The Authorized Share Capital of the Company was increased from Rs.26,00,00,000/- (Rupees Twenty Six Crores Only) divided into 2,60,00,000 (Two Crores Sixty Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each to Rs35,00,00,000/- (Rupees Thirty Five Crores only) divided into 3,50,00,000 (Three Crores Fifty Lakhs) Equity Shares of Rs.10/- (Rupees Two Only) each and consequential alteration in the Memorandum of Association of the Company as approved by the shareholders by means of Postal Ballot through electronic means, on February 3, 2024.

(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, 2024.

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.

As per the records of the company, including its register of shareholders / members and other declarations received from the shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

(a) The company has availed term loans / GECL loans from various Banks for the investments in Property, Plant and Equipment. The rate of interest varies from 7.70% p.a. to 9.60% p.a. These loans are secured by way of:

(i) Hypothecation & Exclusive Charge of Plant and Machinery procured out of term loans;

(ii) Pari passu / Second pari passu charge on current assets for both present and future;

(iii) Equitable mortgage of leasehold rights of industrial property bearing Plot No. 7 situated in MIDC Satpur, Nashik owned by M/s Filaments & Filaments;

(iv) Guarantee given by National Credit Guarantee Trustee Company (NCGTC) and extension of charge on current assets for GECL Term Loans;

(v) Equitable mortgage of industrial property bearing No. 203/1 & 205/2 situated in Badasaly Village, Madhya Pradesh owned by M/s Luma Lamp Private Limited

(vi) First Charge / Second pari passu charge on industrial property bearing No. 64-B-l situated in MIDC Satpur Nashik owned by M/s Virtuoso Optoelectronics Limited;

(vii) Unconditional and Irrecoverable Personal Guarantee of Managing Director;

(viii) Corporate Guarantee of Associate Concerns / Property Owners - M/s Filament & Filaments & M/s Luma Lamps Private Limited;

(ix) Lien on Fixed Deposits with the Banks / Financial Institutions;

(x) Hypothecation of Vehicles purchased out of Auto Loan;

(a) The company has availed cash credit loan from the Axis / HDFC & ICICI Banks. As per sanction letter, rate interest is in the range of 9.15% p.a. to 9.60% p.a. and these limits are secured by way of:

(i) Primary Security of hypothecation of Stocks, Book Debts;

(ii) Charge on all existing and future current assets;

(iii) Equitable mortgage of leasehold rights of industrial property bearing on Plot No. 7 situated in MIDC Satpur Nashik owned by M/s Filaments & Filaments;

(iv) Industrial property bearing No. 203/1 & 205/2 situated in Badasaly Village, MP owned by M/s Luma Lamp Private Limited;

(v) Personal / Corporate Guarantee of Directors and Associate Concerns;

(vi) Equitable mortgage of leasehold rights of industrial property bearing on No. F-108 situated in MIDC Satpur, Nashik owned by M/s Reprolite Papers (India) Private Limited;

(vii) Paripassu charge on Industrial property bearing No. 64-B-l situated in MIDC Satpur Nashik owned by M/s Virtuoso Optoelectronics Limited (collateral security).

(b) The company has utilized the borrowings from the Banks for the specific purpose for which the same is taken.

(a) The above figures of Trade Payables are shown as net of advances paid to the local / foreign suppliers.

(b) The average credit period on purchases is 1 to 6 months.

(c) The above includes payables to related parties. Refer Note 31 for more details.

(d) Kindly refer Note No. 2(u) of the Significant Accounting Policies regarding trade payables.

(e) Trade Payables Ageing Schedule as certified by the management is provided as follows:

(a) Government Grants & Incentives Receivable includes the subsidy receivable from the Government of Maharashtra under the Electronics Policy, 2016 and from the PLI Scheme of Central Government.

(b) Pre-operative expenses include expenditure incurred on the new plants located at Mohadi (Plant F) & Vilholi (Plant D), where commercial operations have not yet started. Both the new plants will be operational in the next

financial year.

Note 28 : Employee Benefit Obligations

The disclosure required as per Accounting Standard 15 “Employees Benefit” issued by the Institute of Chartered 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

28.1 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 projected to the probable due date using "Projected Unit Credit (PUC) Method".

(b) Leave Encashment:

The leave obligation covers the Company's liability for earned leave. The entire amount of the provision of Rs. 4.50 Lakhs (year ended 31/03/2023 4.93 Lakhs) is presented as current, since the company does not have an unconditional right to defer settlement for these obligations.

28.2 Defined Benefits Plan

(a) Provident Fund :

The Company contribution towards Provident Fund is paid to the Central Government is debited to the statement of profit and loss. The amount debited to the statement of profit and loss during the year was Rs. 26.19 Lakhs (year ended 31/03/2023 Rs. 17.79 Lakhs).

(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 obligation in future.

Note 30 : 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 Weighted average number of Equity Share for calculation of Diluted EPS includes 31,50,000 Equity Share Warrants convertible into one equity share and 2,59,140 Employee Stock Options.

Note 33: Employee Stock Option Plans (ESOP)

The Company instituted VOEPL Employees Stock Option Plan-2023 (ESOP 2023) for all eligible employees pursuant 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 employees 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 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, 2024 was Rs. 29.80 Lakhs (31 March, 2023: Rs. NIL).

There were no cancellations or modifications to the awards in year ending 31 March, 2024. Movements during the year : The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options during the year

(a) The company is liable to comply with the requirements of Section 135 of the Companies Act, 2013 from the financial year 2023-24. 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 (amended 2014)

Note 35 : Segment Reporting

The Company is primarily engaged in the manufacturing, selling and marketing of Consumer Goods. The range of products manufactured by the company includes Air Conditioners, Water Heaters, Lighting and their components. 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.

Note 36 : 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 37 : 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 company 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 outstanding for more than six months as on 31-03-2024.

(d) We have not physically verified cash in hand and closing stock as on 31-03-2024. Cash balance and quantitative 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 disclosure 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 conform to current period's classification

(i) The financial statements are approved for issue by the Board of Directors in their meeting held on May 28, 2024.

(j) The Company has evaluated subsequent events from the balance sheet date through May 28, 2024, the date at which the financial statements were available to be issued, and determined that there are no material items to disclose.

Note 38 : 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), including 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 understanding (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, 2024.

(i) The Company has not been declared will full 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 intangible assets during the year ended March 31, 2024.

(k) As per information received from the management, there were no transactions entered with the companies which are struck off.

Note 39 : Code on Social Security, 2020

The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post-employment received Indian Parliament approval and Presidential assent in September 2020. The Code has been published in the Gazette of India and subsequently on November 13, 2020 draft rules were published and invited for stakeholders' suggestions. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.