Your directors have pleasure in presenting the 15^th Annual Report together with the Audited Statement of Accounts of your Company for the financial Year ended March 31,2024.

1. FINANCIAL SUMMARY: -

The Company’s financial performance for the financial year ended March 31,2024:

2. STATE OF AFFAIRS / HIGHLIGHTS: -

i) Our Company, is an ISO 9001:2015 certified, providing solutions in Smart Low Voltage (LV) panels, Smart Medium Voltage (MV) panels, Smart Variable Frequency Drive (VFD) panels, Medium Voltage (MV) Soft Starter, Energy Management System (EMS) and Smart Programmable Logic Controller (PLC) panels, Air insulated & Sandwich busducts backed by in-house Product design & development, manufacturing, system integration, servicing of automation solutions and smart electrical control panels that adhere to high international IEC standards of quality and safety. Our Company has business relationships with global electrical players. Such strategic tie ups with renowned brand owners give us the competitive edge over our competitors. Our Company is a growing Integrated Electrical and Automation solution provider dealing in comprehensive electrical solutions across industries with significant presence in multiple Industry segments. Our products are supplied to industry players through a business-to-business (B2B) model.

Our Company is also fuelling the next wave of Al (Artificial Intelligence) and ML (Machine Learning)-driven innovation solution that can integrate IOT (Internet of things), Al and ML into a Cloud based Software as a Service (SaaS) Model.

We hope good results in the coming years.

ii) There has been no change in the business of the Company during the financial year ended March 31, 2024.

3. WEB LINK OF ANNUAL RETURN. IF ANY: -

The Company is having website www.vdealsystem.com and annual return of Company has been published on such website.

Link of the same is https://vdealsystem.com/annual-report/.

4. SHARE CAPITAL: -Authorised Share Capital:

Increase in the authorised share capital of the company during the year under review, the authorised share capital of the Company increased from Rs. 40,00,000 divided into 40,000 equity shares of Rs. 100/- each to Rs. 6,00,00,000/- divided into 60,00,000 equity shares of Rs. 10/- each.

Paid-up Share Capital:

Increase in the share capital during the year under review, the paid-up share capital of the Company increased from Rs. 29,78,600/- divided into 29,786 equity shares of Rs. 100/- each to Rs. 3,27,64,600/-divided into 32,76,460 equity shares of Rs. 10/- each, consequent to issue of 29,78,600 bonus equity shares of Rs. 10/- each.

5. MEETINGS OF BOARD OF DIRECTORS: -

18 nos. of Board Meetings were held during the Financial Year ended March 31, 2024. The maximum gap between any two Board Meetings was less than 120 days.

The names of members of the Board, their attendance at the Board Meetings is as under:

6. DETAILS IN RESPECT OF FRAUD REPORT: -

The Auditor’s Report doesn’t contain any information in relation to fraud.

7. BOARD’S COMMENT ON THE AUDITORS^, REPORT: -

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

8. COMPANY’S POLICY RELATING TO DIRECTORS’ APPOINTMENT. PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES: -

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee, are not applicable to the Company and hence the Company has not devised any policy relating to appointment of Directors, payment of Managerial remuneration, Director’s qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178 of the Companies Act,

2013.

9. MATERIAL CHANGES AND COMMITMENTS: -

There have been no material changes and commitments, which affectthe financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

10. COMPLIANCE WITH SECRETARIAL STANDARDS: -

Your directors confirm that the Secretarial Standards SS-1 & SS-2 issued by the Institute of Company Secretaries of India, as applicable to the Company, have been duly complied with.

11. CHANGE IN DIRECTORSHIP: -

• Mr. Brahmananda Patra has been appointed as Director (Executive) of Company w.e.f. 13/11/2023.

• Mr. Pashupati Nath Kundu has been appointed

Independent Director (Non-Executive) of the

company w.e.f. 04/03/2024.

• Mr. Shyamal Ghoshroy has been appointed

Independent Director (Non-Executive) of the

company w.e.f. 04/03/2024.

• Mr. Pranay Agarwal has been appointed

Independent Director (Non-Executive) of the

company w.e.f. 04/03/2024.

12. INDEPENDENT DIRECTORS’ DECLARATION: -

The company has received necessary declarations from all the Independent Directors of the Company in accordance with Section 149 (7) of the Companies Act 2013, that they meet the criteria of independence as laid out in Section 149(6) of the said Act and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”). There has been no change in the circumstances affecting their status as an Independent Director during the year.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Companies Act, 2013 and the Company’s Code of Conduct.

The Board of Directors is of the opinion that all the Independent Directors possess requisite qualifications, experience and expertise in industry knowledge and corporate governance and they hold highest standards of integrity.

13. KEY MANAGERIAL PERSONNEL: -

Duringthe year under review, your Company appointed:-

• Mr. Dhiraj Kochar, as a Chief Executive Officer (CEO) of the Company w.e.f. 20/11/2023.

• Ms. Tapaswini Panda as a Chief Financial Officer (CFO) of the Company w.e.f. 20/11/2023.

• Mr. Priyabrata Nayak as a Company Secretary & Compliance Officer w.e.f. 10.02.2024.

As on March 31, 2024, the following are Key Managerial Personnel (“KMPs”) of the Company as per Sections 2(51) and 203 of the Act:

• Mr. Dhiraj Kochar, Chief Executive Officer.

• Ms. Tapaswini Panda, Chief Financial Officer.

• Mr. Priyabrata Nayak, Company Secretary & Compliance Officer

14. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS. COURTS AND TRIBUNALS: -

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company’s operations in future.

15. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES: -

All related party transactions that were entered into during the financial year ended March 31,2024, were on an arm’s length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.

There are no materially significant related party transactions duringthe financialyear under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not required.

However, the disclosure of transactions with related parties for the financial year, as per Accounting Standard -18 Related Party Disclosures is given in the note to the account no 25 (under Related Party Disclosure) to the Balance Sheet as on March 31,2024.

16. COMPLIANCE WITH SECRETARIAL STANDARD: -

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118 (10) of the Companies Act, 2013.

17. PARTICULARS OF LOANS AND INVESTMENT: -

The Company has not made any Investment, given guarantee and securities during the financial year under review. There for no need to comply provisions of section 186 of Companies Act, 2013.

18. TRANSFER TO RESERVE: -

The Board of Directors of your company has decided that the total profit of Rs. 311,38,000/- for the financial year, to be transferred to the Reserve & Surplus.

19. DIVIDEND: -

Profit but not declared: The Board of Directors of your company, after considering holistically the relevant

circumstances, has decided that it would be prudent, not to recommend any dividend for the financial year under review.

20.CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO: -

A. Conservation of Energy. Technology Absorption:

Efforts persists in the Company’s endeavour to work deeply on the conservation of energy and water across all its manufacturing facilities as well as corporate office/ registered office.

Electrical Energy:

• Variable Frequency Drive (VFD) panels are used on machines to reduce power consumption by approximately 15%.

• Uses of energy efficient LED bulb in dock areas, assembly conveyors/inspection area. Shop Overhead Lighting, in the office and its premises.

• Energy efficiency improvement by replacement of conventional motors with BLDC motors for ceiling fan.

• Uses of Gas-powered furnaces instead of electric heaters, which is more energy-efficient than electric heaters, especially for larger spaces or continuous heating needs.

• Uses of sensor lights/ smart lighting system for factory premises and outdoor lighting, which optimises energy efficiency.

• Installation of natural day light system at roof top of shop areas.

• optimum use of energy by using energy- efficient computers, processes and other office equipment. Constant efforts are made through regular/ preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy.

The Company is continuously making efforts for induction of innovative technologies and techniques required for the business activities.

• Steps taken by company for utilizing alternate sources of energy: NIL

• Capital investment on energy conservation equipment’s: NIL

B. Foreign Exchange earnings and Outgo

21 .RISK MANAGEMENT POLICY: -

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/ control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/ measures have been formulated in the areas such as business, project execution, financial, human, environment and statutory compliance.

22. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE [“POSH”]: -

Our Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises. Company always endeavours to create and provide an environment that is free from any discrimination and harassment.

The policy on prevention of sexual harassment at workplace aims at prevention of harassment of employees {whether permanent, temporary, ad-hoc, consultants, interns or contract workers irrespective of gender} and lays down the guidelines for identification, reporting and prevention of undesired behaviour. The Company has duly constituted internal complaints committee as per the said Act.

During the financial year ended March 31, 2024, there will nil complaints recorded pertaining to sexual harassment.

23. DETAILS OF SUBSIDIARY. JOINT VENTURE OR ASSOCIATE COMPANIES: -

As on March 31, 2024, Company doesn’t have any Subsidiary & Joint Venture and Associate Companies at the end of the year.

24.INTERNAL FINANCIAL CONTROL: -

The Company has in place adequate internal financial controls with reference to financial statements. During the financial year, such controls were tested and no reportable material weakness in the design or operation was observed.

27. DEPOSITS: -

The company has not accepted any deposits during the financial year under review. However, loan from directors/ Relative of Directors taken during the year are as follows:

28. CORPORATE SOCIAL RESPONSIBILITY: -

The provision of Section 135 the Companies Act, 2013 doesn’t applicable on the Company.

29. COST RECORD: -

The provision of Cost audit as per section 148 doesn’t applicable on the Company.

30. STATE ME NT ON DECLARATION FROM INDEPENDENT DIRECTORS: -

The Company has received necessary declarations from all Independent Directors of the Company in accordance with the provisions of Section 149 (7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013.

31. PARTICULARS OF EMPLOYEES. DIRECTORS AND KEY MANAGERIAL PERSON: -

In terms of Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not applicable to the Company.

32. CORPORATE GOVERNANCE: -

The Company has adopted best corporate practices and is committed to conducting its business in accordance with the applicable laws, rules and regulations. The Company’s Corporate Governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high level of Integrity in decision making.

33. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD. ITS COMMITTEES & INDIVIDUAL DIRECTORS:-

The Board of Directors have evaluated the performance of all Independent Directors, Non-Independent Directors and its Committees. The Board deliberated on various evaluation attributes for all directors and after due

deliberations made an objective assessment and evaluated that all the directors in the Board have adequate expertise drawn from diverse industries and business and bringspecific competencies relevanttothe Company’s business and operations. The Board found that the performance of all the Directors was quite satisfactory.

The Board also noted that the term of reference and composition of the Committees was clearly defined. The Committee performed their duties diligently and contributed effectively to the decisions of the Board.

The functioning of the Board and its committees were quite effective. The Board evaluated its performance as a whole and was satisfied with its performance and composition of Independent and Non-Independent Directors.

34. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE. 2016:-

No application has been made or any proceeding is pending underthe IBC, 2016.

35. DIFFERENCE IN VALUATION: -

The company has never made any one-time settlement against the loans obtained from Banks and Financial Institution and hence this clause is not applicable.

ACKNOWLEDGMENT

Your directors place on the record their appreciation of the Contribution made by employees, consultants at all levels, who with their competence, diligence, solidarity, cooperation and support have enabled the Company to achieve the desired results.

The board of Directors gratefully acknowledge the assistance and co-operation received from the Central and State Governments Departments, Shareholders and Stakeholders.