Vdeal System Ltd Directors Report

To,

THE MEMBERS,

VDEAL SYSTEM LIMITED

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) together with the Audited Financial Statements and Auditors Report of your Company for the financialyear 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 financialyear 2024-25 under review compared to the previous financial year is given here-in below:

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

Particulars	F.Y. 2023-24
Revenue from Operations	2,622.48
Other Income	2.60
Total Income	2,625.08
Total Expenses	2,198.73
Profit / (Loss) Before Tax & Exceptional Items	426.35
Less: Exceptional items	-
Profit / (Loss) Before Tax	426.35
Less: Tax Expense
- Current Tax	114.78
- Deferred Tax liability	0.18
-Previous year Taxes	-
Total Tax Expenses	114.97
Net Profit / (Loss) After Tax	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 aftertax (PAT) for the current FY has increased to T. 399.02/- 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 MNC & 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): !EC 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. toT 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 (Industrial loT Solution): 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, Cuttack, 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 System Limited 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 Vdeals 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 Companys future growth and expansion plans.

There are no shares in suspense account duringthe 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 10/- (Rupees Ten) each. The Issued, Subscribed & Paid-up Capital for the Company is T. 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.

During the year, your Company successfully issued and allotted 16,14,000 Equity Shares having a face value of T. 10/- each at a price of 112/- 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 Companys 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 Companys 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 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. During the year under 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 Seven (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 ca pital 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 Companys 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

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 Companys website, viz.,

at the web link .

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.

The Independent Directors met once during the financial year 2024-25, i.e?€ž 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 s 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,

A. Board Meeting

The details of Board Meeting held duringthe Financial Year (2024-25) are:

SI. No.	Date of Board Meeting	Total Number of Directors as on date of meeting	Attendance No. of Directors attended	% of 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-II.

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

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

Audit Committee Meetings were held Three (3) times on 20/08/2024, 14/11/2024 & 28/03/2025 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:

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, 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 (Chairman/Member)	Category
Mr. Pashupati Nath Kundu	Chairman & Member	Independent Director
Mr. Dhiraj Kochar	Member	Managing Director & Chief Executive Officer
Ms. Tapaswini Panda	Member	Whole-Time Director & Chief Financial Officer

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 (Chafrman/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

There were no significant changes in the nature of the Companys business during the period under review. Although, the Company continued its existing business operations during the financial year. In addition, it also explored the Industrial Internet of Things (lloT) by launching its new product under the brand name of XLASH.IO?„?.

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;

in. 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

!n 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 at the web link .

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 March 6, 2025, 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, its 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 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 Companys 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://vdealsystRm.com/ at the web link h ttpsj//ydea Isystem .co m /cod e^po lie ie s/.

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 AnnualGeneralMeetingheld on August 19,2024 and shall hold office until the conclusion of the ensuing Annual General Meeting. Being eligible, they may offer themselves for re-appointment for a period of five years, 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 139 and 141 of the Companies Act, 2013 for the continuation of their term.

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, 2025, appointed M/s. Sunita Jyotirmoy & Associates to undertake the Secretarial Audit of the Company for the Financial Year 2024-25. M/s. Biswajit Mahapatra & 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 I to this Boards Report,

Pursuantto 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 where detailed 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 financialyear 2024-25.

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.

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 Arms Length basis and in the Ordinary Course of Business. No material significant Related Party Transactions (i.e. exceeding 10% of the annual consolidated turnover as perthe last audited financial statement) with Promoters, Directors, Key Managerial Personnel (KMP) and other related parties which may have a potential conflict with the interest of the Company at large, were entered during the year by your Company. The related party transactions entered into by the company during the year under review have been approved by both Audit Committee and the Board. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC- 2 is not applicable. Related party disclosures are given in the notes to the financial statement.

There are no other material changes and commitments during the period under review, affecting the financial position of the Company.

The Company has not accepted any deposits from public falling within the ambit of section 73 and Section 76 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014, Hence, no disclosure is required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

During the period under review the Company has not accepted money in the form of secured/unsecured loan from the director or relative of the director of the Company.

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Management Discussion and Analysis Report is presented in a separate section Annexure-lll forming as part of this Annual Report highlighting the detailed review of operations, performance and future outlook of your Company.

The Equity Shares of the Company are listed on the SME Emerge platform of NSE Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulations (2) of regulation 46 and par as C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply. The Company voluntarily adopted various practices of governance conforming to highest ethical and responsible standards of business and is committed to focus on long term value creation for its shareholders. The Corporate Governance practices followed by the Company is included as part of this Report as Annexure-ll.

The Companys policy on appointment, removal, remuneration and other matters of Directors, Key Managerial Personnel and Senior Management Personnel including its on- board diversity and succession planning as provided in Section 178(3) of the Companies Act, 2013 can be accessed on the Companys website at .

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 employees 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 laydown 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 . 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 Director forms 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 Companys 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 Companys website, . 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 Insider Trading;

?€? 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 on the SME 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 V attached to this report.

The status of the Company being changed from Private Limited to Unlisted Public Company and then to Listed Company, the provision related to followings have been complied by the Company.

?€? 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).

Secretarial Audit is applicable to the Company as the Company listed and cover under the applicability provisions (Annexure-1).

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 th 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 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 peoples 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 India, 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