveness of internal financial controls is reviewed through the internal audit process. Reports of internal auditors are reviewed by Audit Committee of the Company and desired actions are initiated to strengthen the control and effectiveness of the system.

Corporate Social Responsibility (CSR) Initiatives

During the year, the company has constituted the CSR Committee due to applicability of the provisions sub-section (1) of Section 135 of the Companies Act, 2013.

The details of the CSR Committee are provided in the Corporate Governance Report, which forms part of this Integrated Annual Report. The CSR policy is available on the website of your Company at https://www.voepl.com/investors. The Annual Report on CSR activities is annexed and forms part of this report. Your Company has spent more than 2% of the average net profits of your Company, during the three years immediately preceding financial year. The Chief Financial Officer of your Company has certified that CSR spends of your Company for FY24 have been utilized for the purpose and in the manner approved by your Board of your Company.

Our Company has Utilized CSR Funds for Apprenticeship Training Under ''Skill Training'' Under Item No. (ii) Of Schedule VII of The Companies Act. We have imparted training to 109 apprentices under a government registered scheme of WIL, NEEM, Flexi- MOU, NAPS for the Various purposes like training for MI- Line, Wave Soldering, Assembly, SMT, Store, QA, R&D etc.

Prevention of Sexual Harassment of Women At Workplace

The Company is committed to provide a safe and conducive work environment to its employees. As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made there under. Your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal for complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, hereby confirm that:

â¢ in the preparation of the annual financial statements for the financial year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

â¢ the directors have selected such accounting policies have been selected and applied them consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the loss of the Company for the year ended on that date;

â¢ the directors have taken proper and sufficient care has been taken 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;

â¢ the annual financial statements have been prepared on a going concern basis;

â¢ the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and operating effectively;

â¢ the directors have advised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Acknowledgements

Your directors place on records their sincere appreciation for the valuable support and cooperation received from Government of India and regulatory authorities, financial institutions and banks associated with the Company during the year. Your directors thank all shareholders, esteemed customers, suppliers and business associates for their faith, trust and confidence reposed in the Company.

Your directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels.

The Directors look forward to your continuing support.

Mar 31, 2023

Your directors take immense pleasure in presenting the 8th Annual Report on the business and operations of your Company along with its Audited Financial Statements for the year ended on 31st March, 2023.

Financial Summary

The financial statements of the Company are prepared in accordance with the applicable provisions of the Companies Act, 2013 (the ''Act'') including Accounting Standards as specified in Section 133 of the Act, read with the Companies (Accounts) Rules, 2014, and amendments thereof.

The financial performance of the Company during the year is as under:

(Rs. in Lakhs)
Particulars	Year Ended	Year Ended
Particulars	March 31, 2023	March 31, 2022
Revenue From operations	33,726.51	20,017.24
Other Income	80.70	10.96
Total Income	33,807.21	20,028.20
Total Expenses	32,678.12	19,455.14
Profit/Loss before Exceptional Items and Tax	1,129.09	573.06
Add/(Less): Exceptional Items	-	-
Profit before Tax	1,129.09	573.06
Tax Expense	198.00	95.66
Profit after Tax	931.09	477.40
Deferred Tax	154.38	83.38
Profit for the year	776.71	394.01

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of your Company to which the Financial Statements relate and the date of Board Report.

Operational Overview

Your Company offers widest range of air conditioning and lighting products. It fulfils the lighting & air-conditioning requirements of a large number of corporate customers. The Company continues to operate only in one segment i.e., manufacturing, selling and marketing of white Goods and there is no change in the nature of Business of the Company.

Revenue from operations for the current financial year grew 69% to f 33,807.21 lakhs as compared to f 20,028.20 lakhs in the previous financial year. Net profit for the current financial year grew 2.3% to f 776.71 lakhs as compared to f 394.01 lakhs in the last financial year. Company has performed exceedingly well and generated record revenue and profits.

Furthermore, your Company received approvals under the Electronic Policy scheme of GOI for manufacturing of Air Conditioners and LED Lighting, for FY 21-22 which is likely to redefine your Company''s revenue model.

Dividend

Reserves

The amount of profit of f 776.71 lakhs is transferred to the Reserve and Surplus Account for the year under review.

New Acquisitions

As part of its commitment towards transparency and streamlining activities, your Company has acquired a majority stake in YLP Solutions Private Limited ("YLP"), a group Company with annual project & online trading sales of f 72 lakhs in FY 22-23. This acquisition will allow VOEPL to establish YLP as a subsidiary at a nominal cost of approx. f 3.10 lakhs. YLP is principally engaged in the business of online sales and services of lighting and other electrical products.

Pursuant to Share Purchase Agreement dated 29th May, 2023 between your Company and YLP effective 29th May, 2023 your Company holds 51% of the shareholding of YLP, thus making it Subsidiary of your Company.

Provisions relating to consolidation of financial statements are not applicable on the Company during the financial year 2022-23.

Share Capital Structure

There has been no increase / decrease in the Authorised Share Capital of your Company during the year under review. The Issued, Subscribed and Paid-up equity share capital as on 31st March, 2023 was f 22,83,86,560/- (divided into 2,28,38,656 equity shares of f 10/- each.)

Funds Raised During The Year

Initial Public Offering (IPO) - During the year Company has come up with Initial Public Offer by issuing 54,00,000 equity shares having face value of f 10/- each at a premium of f 46/- per share. The total issue was subscribed by 96.91 times of its existing issue size. Retail Investors portion subscribed to 80.95 times and others portion subscribed to 112.87 times. Equity shares were allotted to successful applicants on September 12, 2022 and listed on BSE - SME Exchange on September 15, 2022 with huge volumes. Your Company''s IPO was one of the most successful IPO during the financial year 2022-23.

Preferential Issue - Preferential issue was approved for fresh issue of 24,56,140 equity shares having face value of f 10/- each at a premium of f 132.50/- per share at the Board Meeting held on January 30, 2023 and with special resolution at the Extra Ordinary General Meeting held on February 24, 2023. In-principle approval received from BSE Limited on February 8, 2023.

The Company has allotted equity shares on March 1, 2023. Listing approval of equity share to the SME platform of BSE Limited received on March 9, 2023. Trading approval of equity shares to the BSE Stock Exchange received on March 17, 2023, and finally the equity shares got listed on BSE - SME exchange with effect from March 20, 2023.

During the period under review, your Company has not bought back any of its securities / has not issued any Sweat Equity Shares / has not issued any Bonus Shares/ has not issued shares with differential voting rights and there has been no change in the voting rights of the shareholders.

Employees Stock Option Plan

The board of directors had proposed "VOEPL" Employee Stock Option Plan 2023. The "VOEPL" Employee Stock Option Plan-2023 was approved on January 30, 2023 by Borad of Directors and on February 24, 2023 by shareholders by passing Special Resolution. Board of directors has reserved 20,00,000 options under this plan for employees which will be granted at the price and terms as per the proposal by NRC committee and subject to the approval from the board of directors from time to time. Company has received In-principle approval from the BSE Limited for its ESOP Plan.

Investor Education And Protection Fund

During the year under review, your Company was not required to transfer any funds to Investor Education and Protection Funds (IEPF).

Meetings Of The Board

The Board met 22 times during the financial year. The details of attendance at the board/committee meetings held are provided in the Report of the Directors on Corporate Governance, which forms part of this report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board had duly constituted following Committees, which are in line with the provisions of applicable laws:

A. Audit Committee

B. Nomination and Remuneration Committee

C. Stakeholders'' Relationship Committee

D. Management/Executive Committee

E. Corporate Social Responsibility Committee

Public Deposit

The Company has not accepted any public deposit during the year under review and no amount against the same was outstanding at the end of the year.

Declaration By Independent Directors

Board Evaluation

Changes In Key Managerial Personnel

During the Financial year 2022-23,

1. Mrs. Renuka Kulkarni, Company Secretary & Compliance Officer of the Company has resigned w.e.f. December 29, 2022.

2. Mr. Hariom Kushawaha, is appointed as Company Secretary & Compliance Officer of the Company w.e.f. December 30, 2022.

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

As required under Section 134 (3) (m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, are set out in the annexure to the Directors'' Report as Annexure - 1.

Health, Safety And Environment

Safety and occupational health responsibilities are integral to your Company''s business process. Safety is a key performance indicator and your Company is committed to ensuring zero harm to its employees, to any person in the Company premises and to the community. The Company is continuously focusing on improved training, new initiatives and communications enhancing safety in the work place. Apart from safety initiatives, your Company is also focusing on environment protection. The Company has applied taken registration as per the provisions of E-Waste (Management) Rules, 2022 from Central Pollution Control Board (CPCB) of the Government of India.

Board Of Directors, Its Committees And Meetings Thereof

Pursuant to Section 152 of Companies Act, 2013, Mr. Vishrut Bharati, shall retire by rotation at the ensuing Annual General Meeting being eligible offers himself for reappointment for directorship of the Company.

Mrs. Komal Kotecha, (DIN: 09141355) has resigned as an Independent Director w.e.f. May 29, 2023.

Mr. Abhinav Mahajan (DIN: 06926238) has resigned as Independent Director w.e.f. January 30, 2023. Mr. Abhinav Mahajan (DIN: 06926238) was, on recommendation of Nomination and Remuneration Committee, appointed by the Board of Directors as an additional director (Executive) under section 161 of the Companies Act, 2013 w.e.f. May 29, 2023, he shall hold office up to the date of ensuing Annual General Meeting. The Company has received recommendations from nomination and remuneration committee proposing his candidature for appointment as a director. He is proposed to be appointed as a Director (Executive) by changing his designation from Additional (Executive).

Ms. Drashti Laxmikant Solanki (DIN: 10136197) on recommendation of Nomination and Remuneration Committee, appointed by the Board of Director as additional director (Non-Executive, Independent) under section 161 of the Companies Act, 2013 w.e.f. May 29, 2023, she shall hold office upto the date of ensuing Annual General Meeting. The Company has received recommendations from nomination and remuneration committee for appointment as Independent Director by changing her designation. She is proposed to be appointed as an Independent Director for a period of five years i.e. to hold office upto May 28, 2028.

Mrs. Ziral kumar Soni (DIN: 09213763) on recommendation of Nomination and Remuneration Committee, appointed by the Board of Director as additional director (Non-Executive, Independent) under section 161 of the Companies Act, 2013 w.e.f. January 31, 2023, she shall hold office upto the date of ensuing Annual General Meeting. The Company has received recommendations from nomination and remuneration committee for appointment as Independent Director. She is proposed to be appointed as an Independent Director for a period of five years i.e. to hold office upto January 30, 2028 and was appointed at the Extra Ordinary General Meeting held on February 24, 2023, by changing designation from Additional Director (Non-Executive Independent).

The requisite particulars in respect of Directors seeking appointment/re-appointment are given in Notice convening the Annual General Meeting.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section164 of the Companies Act, 2013.

Details of policy of appointment and remuneration of directors have been provided in the Corporate Governance Report.

Policies

The updated policies adopted by the Company as per statutory and governance requirements are uploaded on website of the Company at www.voepl.com.

Particulars Of Employees

A statement containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-2 to this report.

The information required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report.

Having regard to the provisions of Section 134 and Section 136 of the Companies Act, 2013, the Reports and Accounts are being sent to the Members excluding such information. However, the said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing AGM. Any shareholder interested in obtaining a copy of such statement may write to the Company Secretary at the Registered Office of the Company or e-mail to [email protected].

Details Of Related Parties Transactions Purusant To Section 188(1) Of The Companies Act, 2013

Pursuant to the provisions of section 188 of Companies Act, 2013. All the related party transactions entered into during the financial year under review were in ordinary course of business and on an arm''s length basis. There were no materially significant transactions with related parties during the financial year which conflicted with the interest of the Company. Accordingly, information in form AOC-2 is not annexed.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review and approval on a quarterly basis.

Other details for inter corporate financial transactions or remuneration and other benefits paid to directors, their relatives, key managerial personnel etc. are given as per requirements of AS 18.

Details Of Loans, Guarantees And Investments U/S 186 Of The Companies Act, 2013

During the year under review the Company has not made any inter corporate loans, investments, given any corporate guarantee to any other body corporate, subsidiary, associate or any other Company.

AUDITORS Statutory Auditors

M/s. Jain Chhajed & Associates, Chartered Accountants, an Auditors firm was appointed as Statutory auditors of the Company, for the second term of five consecutive years at the 6th Annual General Meeting held on Thursday, June 3, 2021. As per Rule 6(3) of the Companies (Audit and Auditors) Rules 2014, they are eligible to continue as the statutory auditors. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statement referred to in the Auditors'' Report are selfexplanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with rules made thereunder, the Board of Directors has appointed M/s Vishal Thawani & Associates, Practicing Company Secretaries, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2022-23. The report submitted by the Secretarial Auditor in Form MR-3 is attached to this report as Annexure - 3. The Secretarial Auditor Report does not contain any qualification, reservation or adverse remark.

Cost Auditors

In terms of the provisions of Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors had, on the recommendation of the Audit Committee, appointed KPMSS & Associates, Cost Accountants, Nashik, as the Cost Auditors, to conduct the cost audit for the financial year ended March 31, 2023.

As required under the Act, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their ratification. Accordingly, a resolution seeking members'' ratification for the remuneration payable to Cost Auditors, forms part of the Notice convening the Annual General Meeting.

Internal Auditors

In terms of the provisions of Section 138 of the Act read with Companies (Account) Rules, 2014, the Company has appointed M/s Pooja M. Kulkarni & Co., Chartered Accountants, Nashik as the internal auditors.

Reporting Of Frauds By Auditors

During the year under review, none of the auditors, viz., statutory auditors, cost auditors, and secretarial auditors, have reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s Report.

Extract Of Annual Return

The Annual Return of the Company as on March 31, 2023 will be available on the website of the Company at www.voepl.com.

Management Discussion And Analysis Report

Management Discussion and Analysis Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations; 2015 forms part this Directors'' Report is attached as Annexure - 4.

Corporate Governance

Corporate Governance Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Directors'' Report.

During the year under review, your Company has complied with the applicable Secretarial Standards.

Insurance

The Fixed Assets and Stocks of your Company are adequately insured.

Risk Management And Internal Control System

Your Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your Company has adopted proper system of Internal Control and Risk Management to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported properly.

Corporate Social Responsibility (CSR) Initiatives

During the year, the Company has not constituted the CSR Committee due to nonapplicability of the provisions of sub-section (1) of Section 135 of the Companies Act, 2013.

Provisions of Section 135(1) of the Companies Act, 2013 are applicable for the financial year 2023-24 therefore Company has constituted CSR Committee and framed CSR Policy and approved by the board on May 29, 2023. Board of directors is in the process of identifying the areas where CSR amount to be spent.

Prevention of Sexual Harassment of Women At Workplace

The Company is committed to provide a safe and conducive work environment to its employees. As per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made there under, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal for complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

Green Initiative

Your Company has implemented the âGreen Initiativeâ to enable electronic delivery of notice/documents/ annual reports to shareholders. For members, who have not registered their e-mail addresses, please update your e-mail ids with your respective Depository Participants and/or with the Company.

Socially Responsible Practices

Some of the socially responsible practices adopted by the Company are as follows:

â¢ In the area of skill development, Company employs around 200 apprentices every year under the NEEM and NAPS schemes of the Central Government.

â¢ The company has partnered with local ITIs for skill development and training of students.

Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, hereby confirm that:

a) in the preparation of the annual financial statements for the financial year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the directors have selected such accounting policies have been selected and applied them consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and of the loss of the Company for the year ended on that date;

c) the directors have taken proper and sufficient care has been taken 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;

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

e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

f) the directors have advised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Acknowledgements

Your Directors place on record their sincere appreciation for the valuable support and co-operation received from Government of India and regulatory authorities, financial institutions and banks associated with the Company during the year. Your Directors thank all shareholders, esteemed customers, suppliers and business associates for their faith, trust and confidence reposed in the Company.

Your Directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels.

The Directors look forward to your continuing support.

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