(o) Provisions, Contingent Liabilities and Contingent Assets:
The Company recognizes a provision when there is a present obligation (legal or constructive) as a result of a past event and
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation.
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be
confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the
Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be
required to settle the obligation or a reliable estimate of the amount cannot be made.
Contingent assets are neither recognized nor disclosed in the financial statements.
(p) Dividend:
Dividend to the equity shareholders is recognized as a liability in the Company’s financial statements in the period in which the
dividend is approved by the shareholders.
(q) Events after reporting date:
Where events occurring after the balance sheet date provide evidence of conditions that existed at the end of the reporting peri¬
od, the impact of such events is adjusted with the standalone financial statements. Otherwise, events after the balance sheet date
of material size or nature are only disclosed.
(r) Segment Reporting:
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker. The primary operating segment of Company is business segment. Since majority of the assets are located at single place
and are of common nature, management has decided not to bifurcate the same into segment wise assets & liabilities.
The Geographic Segments identified, as Secondary Segment are “Domestic Market” and “Export Market”.
(s) Cash Flow Statement
The Cash Flow statement is prepared by indirect method set out in AS 3 - “Cash Flow Statements” and present cash flows by
operating, investing and financing activities of the Company.
(t) Trade Receivables
A receivable is classified as a ‘trade receivable’ if it is in respect of the amount due on account of goods sold or services rendered
in the normal course of business.
The management is authorized, whenever required, to execute / transfer / assign Company’s right to claim on its trade receiv¬
ables in favor of its trade payables to avoid getting stuck in debt recovery loop and affect its operations, by executing proper
documentation to that effect in favor of its trade payables / creditors. Consequently, amount of trade receivables is reduced to
such extent of debts which are assigned in favor of creditors.
(u) Trade and other payables
These amounts represent liabilities for goods and services provided to the Company prior to the end of financial year which are
unpaid. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after reporting
period. For trade and other payables maturing within one year from the balance sheet date, the carrying amounts approximate
fair value due to the short maturity of these instruments.
The management of the company, whenever required, can execute and transfer its right to claim on its trade receivables in favor
of its trade payables to avoid financial crunch and getting stuck in trade payable payment pressure and affect its operations, by
executing proper documentation to that effect in favor of its trade payables / creditors. Consequently, amount of trade payable
is reduced to such extent of debts which are assigned in their favor.
Employee Stock Options Plan
Expenses related to ESOPs are recognized based on the fair value of options granted to employees over the vesting period. Fair
value is determined using appropriate valuation techniques and is certified by the Registered Valuer.
Management is required to make estimates regarding employee turnover and the likelihood of option exercise. These estimates
are based on historical data, industry trends, and management’s judgment. However, actual employee turnover and option ex¬
ercise may differ from these estimates, leading to adjustments in subsequent periods.
(v) CSR Expenditure
The Company allocates CSR expenditure based on the nature of the initiatives undertaken during the financial year. Expenditure
is categorized and disclosed accordingly to provide transparency on the utilization of resources.
The Company periodically evaluates the impact of its CSR activities to assess their effectiveness in achieving the desired social
and environmental objectives. Key performance indicators are utilized to measure and monitor the outcomes of CSR initiatives.
a) During the previous financial year ended March 31, 2024, the Company had allotted 31,50,000 Equity
Warrants, each convertible into one equity shares of the Company at a price of ^255.10 per warrant
(comprising ^10 face value and ^245.10 as share premium). In accordance with the terms of the issue,
25% of the issue price, i.e., ^63.775 per warrant, was received at the time of allotment, aggregating to
approximately ^20.08 crores.
During the current financial year ended March 31, 2025, the balance 75% of the issue price, i.e., ^191.325
per warrant, was received upon conversion, aggregating to approximately ^ 60.26 crores. Pursuant to the
receipt of the full consideration, all 31,50,000 share warrants have been converted into corresponding
equity shares, thereby resulting in an increase in the paid-up equity share capital of the Company. The
aforesaid allotment was approved by the Board of Directors at its meeting held on March 1, 2025.
b) Pursuant to the allotment of equity shares as referred to in the foregoing point, the paid-up share cap¬
ital of the Company has increased from ^26,33,87,560 (Rupees Twenty-Six Crore Thirty-Three Lakh
Eighty-Seven Thousand Five Hundred Sixty only) to ^29,48,87,560 (Rupees Twenty-Nine Crore Forty-Eight
Lakh Eighty-Seven Thousand Five Hundred Sixty only).
(b) Terms / Rights attached to equity shares
The Company has only one class of equity shares having a face value of Rs. 10/- Per share. Each holder of
equity shares is entitled to one vote per share and dividend in Indian rupees, if proposed by the Board of
Directors, which is subject to the approval of the shareholders in the ensuing Annual General Meeting. The
Board of Directors have not declared dividend for the year ending 31st March, 2025.
In the event of liquidation of the company, the holders of equity shares will be entitled to receive any of the
remaining assets of the company, after distribution of all preferential amounts. The distribution will be in
proportion to the number of equity shares held by the shareholders.
(a) The Company has entered into a transaction for the purchase of land and building located at Plot No. 7,
MIDC, Satpur, Nashik from M/s. Filaments & Filaments. Accordingly, an advance of Rs. 2,418.00 Lakhs
was paid during the financial year 2024-25 towards this acquisition. As the registered sale deed / docu¬
mentation for above property was executed in the subsequent financial year, the advance paid has been
classified under Long Term Capital Advances as at 31st March 2025.
(b) The Company has entered into a transaction for the purchase of land and building located at Gat No. 40
& 41, Mohadi, Nashik from Nikitha Shravan Poddatur. An advance of Rs. 861.00 Lakhs was paid during
the financial year 2024-25 towards this acquisition.
(c) In-case of Virtuoso Polymers Private Limited, the company has agreed to pay Inter-Corporate Deposit
(ICD) of Rs. 15.00 Crores, out of which Rs. 8.80 Crores were paid during the year as per the terms of ICD
agreement dated March 28, 2025. The rate of interest for ICD is charged at 7% p.a. and the repayment
period is 3 years.
The disclosure required as per Accounting Standard 15 "Employees Benefit" issued by the Institute of Char¬
tered Accountants of India (ICAI) and as specified under section 133 of the Companies Act, 2013 read with
rule 7 of the Companies (Accounts) Rules, 2014.
29.1 Defined Benefits Plan
(a) Gratuity Benefits:
Retirement benefits in the form of Gratuity have been valued by an independent actuary as on the Balance
Sheet date. The accrued benefits are projected to the due date and valued prospectively by applying proper
economic and demographic assumptions stated below. The liability is computed on current salary levels pro¬
jected to the probable due date using "Projected Unit Credit (PUC) Method".
The leave obligation covers the Company's liability for earned leave. The entire amount of the provision of
Rs. 4.40 Lakhs (year ended 31/03/2024 - Rs. 4.50 Lakhs) is presented as current, since the company does not
have an unconditional right to defer settlement for these obligations.
29.2 Defined Contribution Plans
(a) Provident Fund:
The Company contribution towards Provident Fund is paid to the Central Government is debited to the state¬
ment of profit and loss. The amount debited to the statement of profit and loss during the year was Rs. 36.12
Lakhs (year ended 31/03/2024 Rs. 26.19 Lakhs).
Footnote:
(a) Contingent Liabilities is towards Custom Duty amount waived under EPCG Scheme, for import of plant
and machinery. This contingent liability may arise in case the company fails to honor the export obliga¬
tion in future.
Note 31: Disclosures under the Micro, Small and Medium Enterprises Development Act, 2006
The information of MSME creditors has been determined to the extent of such parties identified on the basis
of the information available with the Company regarding the status of parties under the MSMED Act and has
been relied upon by the auditors. Company has not made any provision for interest to be paid / payable to
micro and small enterprises during the year.
The Company instituted VOEPL Employees Stock Option Plan-2023 (ESOP 2023) for all eligible employees pur¬
suant to a resolution approved by the shareholders in the Extra-Ordinary General Meeting held on February
24, 2023. The Nomination and Remuneration Committee of the Board of the company administers the ESOP
2023 Plan and grants stock options to eligible employees. The Committee determines which eligible employ¬
ees will receive options, the number of options to be granted, the exercise price, the vesting period and the
exercise period. The vesting period is determined for all options issued on the date of grant. Participation in
the plan is at the board's discretion and no individual has a contractual right to participate in the plan or to
receive any guaranteed benefits.
The company has established VOEPL 2023 Plan with 20,00,000 equity shares. However, the company has
granted 2,59,140 options during the previous FY 2023-24. Out of which, 12,820 options were forfeited during
the year.
The exercise price of the options is Rs.246.30/- per share. The fair value of the share options is estimated at
the grant date using a Black-Scholes Method, taking into account the terms and conditions upon which the
share options were granted. However, the above performance condition is only considered in determining the
number of instruments that will ultimately vest.
The carrying amount of the liability at 31 March, 2025 was Rs. 59.60 Lakhs (31 March, 2024: Rs. 29.80 Lakhs).
The expense recognised for employee services received during the year is shown in the following table:
Footnote:
(a) The company is liable to comply with the requirements of Section 135 of the Companies Act, 2013 from
the financial year 2024-25. The Company is spending its 2% of average net profits as CSR expenditure on
the apprenticeship training.
(b) As per the circular from Ministry of Corporate Affairs, industries/establishments are permitted to utilize
their Corporate Social Responsibility (CSR) funds for Apprentices Training which includes expenditure
on Basic Training and stipend funds payable to apprentices under Apprentices Act, 1961 (as amended in
2014)
Note 36: Segment Reporting
The Company is primarily engaged in the manufacturing, selling and marketing of White Goods. The range of
products manufactured by the company includes Air Conditioners & related components, Lighting and their
components. During the current financial year, the Company has forayed into the manufacturing of deep
freezers, with its new manufacturing facility. The Company also offers Electronics Manufacturing Services
(EMS) and related products to its customers.
The Company has only one operating segment, hence disclosure under AS 17 on Segment Reporting is not
applicable. In the opinion of the management, this is the only segment as per Accounting Standard - 17 on
Segment Reporting issued by the Institute of Chartered Accountants of India.
Note 37: Balance Confirmations
The balances in the accounts of Trade Receivables, Trade Payables, Loans and Advances, Other Current Assets
and Other Current Liabilities are subject to confirmation / reconciliation, if any; the Management does not
expect any significant variance from the reported figures.
Note 38: General Remarks to Financial Statements
(a) The company is registered person under the Goods and Service Tax (GST) Act, 2017. During the year, the
company has availed various input tax credits of GST paid on procurement of goods and services. The compa¬
ny is in the process of reconciliation of such input tax credits with its vendors and the GST returns filed during
the year. Effects of such reconciliation, if any, have not been considered in the books of accounts.
(b) We have applied test check method of vouching regarding purchase, sales, vouchers, expenses, whenever
we found necessary.
(c) Normally the company is regular in payment of all statutory dues. There were no statutory dues outstand¬
ing for more than six months as on 31-03-2025.
(d) We have not physically verified cash in hand and closing stock as on 31-03-2025. Cash balance and quan¬
titative details of stock have been certified by the management and accepted & relied upon by us. Due to the
high volume and nature of business, it is not possible to verify quantitative details of the goods manufactured
and traded by the Company.
(e) There have been no events subsequent to the Balance Sheet date, which require adjustment of, or disclo¬
sure in, the financial statements or notes thereto.
(f) The company has complied with all aspects of contractual agreements that could have a material effect
on the financial statements in the event of non-compliance. To the best of our knowledge there has been no
non-compliance with requirements of regulatory authorities that could have a material effect on the financial
statements in the event of non-compliance.
(h) Previous period figures have been regrouped, re-arranged and re-classified wherever necessary to con¬
form to current period's classification
(i) The financial statements are approved for issue by the Board of Directors in their meeting held on May
30, 2025.
(j) The Company has evaluated subsequent events from the balance sheet date through May 30, 2025, the
date at which the financial statements were available to be issued, and determined that there are no mate¬
rial items to disclose.
Note 39: Other Statutory Information
(a) The Company does not have any Benami property, where any proceeding has been initiated or pending
against the Company for holding any Benami property.
(b) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond
the statutory period.
(c) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year
as well as in the previous financial year.
(d) The Company has not made any contribution to any political party during the current financial year as well
as in the previous financial year.
(e) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), includ¬
ing foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the company (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(f) To the best of our knowledge and representation received from the management, the Company has not
received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the under¬
standing (whether recorded in writing or otherwise) that the Company shall
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
(g) The Company has not any such transaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961
(such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
(h) To the best of our knowledge and representation received from the management, the Company has not
granted any loans or advances in nature of loans to promoters, directors and KMPs either severally or jointly
with any other person during the year ended March 31, 2025.
(i) The Company has not been declared wilful defaulter by any bank, financial institution, government or
government authority.
(j) The Company has not revalued its property, plant and equipment (including right-to-use assets) or intan¬
gible assets during the year ended March 31, 2025.
(k) As per information received from the management, there were no transactions entered with the compa¬
nies which are struck off.
Note 40: Audit Trail
The Company has used the accounting software for maintaining its books of accounts which has a feature of
recording audit trail (edit log) facility and the same has operated throughout the year for all relevant trans¬
actions recorded in the software. Further, there have been no instances of audit trail feature being tampered
with in respect of these accounting software where the audit trail has been enabled. Additionally, the audit
trail of previous year has been preserved as per the statutory requirements for record retention, to the ex¬
tent it was enabled.
Note 41: Backup of Books of Accounts
The Company is maintaining its books of account in electronic mode and these books of account are acces¬
sible in India at all times and the back-up of books of account has been kept in servers physically located in
India on a daily basis.
Note 42: Investment in Subsidiaries
During the year, with an aim to expand business operations and to enter new markets, product lines, etc.
under a separate entity i.e., Virtuoso Polymers Private Limited, a step-down wholly owned subsidiary of the
Company, was incorporated on July 29, 2024. This is second subsidiary company after the YLP Solutions Pri¬
vate Limited.
As per our report attached of even date
For Jain Chhajed & Associates For and on behalf of the Board of Directors of
Chartered Accountants Virtuoso Optoelectronics Limited
ICAI Firm Reg No. 127911W CIN - L74999MH2015PLC268355
Sd/- Sd/- Sd/-
CA Suyash Chhajed Sukrit Bharati Mr. Abhinav Mahajan
Partner Chairman & MD Executive Director
Membership No.121597 DIN: 03638084 DIN: 06926238
Sd/- Sd/-
Sajid Shaikh Vibhuti Kulkarni
Chief Financial Officer Company Secretary
Place: Nashik
Date: May 30, 2025
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