Your directors take immense pleasure in presenting the 8th Annual Report on the business and operations of your Company along with its Audited Financial Statements for the year ended on 31st March, 2023.

Financial Summary

The financial statements of the 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:

There have been no material changes and commitments affecting the financial position of the 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 range of air conditioning and lighting products. It fulfils the lighting & air-conditioning requirements of a large number of corporate customers. The 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 the Company.

Revenue from operations for the current financial year grew 69% to f 33,807.21 lakhs as compared to f 20,028.20 lakhs in the previous financial year. Net profit for the current financial year grew 2.3% to f 776.71 lakhs as compared to f 394.01 lakhs in the last financial year. Company has performed exceedingly well and generated record revenue and profits.

Furthermore, your Company received approvals under the Electronic Policy scheme of GOI for manufacturing of Air Conditioners and LED Lighting, for FY 21-22 which is likely to redefine your Company's revenue model.

Dividend

In view of the planned business growth, your directors estimate it proper 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, 2023.

Reserves

The amount of profit of f 776.71 lakhs is transferred to the Reserve and Surplus Account for the year under review.

New Acquisitions

As part of its commitment towards transparency and streamlining activities, your Company has acquired a majority stake in YLP Solutions Private Limited ("YLP"), a group Company with annual project & online trading sales of f 72 lakhs in FY 22-23. This acquisition will allow VOEPL to establish YLP as a subsidiary at a nominal cost of approx. f 3.10 lakhs. YLP is principally engaged in the business of online sales and services of lighting and other electrical products.

Pursuant to Share Purchase Agreement dated 29th May, 2023 between your Company and YLP effective 29th May, 2023 your Company holds 51% of the shareholding of YLP, thus making it Subsidiary of your Company.

Provisions relating to consolidation of financial statements are not applicable on the Company during the financial year 2022-23.

Share Capital Structure

There has been no increase / decrease in the Authorised Share Capital of your Company during the year under review. The Issued, Subscribed and Paid-up equity share capital as on 31st March, 2023 was f 22,83,86,560/- (divided into 2,28,38,656 equity shares of f 10/- each.)

Funds Raised During The Year

Initial Public Offering (IPO) - During the year Company has come up with Initial Public Offer by issuing 54,00,000 equity shares having face value of f 10/- each at a premium of f 46/- per share. The total issue was subscribed by 96.91 times of its existing issue size. Retail Investors portion subscribed to 80.95 times and others portion subscribed to 112.87 times. Equity shares were allotted to successful applicants on September 12, 2022 and listed on BSE - SME Exchange on September 15, 2022 with huge volumes. Your Company's IPO was one of the most successful IPO during the financial year 2022-23.

Preferential Issue - Preferential issue was approved for fresh issue of 24,56,140 equity shares having face value of f 10/- each at a premium of f 132.50/- per share at the Board Meeting held on January 30, 2023 and with special resolution at the Extra Ordinary General Meeting held on February 24, 2023. In-principle approval received from BSE Limited on February 8, 2023.

The Company has allotted equity shares on March 1, 2023. Listing approval of equity share to the SME platform of BSE Limited received on March 9, 2023. Trading approval of equity shares to the BSE Stock Exchange received on March 17, 2023, and finally the equity shares got listed on BSE - SME exchange with effect from March 20, 2023.

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 Borad 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 which will be granted at the price and terms as per the proposal by NRC committee and subject to the approval from the board of directors from time to time. Company has received In-principle approval from the BSE Limited for its ESOP Plan.

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 met 22 times during the financial year. The details of attendance at the board/committee 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.

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

A. Audit Committee

B. Nomination and Remuneration Committee

C. Stakeholders' Relationship Committee

D. Management/Executive Committee

E. Corporate Social Responsibility 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 “Corporate Governance Report”

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.

Declaration By Independent Directors

Necessary declarations from each Independent Director of the Company are received, confirming that he/she met with the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1 )(b) of the Listing Regulations, 2015.

Board Evaluation

As per the provisions of the Companies Act, 2013 and Listing Regulations 2015, 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.

Changes In Key Managerial Personnel

During the Financial year 2022-23,

1. Mrs. Renuka Kulkarni, Company Secretary & Compliance Officer of the Company has resigned w.e.f. December 29, 2022.

2. Mr. Hariom Kushawaha, is appointed as Company Secretary & Compliance Officer of the Company w.e.f. December 30, 2022.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

As required under Section 134 (3) (m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, are set out in the annexure to the Directors' Report as Annexure - 1.

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 Of Directors, Its Committees And Meetings Thereof

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 reappointment for directorship of the Company.

Mrs. Komal Kotecha, (DIN: 09141355) has resigned as an Independent Director w.e.f. May 29, 2023.

Mr. Abhinav Mahajan (DIN: 06926238) has resigned as Independent Director w.e.f. January 30, 2023. Mr. Abhinav Mahajan (DIN: 06926238) was, on recommendation of Nomination and Remuneration Committee, appointed by the Board of Directors as an additional director (Executive) under section 161 of the Companies Act, 2013 w.e.f. May 29, 2023, he shall hold office up to the date of ensuing Annual General Meeting. The Company has received recommendations from nomination and remuneration committee proposing his candidature for appointment as a director. He is proposed to be appointed as a Director (Executive) by changing his designation from Additional (Executive).

Ms. Drashti Laxmikant Solanki (DIN: 10136197) on recommendation of Nomination and Remuneration Committee, appointed by the Board of Director as additional director (Non-Executive, Independent) under section 161 of the Companies Act, 2013 w.e.f. May 29, 2023, she shall hold office upto the date of ensuing Annual General Meeting. The Company has received recommendations from nomination and remuneration committee for appointment as Independent Director by changing her designation. She is proposed to be appointed as an Independent Director for a period of five years i.e. to hold office upto May 28, 2028.

Mrs. Ziral kumar Soni (DIN: 09213763) on recommendation of Nomination and Remuneration Committee, appointed by the Board of Director as additional director (Non-Executive, Independent) under section 161 of the Companies Act, 2013 w.e.f. January 31, 2023, she shall hold office upto the date of ensuing Annual General Meeting. The Company has received recommendations from nomination and remuneration committee for appointment as Independent Director. She is proposed to be appointed as an Independent Director for a period of five years i.e. to hold office upto January 30, 2028 and was appointed at the Extra Ordinary General Meeting held on February 24, 2023, by changing designation from Additional Director (Non-Executive Independent).

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 Section164 of the Companies Act, 2013.

Details of policy of appointment and remuneration of directors have been provided in the Corporate Governance Report.

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-2 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 such information. However, the said information is available for inspection by the 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.

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 conflicted 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 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.

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.

Details Of Loans, Guarantees And Investments U/S 186 Of The Companies Act, 2013

During the year under review the Company has not made any inter corporate loans, investments, given any corporate guarantee to any other body corporate, subsidiary, associate or any other Company.

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, they are eligible to continue as the statutory auditors. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statement referred to in the Auditors' Report are selfexplanatory 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 Vishal Thawani & Associates, Practicing Company Secretaries, as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2022-23. The report submitted by the Secretarial Auditor in Form MR-3 is attached to this report as Annexure - 3. The Secretarial Auditor Report does not contain any qualification, reservation or adverse remark.

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, 2023.

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 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 Board's Report.

Extract Of Annual Return

The Annual Return of the Company as on March 31, 2023 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 - 4.

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.

Corporate Social Responsibility (CSR) Initiatives

During the year, the Company has not constituted the CSR Committee due to nonapplicability of the provisions of sub-section (1) of Section 135 of the Companies Act, 2013.

Provisions of Section 135(1) of the Companies Act, 2013 are applicable for the financial year 2023-24 therefore Company has constituted CSR Committee and framed CSR Policy and approved by the board on May 29, 2023. Board of directors is in the process of identifying the areas where CSR amount to be spent.

Prevention of Sexual Harassment of Women At Workplace

The Company is committed to provide a safe and conducive work environment to its employees. As per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made there under, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal for complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

Green Initiative

Your Company has implemented the “Green Initiative” to enable electronic delivery of notice/documents/ annual reports to shareholders. For members, who have not registered their e-mail addresses, please update your e-mail ids with your respective Depository Participants and/or with the Company.

Socially Responsible Practices

Some of the socially responsible practices adopted by the Company are as follows:

• In the area of skill development, Company employs around 200 apprentices every year under the NEEM and NAPS schemes of the Central Government.

• The company has partnered with local ITIs for skill development and training of students.

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:

a) in the preparation of the annual financial statements for the financial year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) 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 31st March, 2023 and of the loss of the Company for the year ended on that date;

c) 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;

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

e) 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;

f) 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 record 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.