Virtuoso Optoelectronics Ltd Directors Report

Dear Member(s),

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 ‘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 j	ear 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.

DIVIDEND

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

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

The details ESOP granted under “VOEPL Employee Stock Option Plan- 2023” (“ESOP 2023” 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:

1

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. Saiid 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 ‘EPS (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

is Particular

Tranches 1

Tranches 2

Tranches 3

Tranches 4 1

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 April 1, 2025 till the date

FY 25

FY 24

FY 23

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 Applicab

le

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 wholetime 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 o

ptions exercised, henc

e 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 “VOEPL Employee Stock Option Plan- 2023” (“ESOP 2023” 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 of

)tions exercised, henc

e 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 “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.

COMMITTEES OF THE BOARD

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

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

Voluntary Committee

• Management Committee

A detailed update on the composition, number of meetings, attendance and terms of reference of aforesaid Committees are provided in the section “Committees of the Board” of “Report of the Directors on Corporate Governance.”

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 (“Listing Regulations”) that:

• 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;

• 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;

• 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. Ilia 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 Directors Report as Annexure - II.

HEALTH, SAFETY AND ENVIRONMENT

Safety and occupational health responsibilities are integral to your Companys 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 Companys 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 arms 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 • 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 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 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

• 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 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, 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 Boards 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 Directors 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 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.

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

Companys website and link for the same is https://www.voepl.com/companv-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 subsection (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 ‘Skill Training 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.

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:

• 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;

• 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;

• 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;

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

• 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;

• 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.

FORM AOC- 1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries or associate companies or Joint ventures

Name of the subsidiary	y YLP Solutions Pvt Ltd		Virtuoso Polymers Pvt Ltd
Date of Incorporation		24/06/2014	29/07/2024
Reporting period for the subsidiary concerned, if different from the holding companys reporting period.		April 01, 2024 to March 31, 2025	April 01, 2024 to March 31, 2025
Reporting currency and Exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries.		NA	NA
Share capital		Authorized: Rs. 2,00,000/- Paid up: Rs. 2,00,000/-	Authorized: Rs. 50,00,000/- Paidup:Rs. 10,00,000/-
Reserves and surplus		Rs. 15.92 Lakh	Rs. -12.08 Lakh
Total assets		Rs. 68.85 Lakh	Rs. 973.04 Lakh
Total Liabilities		Rs. 50.93 Lakh	Rs.970.96 Lakh
Investments		0.00	0.00
Turnover		Rs. 88.99 Lakh	Rs. 31.18 Lakh
Profit before taxation		Rs. 9.41 Lakh	Rs. 1.60 Lakh
Provision for taxation		Rs. 2.36 Lakh	Rs. 13.69 Lakh
Profit after taxation		Rs. 7.05 Lakh	Rs. -12.08 Lakh
Proposed Dividend		0.00	0.00
Extent of shareholding (in percentage)		0.00	0.00

• Names of subsidiaries which are yet to commence operations: Virtuoso Compressors Pvt Ltd (Date of incorporation: 29/04/2025)

• Names of subsidiaries which have been liquidated or sold during the year: No such instance during the year

ANNEXURE I - REPORT ON CSR ACTIVITIES/ INITIATIVES

[Pursuant to Section 135 of the Companies Act, 2013 & Rules made thereunder]

1. Brief outline on CSR Policy of the Company:

Your Company recognizes the importance of good corporate governance and corporate social responsibility in promoting and strengthening the trust of its shareholders and other stakeholders. The CSR Policy is guided by the Companys corporate vision and committed towards improving the quality of lives of people in communities in which it operates because; the society is an essential stakeholder and the purpose of its existence. The company believes that giving back to the society through CSR activities is its moral duty.

2. Composition of CSR Committee:

Sr. No.	Name of the Director	Designation	No. CSR Meetings	No. of Meeting attended
1	Mr. Sukrit Bharati	Chairperson	2	2
2	Ms. Drashti Solanki	Member	2	2
3	Mr. Abhinav Mahaian	Member	2	2
4	Ms. Ilia Bhat*	Member	2	2

*Ms. Ilia Bhat was appointed as member of the Committee w.e.f. April 29, 2024.

3. Provide the web-link(s) where Composition of CSR Committee, CSR Policy and CSR Projects approved by the board are disclosed on the website of the company:

https://drive.google.eom/file/d/lUNcKI7Pv7zpudZhRWmEMWNFe-SPi6rMw/view

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable

Not applicable

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any

Sr. No.	Financial Year	Amount available for set-off from preceding financial years (in Rs)	Amount required to be setoff for the financial year, if any (in Rs)
Not applicable

6. Average net profit of the company as per sub-section (5) of section 135. (Calculated as per section 198 of the Companies Act, 2013)

Financial Year	Profit before tax	Average of 3 years
2021-22	Rs. 5,73,05,911.41	Rs. 10, 44,22,305.00
2022-23	Rs. 11,29,09,426.28
2023-24	Rs. 14,30,18,577.43

Two percent of average net profit of the company as per sub-section (5) of section 135: Rs 10,44,22,305* 2/100 = Rs. 20,88,266/- (Rupees Twenty Lakh Eighty-Eight Thousand Two Hundred Sixty-Six only)

Surplus arising out of the CSR Projects or programs or activities of the previous financial years: Nil

Amount required to be set-off for the financial year, if any: Nil Total CSR obligation for the financial year [(b)+(c)-(d)]: Rs. 20,88,266/-

7. Details

a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): Rs. 20,88,266/- (Rupees Twenty Lakh Eighty-Eight Thousand Two Hundred Sixty-Six only)

b) Amount spent in Administrative Overheads: Nil

c) Amount spent on Impact Assessment, if applicable. - Nil.

d) Total amount spent for the Financial Year [(a)+(b)+(c)]: Rs. 20,88,266/- (Rupees Twenty Lakh Eighty-Eight Thousand Two Hundred Sixty-Six only)

8. Details

a) CSR amount spent or unspent for the Financial Year:

	Amount unspent (in Rs.) j
Total Amount Spent for the Financial Year	Total Amount transferred to Unspent CSR Account as per subsection (6) of section 135		Amount transferred to any fund specified under Schedule VII as per second proviso to sub-section (5) of section 135
(in Rs.)	Amount	Date of Transfer	Name of the Fund	Amount	Date of Transfer
20,88,266/-	NIL	NIL	NIL	NIL	NIL

b) CSR amount spent or unspent for the Financial Year:

s. N.	Name of the Project	Item from the list of activities in Schedule VII to the Act	Local area (Yes/No)	Location of the project	Project duration	Amount allocated for the project (in Rs.)	Amount spent hi the current financial Year (in Rs.)	Amount transferred to Unspent CSR Account for the project as per Section 135(6) (in Rs.)	Mode of Implementation - Direct (Yes/No)	Mode of Implementation - Through Implementing Agency
1	Govt Apprenticeship Schemes		Yes	Nasliik	1 year	20.88.266/-	20.88.266/-		Yes	No

c) Details of CSR amount spent against other than ongoing projects for the financial year

S. N.	Name of the Project	Item from the list of activities in Schedule VII to the Act	Local area (Yes/No)	Location of the project State/District	Amount spent for the project (in Rs.)	Mode of Implementation Direct (Yes/No)	Mode of Implementation Through Implementing Agency Name of the Agency CSR - RN

d) Excess amount for set-off, if any:

Sr. No.	Profit Before Tax	Amount (In Rs.)
i	Two percent of average net profit of the company as per sub-section (5) of section 135	NIL
ii	Total amount spent for the Financial Year	NIL
iii	Excess amount spent for the Financial Year "(ii)-(i)l	NIL
iv	Surplus arising out of the CSR projects or programs or activities of the previous Financial Years, if any	NIL

 

V

Amount available for set off in succeeding Financial Years T(iii)-(iv)l

NIL

9. Details

a) Details of Unspent Corporate Social Responsibility amount for the preceding three Financial

S.N.	Preceding Financial Year(s)	Amount transferred to Unspent CSR Account	Balance Amount in Unspent CSR Account under	Amount Spent in the Financial	Amount transferred to a Fund as specified under Schedule VII as per second proviso to sub- section (5) of section 135, if any			Amount remaining to be spent in succeeding
		under subsection (6) of section 135 (in Rs.)	subsection (6) of section 135 (in Rs.)	Year (in Rs)	Name of the Fund	Amount (in Rs.)	Date of transfer	Financial Years (in Rs)

b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

Project No	Project Name	Financial Year in which the project was commenced.	Project duration	Total amount allocated for the project (in Rs.).	Amount spent on the project in the reporting Financial Year (in Rs).	Cumulative amount spent at the end of reporting Financial Year, (in Rs.)	Status of the project - Completed / Ongoing.

10. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No

If Yes, enter the number of Capital assets created/ acquired - Not Applicable

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

	Short particulars of the property or	Pin code of		Amount	Details of entity of Authority/ beneficiary of the registered owner
SN	asset(s) [including complete address and location of the property	property or asset(s)	Date of creation	of CSR amount spent	CSR Registration Number if applicable	Name	Registered address

(All the fields should be captured as appearing in the revenue record, flat no, house no. Municipal Office/Municipal Corporation/ Gram panchayat are to be specified and also the area of the immovable property as well as boundaries)

11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per sub- section (5) of section 135: Not Applicable

ANNEXURE - II TO DIRECTORS REPORT

INFORMATION ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO REQUIRED IN TERMS OF SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014

A. CONSERVATION OF ENERGY

i. STEPS INITIATED OR IMPACT ON THE CONSERVATION OF ENERGY:

The Company is primarily engaged in business of manufacturing of high-volume production of Electronics Manufacturing Services (EMS) and consumer products. The Company manufacturing consumer durable goods and assemble a wide array of products and provide end-to-end product solutions. Company also serves under both original equipment manufacturing (OEMs) and Original Design Manufacturers (ODMs) business model. The Company has no particulars to report regarding conservation of energy as required under Section 134 of the Companies Act, 2013 and Rules made thereunder.

ii. STEPS TAKEN BY THE COMPANY FOR UTILISING ALTERNATE SOURCES OF ENERGY

To reduce indirect energy consumption in FY 2024-25, your Company had undertaken several efforts including improving the operating efficiency of industrial machinery. Also, your Company is installing state of-the-art equipment and upgrading older ones to make them more energy efficient.

Some of the other conservative measures, which your Company has already implemented, are:

a) Rain water harvesting at one plant at Satpur, Nashik.

b) Optimum usage of Air Conditioners throughout its premises by ensuring that there is no cool air leakage.

c) Optimum utilization of electric appliances during non-peak hours and on weekends.

d) Installation of sun film to dissipate heat

e) Usage of LED lights for all its lighting solution

iii. CAPITAL INVESTMENT ON ENERGY CONSERVATION EQUIPMENT:

In the ensuing years, your Company has installed roof-top solar power plant for 3 plants at Nashik.

B. RESEARCH AND DEVELOPMENT & TECHNOLOGY ABSORPTION

• Efforts Made Towards Technology Absorption: Your company has implemented the Green Initiative to enable electronic delivery of notice/documents/annual reports to shareholders. Electronic copies of the Annual Report for the FY-2024-25 and notice of the 10^th Annual General Meeting were sent to all members whose e-mail addresses are registered with the Company/Depository Participant(s) as on the record date.

• Outcome and benefits: As we have done backward as well as forward integration which has decreased our costs and helped us to capture A Category customers. This increased our profit margins and reputation in the market.

• INFORMATION REGARDING IMPORTED TECHNOLOGY (IMPORTED DURING LAST 3 YEARS): The Company has not imported technology during the last three years and therefore details including the details of technology imported, the year of import, whether the technology been fully absorbed and if not fully absorbed, areas where absorption has not taken place, and the reasons thereof are not applicable.

• EXPENDITURE INCURRED ON R & D: During the year under review, Company has incurred Rs. 8.34 Cr. on Research and Development

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year under review, the total foreign exchange expenditure amounted to Rs. 7371.44 Lakhs (which includes Rs.4253.38 Lakhs for the import of raw materials and components of Rs. 3118.06 Lakh towards expenditure in foreign currency. The Company did not earn any foreign exchange.

ANNEXURE III TO THE DIRECTORS REPORT

[Pursuant to Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

1. The ratio of the remuneration of each Director to the median remuneration* of the Employees of the Company for the financial year

* For calculating median remuneration workman trainees are not included.

(Explanation (i) the expression "median" means the numerical value separating the higher half of a population from the lower half and the median of a finite list of numbers may be found by arranging all the observations from lowest value to highest value and picking the middle one; (ii) if there is an even number of observations, the median shall be the average of the two middle values).

The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary, or Manager, if any, in the financial year:

• Remuneration paid to directors is within the overall limits approved by the shareholders of the Company.

• The ratio of remuneration MD, CFO and CS to the Median Remuneration of all employees who were on the payroll of the Company and the percentage increase in their remuneration during the financial year 2024-25 are given below:

Name & Designation	Ratio to median	Percentage Increase in Remuneration
Mr. Sukrit Bharati (Managing Director)	6	NIL
Mrs. Ziral Soni (Independent Director)	NA	NA
Ms. Drashti Solanki (Independent Director)	NA	NA
Mr. Vishrut Bharati (Non-Executive Non-Independent Director)	NA	NA
Mr. Abhinav Mahajan (Executive Director)	3	NIL
Mr. Sajid Shaikh (Chief Financial Officer)	6.33	17.15%
Ms. Vibhuti Kulkarni (Company Secretary & Compliance Officer)	0.83	NIL

* Ms. Ila S Bhat (DIN: 10605053), was appointed w.e.f. April 29, 2024 as an independent director.

Number of permanent employees

The Company had 274 employees as of March 31, 2025.

Percentage increase in the median remuneration of employees in FY25

The percentage increase in the median remuneration of employees in FY25 stood at 61.36%.

Average percentile increase already made in the salaries of employees other than the managerial personnel in the lastfinancial year and its comparison with the percentile increase in the managerial remuneration and Justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average percentage increase in the salaries of employees other than the managerial personnel in the last financial year is 10%, as against increase of 17.15 % in salary of the Key Managerial Personnel. The increment given to each individual employee is based on the Employees Performance and also Benchmarked against a comparable basket of relevant Companies in India.

2. Affirmation that the remuneration is as per the Remuneration Policy of the Company

It is affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other employees, adopted by the Company.

Annexure IV to the Annual Report

Form No. MR-3

Secretarial Audit Report

For the Financial Year ended March 31, 2025

[Pursuant to Section 204( 1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Personnel) Rules, 2014]

To,

The Members

Virtuoso Optoelectronics Limited

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Virtuoso Optoelectronics Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliance and expressing my opinion thereon.

Based on my verification of books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives in the conduct of secretarial audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31^st March, 2025, generally complied with the statutory provisions listed here under and also that the Company has proper Board-processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2025 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRAj and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Actj: -

a) The Securities and Exchange Board of India Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 and The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time;

d) The Securities and Exchange Board of India (Share Based Employee Benefit) Regulation, 2014 and Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 and Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations 2021; (Not Applicable to the Company during the Audit Period);

1) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; (Not Applicable as the

Company is not registered as Registrar to Issue and Share Transfer Agent during the financial year under review).

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 and Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 202 1 (Not Applicable to the Company during the Audit Period); and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 and The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018, as applicable (Not Applicable to the Company during the Audit Period).

i)

Laws specifically applicable to the industry to which the Company belongs, as identified by the management, that is to say:

1. The Factories Act, 1948;

2. The Payment of Wages Act, 1936

3. The Minimum Wages Act, 1948

4. Employees Provident Fund and Misc. Provisions Act, 1952

5. Employers State Insurance Act, 1948;

6. The Environment (Protection) Act, 1986;

7. The Payment of Bonus Act, 1965;

8. Maternity Benefits Act, 1961

9. Payment of Gratuity Act, 1972

10. Maharashtra Labour Welfare Fund Act, 1953

11. Industrial Employment Standing Orders Act, 1946

12. Contract Labour (Regulation 8s Abolition) Act, 1970

13. Industrial Dispute Act, 1947.

14. Employees Compensation Act, 1923

15. E-Waste (Management) Rules, 2022

16. The Apprentices Act, 1961

I have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards issued by The Institute of Company Secretaries of India.

b) The Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to filing of certain e-forms with additional fees.

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

As per the minutes, the decisions at the Board Meetings were taken unanimously. I further report that based on review of compliance mechanism established by the Company and on the basis of the Compliance Certificate(s) issued by the Company and taken on record by the Board of Directors at their meeting(s), we are of the opinion that there are adequate systems and processes in place in the Company which is commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines;

I further report that

• The company has made allotment of 3,500,100 Equity Shares on March 02, 2024 issued through a preferential issue and has submitted an application for their listing and trading on BSE Limited, which is still pending for approval.

• The Company has also made allotment of 31,50,000 Equity Shares upon conversion of warrants on March 01, 2025 issued through a preferential issue and has submitted an application for their listing and trading on BSE Limited, which is also pending for approval.

• Accordingly, the credit of Equity Shares from CDSL and NSDL is also pending and hence Shares are not tradable on Stock Exchange.

ANNEXURE-A

Secretarial Audit Report

To,

The Members

Virtuoso Optoelectronics Limited

Managements Responsibility:

It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.

Auditors Responsibility:

Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by the Company with respect to secretarial compliances. We believe that audit evidence and information obtained from the Companys management is adequate and appropriate for us to provide a basis for our opinion. Wherever required, we have obtained the managements representation about the compliance of laws, rules and regulations and happening of events etc.

Disclaimer:

The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.

We have not verified the correctness and appropriateness of financial records and books of account of the Company.

The relevant records have been examined through or received by electronic mode and physical records were not inspected. However, necessary confirmation for the authenticity of the records received has been provided by the Company.