Shareholders meeting

September 1, 2026 To To BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Exchange Plaza, Bandra (East), Dalal Street Mumbai 400001 Mumbai 400 051 Scrip Code – 543597 Scrip Code - VOEPL Subject — Notice of 02/2026-27 Extraordinary General Meeting Dear Sir/Madam, Pursuant to Regulation 30 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, we wish to inform that the 02/2026-27 Extraordinary General Meeting ('EGM') of the Company will be held on Thursday September 24, 2026 at 11:00 a.m. IST. through Video Conferencing / Other Audio-Visual Means. We are submitting herewith Notice of Extraordinary General Meeting of the Company along with explanatory statements, which is being sent through electronic mode to the Members. The Company has provided the facility to vote by electronic means (remote e-voting as well as e-voting at the EGM) on the resolution as set out in the EGM Notice. The e-voting shall commence on Monday, September 21, 2026 at 09:00 a.m. and will end on Wednesday, September 23, 2026 at 05:00 p.m. The copy of the said EGM Notice is also uploaded on the website of the Company i.e. www.voepl.com Request you to kindly take the same on records. Thanking you, Yours Faithfully, For Virtuoso Optoelectronics Limited Prasad Zinjurde Company Secretary and Compliance Officer M No A54800 NOTICE NOTICE is hereby given that an 02/2026-27 Extraordinary General Meeting (EGM) of the Members of Virtuoso Optoelectronics Limited (CIN: L74999MH2015PLC268355) ("The company"), will be held on Thursday, September 24, 2026 at 11:00 A.M. through video conferencing ('VC') / other audio visual means ('OAVM') for which purpose the Registered office of the 7, MIDC area, Satpur, Nashik 422007 shall be deemed as the venue for the Meeting and the proceedings of the EGM shall be deemed to be made thereat, to transact the following business: SPECIAL BUSINESS: Issuance of Equity Shares of the Company to certain identified persons/ entity on Preferential Basis: To consider and if thought fit to pass, with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to Section 23, 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014, each as amended, the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the “SEBI (ICDR) Regulations”), Securities & Exchange Board of India (Substantial Acquisition of Shares & Takeovers) Regulations, 2011 (“SEBI Takeover Regulations”), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (the “SEBI Listing Regulations”) and any other applicable laws, rules and regulations, circulars, notifications, clarifications, guidelines issued by the Government of India, the Securities and Exchange Board of India (“SEBI”) and the stock exchange where the shares of the Company are listed (“Stock Exchange”), or any other authority / body and enabling provisions in the Memorandum and Articles of Association of the Company and subject to necessary approvals, sanctions, permissions of appropriate statutory / regulatory and / or other authorities and persons, if applicable and subject to such conditions and modifications as may be prescribed by any of them while granting such approvals / sanctions / permissions and / or consents, if any, and which may be agreed by the board of directors of the Company (hereinafter referred to as “Board” which term shall be deemed to include any committee(s), which the Board has constituted or may constitute to exercise its powers, including the powers conferred on the Board by this resolution), consent of the members of the Company be and is hereby accorded to the Board, to create, issue, offer and allot, from time to time, in one or more tranches, up to 16,89,859 (Sixteen lakh Eighty Nine thousand Eight hundred and fifty nine) Equity Shares having a face value of Rs. 10 each at a price of Rs. 503/- per Equity Share (including a premium of Rs. 493/- per Equity Share), aggregating up to Rs. 84,99,99,077/- (Rupees Eighty-Four Crore Ninety- Nine Lakh Ninety-Nine Thousand and Seventy-Seven) to the proposed allottees (as mentioned below) on preferential basis for cash and in such form and manner and in accordance with the provisions of SEBI (ICDR) Regulations and SEBI Takeover Regulations or other applicable laws and on such terms and conditions as the Board may, in its absolute discretion think fit and without requiring any further approval or consent from the members. ("Preferential Issue of Equity Shares"). Sr. No. Name of Proposed Allottee(s) of Equity Shares Category Up to No. of Equity Shares to be Allotted 1. ICICI Prudential SmallCap Fund Non- Promoter 10,93,439 2. ICICI Prudential Retirement Fund-Hybrid Aggressive Plan Non- Promoter 2,98,210 3. Clarus Capital II Non- Promoter 2,98,210 Total 16,89,859 RESOLVED FURTHER THAT in accordance with the provisions of Chapter V of the SEBI (ICDR) Regulations the “Relevant Date” for the purpose of calculating the floor price for the issue of Equity Shares be and is hereby fixed as Tuesday, August 25, 2026, being the weekday 30 days prior to the date of Extraordinary General Meeting i.e. Thursday, September 24, 2026. RESOLVED FURTHER THAT subject to the receipt of such approvals as may be required under applicable law, consent of the Members of the Company is hereby accorded to record the name and details of the Proposed Allottees in Form PAS-5 and the Board be and is hereby authorized to make an offer to the Proposed Allottees through Letter of Offer/Private Placement Offer Letter cum application letter in Form PAS-4 or such other form as prescribed under the Act and ICDR Regulations containing the terms and conditions (“Offer Document”) after passing of this resolution and receiving any applicable regulatory approvals with a stipulation that the allotment would be made only upon receipt of in-principle approval from the Stock Exchange and within the timelines prescribed under the applicable laws. RESOLVED FURTHER THAT without prejudice to the generality of the above, the issue of the Equity Shares shall be subject to the following terms and conditions: I. The Equity Shares to be issued and allotted pursuant to the Preferential Issue shall be listed and traded on the Stock Exchange subject to receipt of necessary regulatory permissions and approvals. II. The Equity Shares to be issued and allotted shall be fully paid up and rank pari-passu with the existing Equity Shares of the Company in all respects (including with respect to dividend and voting powers) from the date of allotment thereof, be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company. III. The Equity Shares to be allotted shall be locked in for such period as specified in the provisions of Chapter V of the SEBI ICDR Regulations. IV. The Investor shall be required to bring in the entire consideration for the Equity Shares to be allotted to such Investor, on or before the date of allotment thereof. V. The consideration for allotment of Equity Shares shall be paid to the Company from the bank accounts of the Investor. VI. The Equity Shares shall be allotted in dematerialized form only within a maximum period of fifteen (15) days from the date of passing of the special resolution by the Members, provided that where the allotment of Equity Shares is subject to receipt of any approval or permission from Applicable Regulatory Authorities, the allotment shall be completed within a period of fifteen (15) days from the date of receipt of last of such approvals or permissions. RESOLVE [Showing first 8,000 characters — download PDF for full document]