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Virtuoso Optoelectronics Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 1209.04 Cr. P/BV 6.07 Book Value (Rs.) 67.55
52 Week High/Low (Rs.) 690/393 FV/ML 10/250 P/E(X) 85.81
Bookclosure 29/09/2023 EPS (Rs.) 4.78 Div Yield (%) 0.00
Year End :2025-03 

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

Particulars

For the year ended

March 31, 2025

March 31, 2024

Revenue From operations

69,720.07

53,108.41

Other Income

504.17

122.01

Total Income

70,224.23

53,230.42

Total Expenses

67,720.92

51,800.23

Profit/Loss before Exceptional Items and Tax

2,503.31

1,430.19

Add/(Less): Exceptional Items

-

-

Profit before Tax

2,503.31

1,430.19

Tax Expense

438.00

250.00

Profit after Tax

2065.31

417.46

Deferred Tax

652.27

167.45

Profit for the year

1413.04

1,012.73

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

OPERATIONAL OVERVIEW

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

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

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

RESERVES

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

SHARE CAPITAL STRUCTURE

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

As on 31st 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

l

The total number of
Equity Shares arising as
a result of full exercise
of granted options
(including options that
have been exercised)

Nil

Employee wise details of options granted to:

Key managerial
personnel:

Mr. Sajid Shaikh

20,000

20,000

20,000

20,000

Senior management personnel:

Mr. Nitin Shewale

20,000

20,000

20,000

20,000

Details

Particulars

From April 1, 2025
till the date

FY 25

FY 2

4 FY 23

Any other employee
who receives a grant in
any one year of options
amounting to 5% or more
of the options granted
during the year

Nil

Identified employees
who were granted options
during any one year equal
to or exceeding 1% of the
issued capital (excluding
outstanding warrants
and conversions) of our
Company at the time of
grant

Nil

Lock-in period

NA

Fully diluted EPS on a
pre-Offer basis pursuant
to the issue of Equity
Shares on exercise of
options calculated in
accordance with the
applicable accounting
standard on ‘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

Particular

Tranches 1

Tranches 2

Tranches 3

Tranches 4

Valuation date

August 10, 2023

August 10,
2023

August 10,
2023

August 10,
2023

Volatility (S)

25%

25%

25%

25%

Risk free rate

7.17%

7.16%

7.19%

7.19%

Time to Expiration
(T)

4.5 years

5.5 years

6.5 years

7.5 years

Details

Particulars

From 2025 FY 25 FY 24 FY 23
till the date

Impact on the profits
and on the Earnings
per Equity Share of
the last three years if
the accounting policies
specified in the SEBI
SBEB Regulations had
been followed, in respect
of options granted in the
last three years

Not Applicable

Where our Company has
calculated the employee
compensation cost
using the intrinsic value
of the stock options,
the difference, if any,
between employee
compensation cost
so computed and the
employee compensation
calculated on the basis
of fair value of the stock
options and the impact
of this difference, on the
profits of our Company
and on the Earnings
per Equity Share of our
Company

Yes

Intention of the Key
Managerial Personnel,
Senior Management
Personnel and 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

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 options exercised, hence not applicable

INVESTOR EDUCATION AND PROTECTION FUND

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

MEETINGS OF THE BOARD

The details on the number of board meetings held are provided in the “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. Illa Bhat (DIN: 10605053) was appointed as additional director (Non-Executive
Independent) of the Company w.e.f. April 29, 2024. Appointment of Ms. Bhat shall was approved by shareholders
Extra Ordinary Meeting held on July 24, 2024.

2. Appointment of Director retire by rotation

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

3. Key Managerial Personnel:

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

1. Mr. Sukrit Bharati - Managing Director

2. Mr. Sajid Shaikh - Chief Financial Officer

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

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

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

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

HEALTH, SAFETY AND ENVIRONMENT

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

BOARD 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 Company’s 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 arm’s length basis.
There were no materially significant transactions with related parties during the financial year which were in
conflict with the interest of the Company. Accordingly, information in form AOC-2 is not annexed.

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

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 6th 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 au¬
ditors, have reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud com¬
mitted against the Company by its officers or employees, the details of which would need to be mentioned in
the Board’s Report.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 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 com¬
plied with the applicable Secretarial Standards.

INSURANCE

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

RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

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

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

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

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

MATERIAL SUBSIDIARIES

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

During the year, the company has constituted the CSR Committee due to applicability of the provisions 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. 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.

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.

Sd/- Sd/-

Place: Nashik Mr. Sukrit Bharati Mr. Abhinav Mahajan

Date: 14.08.2025 Chairman & Managing Director Executive Director

DIN: 03638084 DIN: 06926238


 
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