Shareholders meeting

Date: September 08, 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 11th Annual General Meeting of the Company & Annual Report for the FY 2025-26 Dear Sir/Madam, We hereby inform that 11th Annual General Meeting (“AGM”) of the Company shall be held on Wednesday, September 30, 2026 at 11:00 a.m. through Video Conferencing (“VC”) / Other Audio- Visual Means (“OAVM”), in accordance with the applicable circulars issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India. Pursuant to regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, we enclose herewith Annual Report for the FY 2025-26 and notice of 11th Annual General Meeting. The said reports are being sent to the shareholders through e-mail and have been uploaded on the “investor relations” section of the website of the Company 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 Virtuoso Optoelectronics Limited Annual Report Annual Report fy 2025-26 www.voepl.com Virtuoso Optoelectronics Limited in this report The 5 Key Messages of This Report 4 Make in India 5 About VOEPL 6 Year in Review 8 Our milestones 10 Board of Directors & Leadership 14 Our Products 18 Industry Overview 20 Sustainability Goals & CSR 24 Chairman’s Message 26 Notice 28 Boards’ Report 39 Management Discussion And Analysis Report 65 Report on Corporate Governance 73 Standalone 97 Consolidated 168 2 Annual Report 2025-26 Annual Report 2025-26 3 Virtuoso Optoelectronics Limited THE five KEY Make in india MESSAGES of this report CUSTOMER The efforts of the government for “Make in India” impetus to the industry. VOEPL started its journey VOEPL'p puccepp ip becaupe of the pupport and confdence of itp cuptomerps have been instrumental in several products, which almost a decade ago with a small investment in which we continue to value deeply and we want to work towardp delivering until now were imported in full or part from other EMS, but keeping in line with its goal of aligning its better value each year to our cuptomerp. countries, to gradually move towards increasing overall strategies with that of the nation has indigenization of manufacturing of these products empowered it to grow from EMS to lighting to in India. home appliances like air conditioner (ID? 1 OD?) DIVERSIFICATION and now even beyond to categories like 0(cid:145) This coupled with the sharp growth in demand led commercial refrigeration. Ap the company growp diverpifcation acropp cuptomerps product pegmentp by increased consumption in India has created and geographiep playp an important role and ap a company we are committed multiple opportunities in the market to produce VOEPL is also working on developing its to it. products locally. International footprint with target exports to certain regions of the world. At VOEPL we believe SCALE VOEPL amongst many others in India, is working in the vision and potential of our country and towards capitalizing on these opportunities to VOEPL as a company with always strive towards We have and will continue to pcale to keep pace with growing cuptomer develop manufacturing capabilities and contributing to the best of its abilities to this demand ap the market itpelf continuep to expand. ecosystems, with the long term objective of not shared vision of INDIA. only servicing the requirements of the local market, but also to establish ourselves as a strong CAPA(cid:13)ILIT(cid:11) manufacturing base for the world in the years and 0(cid:9) Upgrading our manufacturing infraptructure and capabilitiep while pweating decades to come. Manufacturing requires heavy the exipting appet and added bape remainp an ongoing priority po that we can investments and spend on development to ensure keep delivering better and more reliable polutionp at competitive copt. products are made of the required quality and in line with the price targets of the international competition, which was always a hurdle. PARTNERSHIP 01 But with government through attractive Production We remain grateful for the ptrong backing of all our cuptomerps bupinepp Linked Incentive (PLI) schemes and other State partnerps inveptorp and other ptakeholderps whope confdence keepp up Subsidy Schemes, has provided the much required motivated to puph boundariep and grow together. 4 Annual Report 2025-26 Annual Report 2025-26 5 About voepl Hiad Offi at taNhihi MaharaNhtra, India group Kiy OEM/ODM of ConNumir and InduNtrial GoodN Virtuoso Optoelectronics Limited (VOEPL) was 8 Manufafturing LofationN incorporated in 2015 at Nashik, India, starting out in electronics manufacturing services. With substantial support from its customers, team, Strong Bafhward Intigratid and partners, the Company has grown to what it in Manufafturing is today‹ Over the last decade the Company built an Blui-Chip CuNtomir BaNi OEMˇO'M platform spanning (cid:147)ir Conditioners, Refrigeration, EMS & Lighting and Compressors, supported today by two focused subsidiaries} Our vision Virtuoso Compressor Private Limited and Virtuoso Polymers Private Limited. puorg lpeov tuobA Virtuoso Optoelectronics Limited Our pillars VOEPL’s peroormanee this year is best read aeross six eapitals, refeetin hoo rooth in one area oo the business supports the others. Financial Manufactu(cid:26)ing capital Capital Continuous value creation for stakeholders Backward integration for components Improvement in asset turnover ratio & ROCE Increase in EMS capacities & also manufacturing Maintaining a healthy debt equity ratio capacities for Air Conditioners both IDU & ODU. Improvement of overall ˚A„ of the company. Addition of compressor manufacturing Social and Human Relationship Capital Capital Customer Success We believe our customers satisfaction is our Skill development through various training programs Generated employment opportunities success. chat means strong ^uality control, Ensuring safety and well-being of employees & their Continuous engagement with customer and continuous process improvements, and reliable families stakeholder delivery on volume, all aimed at products that satisfy the end consumer and strengthen our customersZ brand and market standing. Intellectual Natu(cid:26)al Vibrant Community Capital Capital Everyone who makes up the VOEPL community, shareholders, customers, consumers, employees, vendors and service providers, matters deeply to Strengthening of ODM capabilities for Consumer, Upgraded EMS lines for reduction of use of us. We work to be a positive force within that Industrial Goods & Electronic ˚roducts materials with heavy metals community, continuously making it a better place Upgrading our testing labs with national/ Usage of energy escient devices and reducing for everyone in it. Our goal is a community that is international accreditations consumption by optimi(cid:144)ing usag(cid:133) happy, supportive, sustainable, and made up of Continuous strengthening of the R&D team Installed o. lM(cid:141) Solar Roof top prozect to generate people doing exceptional work. renewable energy and save cost 6 Annual Report 2025-26 Annual Report 2025-26 7 Virtuoso Optoelectronics Limited A year in review Financial performance EBITDA 8,588.68 PAT Margin 1.82% ROE 3.64% RO+E 8.22% Debt Equity Ratio 0.67 Virtuoso Optoelectronics Limited (VOEPL) built its early years around EMS & lighting, Net Worth 41,236.91 following by entry into Air Conditioning EBITDA Margin 10.43 business as an OEM in F$(cid:133)(cid:141). These categories were still anchors of the business till F$25, but F$2(cid:3) was a transformational year for the Company as: 25% in the year before. Further the revenue mix within AC segment is very uniformly divided VEOPL [Showing first 8,000 characters — download PDF for full document]