Virtuoso Optoelectronics Ltd Directors Report

Dear Member(s),

Your directors take immense pleasure in presenting the 11 th Annual Report on the business and operations of your Company along with its Audited Financial Statements for the year ended on March 31, 2026.

FINANCIAL SUMMARY

The financial statements of your Company are prepared in accordance with the applicable provisions of the Companies Act, 2013 (the Act ) including Ind AS as specified in Section 133 of the Act, read with the Companies (Accounts) Rules, 2014, and amendments thereof. The financial performance of the Company on aStandalone and Consolidated basis for the financial year ended March 31, 2026, is summarized below:

Consolidated Financial Summary

(in Lakhs)

	For the year ended
Particulars	March 31, 2026	March 31, 2025
Revenue From operations	82,360.46	69,840.15
Other Income	238.90	505.26
Total Income	82,599.36	70,345.41
Total Expenses	80,148.34	68,024.85
Profit/Loss before Exceptional Items and Tax	2,451.02	2,320.56
Add/(Less): Exceptional Items	0	0
Profit	2,451.02	2,320.56
Tax Expense	449.71	441.14
Profit after Tax	2,001.31	1,879.42
Deferred Tax	498.76	651.57
Profit for the year	1,502.53	1,227.84

Standalone Financial Summary

(in Lakhs)

	For the year ended
Particulars	March 31, 2026	March 31, 2025
Revenue From operations	83,481.21	69,720.07
Other Income	351.93	504.44
Total Income	83,833.14	70,224.50
Total Expenses	81,272.38	67,887.09
Profit/Loss before Exceptional Items and Tax	2,560.76	2,337.41
Add/(Less): Exceptional Items	-	-
Profit before Tax	2,560.76	2,337.41
Tax Expense	447.42	438.00
Profit after Tax	2113.34	1,899.41
Deferred Tax	534.64	644.69
Profit for the year	1578.70	1254.73

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 the widest ranges of air conditioning, lightening products, refrigeration, EMS solutions. It fulfills the lightening, air-conditioning, 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.

On standalone basis, revenue from operations for the current financial year grew by Rs 13,761.14 lakhs (19.74%) to Rs 83,481.21 lakhs as compared to Rs 69,720.07 lakhs in the previous financial year. Net profit for the current financial year increased by Rs. 323.98 lakhs (25.82%) to 1578.70 lakhs as compared to Rs. 1254.73 lakhs in the previous financial year.

In accordance with Section 136 of the Companies Act, 2013, the audited financialstatements and every other document referred therein are available on website of the Company i.e. https://www.voepl.com/. These documents are also available for inspection during working hours at the registered office of your Company.

Any member interested in obtaining such document may write to the Company Secretary and the same shall be furnished on request.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of Companies Act, 2013, Regulation 33 of the Listing Regulations, and applicable Accounting Standards, the Audited Consolidated Financial Statements of the Company for the FY 2025-26, together with the Auditors Report, form part of this Annual Report.

CHANGE IN NATURE OF BUSINESS, IF ANY

There has been no change in the nature of business of the Company during the financial year under review. The overall business profile and operational focus of the Company remain unchanged from the previous 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, 2026.

RESERVES

The amount of profit of Rs. 1,516.74 lakhs is transferred to the Reserve and Surplus Account for the year under review.

SHARE CAPITAL STRUCTURE

During the year under review, the Members of the Company, by way of an Ordinary Resolution passed on November 23, 2025, approved the increase in the Authorized Share Capital of the Company from 35,00,00,000 (Rupees Thirty-Five Crore only), comprising 3,50,00,000 Equity Shares of 10/- each, to 75,00,00,000 (Rupees Seventy-Five Crore only), comprising 7,50,00,000 Equity Shares of 10/- each.

Accordingly, as at March 31, 2026, the Authorized Share Capital of the Company stood at 75,00,00,000 (Rupees Seventy-Five Crore only), comprising 7,50,00,000 Equity Shares of 10/- each.

During the year, the Issued, Subscribed and Paid-up Equity Share Capital of the Company increased from 2,94,88,756 Equity Shares to 3,18,33,079 Equity Shares of 10/- each pursuant to the allotment of Equity Shares upon conversion of Convertible Warrants issued on a preferential basis. Such allotments were made on September 23, 2025, November 07, 2025, and February 06, 2026, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

Consequently, as at March 31, 2026, the Issued, Subscribed and Paid-up Equity Share Capital of the Company stood at

31,83,30,790 (Rupees Thirty-One Crore Eighty-Three Lakh Thirty Thousand Seven Hundred Ninety only), comprising 3,18,33,079 Equity Shares of 10/- each.

FUNDS RAISED DURING THE YEAR PREFERENTIAL ISSUE

During the year under review, Company has approved and issued preferential issue of 30,76,923 warrants convertible into equity shares out of which 23,44,323 warrants were converted into equity and 7,32,600 were pending for the conversion. Further, warrant holder converted warrants into equity as follows:

Tranche Date	Number of shares	Face value	Premium	Trading approval date
1 23/09/2025	8,79,121	Rs. 10/-	Rs. 445/-	16/10/2025
2 07/11/2025	5,86,081	Rs. 10/-	Rs. 445/-	08/01/2026
3 06/02/2026	8,79,121	Rs. 10/-	Rs. 445/-	16/03/2026

Note: As on March 31, 2026, out of the total 30,76,923 Convertible Warrants issued by the Company, 23,44,323 warrants had been converted into equity shares, while the remaining 7,32,600 warrants were pending conversion into equity shares.

The shareholders at the Extra Ordinary General Meeting held on July 23, 2025 with requisite majority has approved issue and allotment of preferential issue of warrants convertible into equity shares and your company has received the In-principal approval from BSE Limited on August 21, 2025. Company allotted warrants on August 26, 2025. 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. Details regarding employee stock option plan of the company is available on the website of the Company at https://www.voepl.com/company-policies The details of ESOP granted under VOEPL Employee Stock Option Plan- 2023 (ESOP 2023 or Scheme) are as provided below:

		Details
Particular	Financial Year ended March 31, 2026	Financial Year ended March 31, 2025	Financial Year ended March 31, 2024
Total options outstanding as at the beginning of the period	20,00,000	20,00,000	20,00,000
Total options granted	NIL	NIL	2,59,140
Exercise price of options in Rs. (as on the date of grant options)	NIL	NIL	NIL
Options forfeited / lapsed / cancelled	NIL	NIL	12,820
Variation of terms of options	NA	NA	NA
Money realized by exercise of options during the year / period	NA	NA	NA
Total number of options outstanding in force at the end of period / year	17,53,680	17,53,680	17,53,680
Total options vested (excluding the options that have been exercised)	NIL	NIL	NIL
Options exercised	NIL	NIL	NIL
The total number of Equity Shares arising as a result of full exercise of granted options (including options that have been exercised)	NIL	NIL	NIL
Employee wise details of options granted to:	--	--	--
Senior Management Personnel as defined under Regulation 16(d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;	Details with respect to the grants made to the Seniormanagement personnel and employee(s) who weregranted Options amounting to 5% or more of Optionsgranted during the year, shall be made available to the Members based on a request received by the Company at cs@voepl. com
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	NIL	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	NIL	NIL
Lock-in Period	NA	NA	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 Consolidated / Standalone Audited Financial Statements:

Particulars	Financial Year ended March 31, 2026	Financial Year ended March 31, 2025	Financial Year ended March 31, 2024
Diluted EPS	4.98	4.14	4.38

Description of the pricing formula and method and significant used to estimate the fair value of options granted during the year including, weighted average information, namely, risk-free interest rate, expected life, expected volatility, expected dividends and the price of the underlying share in market at the time of grant of the option

Black- Scholes formula

Particular	Tranches 1	Tranches 2	Tranches 3	Tranches 4
Valuation date	August 10, 2023	August 10, 2023	August 10, 2023	August 10, 2023
Volatility (S)	25%	25%	25%	25%
Risk free rate	7.17%	7.16%	7.19%	7.19%
Time to Ex- piration (T)	4.5 years	5.5 years	6.5 years	7.5 years

		Details
Particular	Financial Year ended March 31, 2026	Financial Year ended March 31, 2025	Financial Year ended March 31, 2024
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	NA	NA	NA
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 profitsof our Company and on the Earnings per Equity Share of our Company	NA	NA	NA
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	Yes	Yes
Intention of the Key Managerial Personnel, Senior Management Personnel and whole-time directors who are holders of Equity Shares allotted on exercise of options granted to sell their Equity Shares within three months after the date of listing of Equity Shares pursuant to the Offer	No options exercised, hence not applicable	No options exercised, hence not applicable	No options exercised, hence not applicable
Intention to sell Equity Shares arising oust of \u201cVOEPL Employee Stock Option Plan- 2023\u201d (\u201cESOP 2023\u201d or Scheme) within three months after the listing of Equity Shares, by Directors, Key Managerial Personnel, Senior Management Personnel and employees having Equity Shares arising out of an employee stock option scheme, amounting to more than 1% of the issued capital (excluding outstanding warrants and conversions) of our Company.	No options exercised, hence not applicable	No options exercised, hence not applicable	No options exercised, hence not applicable

INVESTOR EDUCATION AND PROTECTION FUND

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

MEETINGS OF THE BOARD

The Board of Directors met 12 (Twelve) times during the financial year. Details of meetings are given in the Corporate

Governance Report annexed herewith and 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

During the financial year ended March 31, 2026, the Company has not accepted or renewed any deposits within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Accordingly:

- no deposits remained unpaid or unclaimed as at March 31, 2026;

- there was no default in repayment of deposits or payment of interest thereon during the financial year;

- there were no deposits which were not in compliance with the requirements of Chapter V of the Companies Act, 2013; and

- no amount was required to be transferred to the Deposit Repayment Reserve Account during the financial

The particulars of amounts received by the Company which are not treated as deposits under Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 havebeendisclosed financialstatements and reported in Form the DPT-3, as applicable.

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 certificatewith Data Bank of and they hold valid registration

Independent Directors.

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

BOARD EVALUATION

As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the formal annual evaluation was carried out for the Boards own performance, its Committees & Individual Directors.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members based on the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee (NRC) reviewed the performance of the Individual Directors on the basis of criteria such as the contribution of the Individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, Code of conduct etc. In addition, the Chairman was also evaluated on the key aspect of his role.

In a separate meeting of Independent Directors, performance of non-independent Directors, performance of the board as a whole and performance of the Chairman was evaluated. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and Individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Directors being evaluated.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. Appointment of Director retire by rotation

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

2. Key Managerial Personnel:

In terms of the provisions of Section 203 of the Act, as on March 31, 2026, the Company has the following Key Managerial Personnel:

.1. Mr. Sukrit Bharati – Managing Director

2. Mr. Sajid Shaikh Chief Financial Officer

3. Mr. Prasad Zinjurde Company Secretary and Compliance officer

During the year under review, Ms. Vibhuti Kulkarni resigned from the post of Company Secretary and Compliance

Officer of the Company w.e.f. July 04, 2025. Further, Company has appointed Mr. Prasad Zinjurde as Company Secretary and Compliance Officer w.e.f. August 14, 2025.

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. Safetyoris material 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. transactions

The Company continuously undertakes initiatives to develop and implement safer process technologies, optimized unit operations, and sustainable systems, thereby strengthening its risk management framework and fostering long-term, sustainable value creation for all stakeholders.

Health and safety remain a priority for Companys manufacturing operations. Your Company operate under Process Safety Management systems, supported by regular HAZOP studies, risk assessments, and compliance audits to mitigate operational risks. Regular training programs and emergency response drills promotes a strong safety culture and preparedness across the site. Through governance and continuous improvement, your Company remain committed to the goal of zero harm and safe, responsible operations.

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. During the financial year ended March 31, 2026, none of the Managing Director or Whole-time Directors of the Company received any remuneration or commission from any subsidiary company of the Company, as referred to under Section 197(14) of the Companies Act, 2013.

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 officeof the Company or e-mail to cs@voepl.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS by the Regulators / Courts which would impact the future operations There are no significant / 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 arm s length basis. There were parties during the financial conflict with the no materially significant year which were in 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 https://www.voepl.com/

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

Pursuant to Section 134(3)(g) of the Companies Act, 2013, particulars of loans, guarantees and investments covered under Section 186 of the Act are disclosed in the notes to the standalone financial Annual Report.

During the financial year under review, the Company extended an inter-corporate loan

Virtuoso Polymers Private Limited, wholly owned subsidiary, for the purpose of working-capital requirement.

The Company also provided a corporate guarantee aggregating to 16 crore in favour of DBS Bank to secure the financial facilities availed by Virtuoso Polymers Private Limited, wholly owned subsidiary for Machinery purchase

The aforesaid transactions were entered into after obtaining the requisite approvals. The Board is of the opinion that the loan and guarantee were provided for the principal business activities and legitimate funding requirements of the respective recipient entities and were in the interests of the Company and its subsidiaries.

Except as disclosed above and in the notes to the financial statements, the Company did not grant any other loan, provide any guarantee or security, or make any investment covered under Section 186 of the Companies Act, 2013 during the financial year under review.

AUDITORS

• Statutory Auditors

M/s. Jain Chhajed & Associates, Chartered Accountants, were appointed as the Statutory Auditors of the Company for a second term of five consecutive years at the 6th Annual General Meeting held on Thursday, June 3, 2021. Pursuant to the provisions of Section 139(2) of the Companies Act, 2013 read with Rules 5 and 6 of the Companies (Audit and Auditors) Rules, 2014, M/s. Jain Chhajed & Associates completed their maximum tenure of ten consecutive years as the Statutory Auditors of the Company and were not eligible for re-appointment.

Accordingly, Board of Directors had 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. Further, members of the Company in the AGM held on September 28, 2025 approved the appointment of M/s. SKVM & Co. (FRN 121035W) as Statutory Auditor of the Company.

The Notes to the Financial Statements referred to in the Auditors Report are self-explanatory and, therefore, do not call for any further comments. The Auditors Report for the financial year under review does not contain any qualification, reservation, adverse remark, disclaimer of opinion, or emphasis of matter.

• 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 (COP No.: 23670), Practicing Company

Secretaries, as Secretarial Auditor to conduct Secretarial Audit of the Company for financial year(s) 2025-26 to 2029-30. Further, members of the Company in the AGM held on September 28, 2025 approved the appointment of M/s Prachi Bansal & Associates (COP No.: 23670), Practicing Company Secretaries, as Secretarial Auditor of the Company for the tenure of 5 years as mentioned above.

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.

• Cost Auditors

The maintenance of cost records as specifiedby the Central Government under Section 148(1) of the Companies Act, 2013 is applicable to the Company, and the prescribed cost accounts and records have been duly made and maintained by the Company for the financial year ended March 31, 2026.

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, appointed M/s KPMSS & Associates, Cost Accountants, Nashik, as the Cost Auditors of the Company to conduct the audit of the applicable cost records for the financial year ended March 31, 2026.

The remuneration payable to the Cost Auditors is subject to ratification by the members at the ensuing Annual General Meeting in accordance with the applicable provisions of the Act.

• 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.

The Company maintains internal control systems, well-defined policies and procedures, and an effective internal audit mechanism to safeguard its assets and ensure the accuracy and reliability of its financial records. The absence of any reported fraud during the year indicates Companys effective internal controls, adherence to good governance and reflects the strength of the Company s governance framework, internal controls, and commitment to ethical business practices.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2026 will be available on the website of the Company at https:// www.voepl.com/investors

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

The Company has developed and implemented a Risk Management Policy covering, inter alia, risks relating to fluctuations in raw-material and commodity prices, foreign-exchange exposure, supply-chain disruption, customer concentration, capacity utilisation, changes in the regulatory framework, technological obsolescence, project execution, operational safety, cybersecurity and general economic conditions.Theidentifiedrisks and corresponding mitigation measures are periodically reviewed by the Board of Directors.

In the opinion of the Board, none of the identified risks, either individually or collectively, threatens the existence of the

Company. The Company nevertheless continues to monitor such risks and strengthen its mitigation and internal-control measures.

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 promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. Whistle blower policy of the Company has been uploaded on the website of the Company and can be accessed at https://www.voepl.com/company-policies. Also, the details of the same are explained in the Corporate Governance Report.

CODEOFPRACTICESANDPROCEDURESFORFAIRDISCLOSUREOFUNPUBLISHEDPRICESENSITIVEINFORMATION

Pursuant to the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted (1) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (Fair Disclosure Code) incorporating a policy for determination of Legitimate Purposes as per Regulation 8 and Schedule A to the said regulations and (2) Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons as per Regulation 9 and Schedule B to the said regulations.

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 incorporated 1 subsidiary. Following are the subsidiaries of the Company.

1. YLP Solutions Private Limited

2. Virtuoso Polymers Private Limited

3. Virtuoso Compressors Private Limited

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/company-policies.

During the year under review, no subsidiary of the Company becomes/ceases to be a material subsidiary of the Company. Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments at the level of subsidiaries and joint ventures of your Company are covered in the Management Discussion and Analysis Report, which forms part of this Integrated Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

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

The 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. 33.85 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.

MERGERS AND ACQUISITIONS

During the financial year under review, the Company did not undertake any actual mergers, amalgamations, acquisitions, takeovers, or restructuring transactions. There were no strategic investments resulting in acquisition of control, business transfers, or consolidation of entities except investments in subsidiaries.

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/ certificationon 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 ALONG WITH 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, 2026, 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, 2026 and of the profit 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.

INDUSTRIAL RELATIONS

During the year under review, the Company continued to maintain cordial and harmonious industrial relations across all its units and establishments. The relationship between the Management, workmen, and staff remained positive, constructive, and built on mutual trust and respect. Open communication channels, employee engagement initiatives, and a collaborative work culture contributed to maintaining a stable and productive work environment throughout the year.

DETAILS OF NODAL OFFICER:

In accordance with Rule 7(2A) of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and

Refund) Rules, 2016, the detail of the Nodal Officer of the Company, for the purpose of coordination with Investor

Education and Protection Fund (IEPF) Authority is as under: Name: Mr. Prasad Zinjurde

Designation: Company Secretary and Compliance Officer

Email Id: cs@voepl.com Contact No: +91-7030023357

OTHER DISCLOSURES AND INFORMATION Secretarial Standards:

During the year under review, the Company is in Compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

Annual Listing Fee:

The Company shares are listed with BSE Limited and listing fees was paid to the Stock Exchange.

No One Time Settlement:

There was no instance of one-time settlement with any Bank or Financial Institution.

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.

Place: Nashik
Date: 29 th Aug, 2026

Mr. Sukrit Bharati	Mr. Abhinav
Chairman & Managing Director	Executive Director
DIN: 03638084	DIN: 06926238