Outcome of Board Meeting

August 29, 2026 To To BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, Bandra (East), Dalal Street, Mumbai – 400 001 Mumbai 400 051 Scrip Code: 543597 Scrip Code - VOEPL Subject: Outcome of Board Meeting Dear Sir/ Ma’am, Pursuant to Regulation 30 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby inform that the Board of Directors of the Company, at its meeting held today i.e. on August 29, 2026, has inter alia considered and approved the following: A. Subject to approval of the shareholders of the Company and such other regulatory/governmental approvals may be required, the Board has approved to offer, issue and allot on preferential basis, the following securities to the proposed allottee: 1. To create, issue, offer and allot, from time to time, in one or more tranches, upto 16,89,859 (Sixteen lakh Eighty-Nine thousand Eight hundred and fifty-nine) Equity Shares having face value of Rs. 10/- 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) for cash consideration to certain identified persons/ entity (Proposed Allottee) as mentioned below by way of preferential issue in accordance with the provisions of Section 42 and Section 62(1)(c) of the Companies Act, 2013, as amended ("Act") read with Companies (Prospectus and Allotment of Securities) Rules, 2014, and Companies (Share Capital and Debentures) Rules, 2014 as amended ("Rules"), Chapter V of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, SEBI (LODR) Regulations, 2015 and such other acts / rules / regulations as may be applicable and subject to necessary approval of the members of the Company and other regulatory authorities, as maybe applicable ("Preferential Issue of Equity Shares"). Sr. Name of Proposed Category Maximum number of Maximum No. Allottee(s) of Equity Shares Equity Shares to be Consideration* issued (Rs. in Crores) ICICI Prudential SmallCap 1 Non- Promoter 10,93,439 55.00 Fund ICICI Prudential Retirement 2 Non- Promoter 2,98,210 15.00 Fund-Hybrid Aggressive Plan 3 Clarus Capital II Non- Promoter 2,98,210 15.00 Total 16,89,859 85.00 *Rounded off upto 2 digits The information as required under Regulation 30 of the SEBI Listing Regulations read with read with SEBI Master circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 with respect to the aforesaid Preferential Issue is enclosed as Annexure I. B. To hold an Extraordinary General Meeting ("EGM") of the members of the Company on Thursday, September 24, 2026, at 11:00 AM (IST) through Video Conferencing ("VC")/Other Audio-Visual Means ("OAVM") to seek the approval of the shareholders of the Company inter alia in relation to the above issue of equity shares. The Board of Directors has approved the draft notice of the EGM and matters related thereto. The notice of the said EGM will be sent separately to the Stock Exchange(s) and to the Members of the Company and will also be available on the Company's website at www.voepl.com and on the website of the stock exchanges. The Company has fixed September 17, 2026 as the "Cut-off-Date" for the purpose of determining the eligibility of the members entitled to vote by remote e-voting. Those shareholders holding shares either in dematerialized form or in physical form, as on the close of business hours on September 17, 2026 will be entitled to avail the facility of remote e-voting as well as voting at the EGM. C. Appointment of scrutinizer for the purpose of e-voting The Board of Directors have appointed CS Vishal Thawani partner M/s. VTSN Associates LLP, Practicing Company Secretary (Membership No. ACS: 43938; CP No: 17377), Practicing Company Secretary, as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner for the purpose of EGM of the Company. The Board meeting was commenced at 11:10 a.m. and concluded at 11:25 p.m. You are requested to take the same on your record. Thanking you, Yours Faithfully, For Virtuoso Optoelectronics Limited Prasad Zinjurde Company Secretary and Compliance Officer M No A54800 Annexure I Disclosure pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Master Circular HO/49/14/14(7)2025-CFDPOD2/I/3762/2026 dated January 30, 2026; Sr. No. Particulars Information 1 Type of Security Equity Shares 2 Type of Issuance Preferential allotment on a private placement basis in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR Regulations") and other applicable laws 3 Total number of securities 16,89,859 (Sixteen lakh Eighty-Nine thousand Eight hundred and proposed to be issued or the fifty-nine) Equity Shares having face value of Rs. 10/- at a price total amount for which the of Rs. 503/- per Equity Share (including a premium of Rs. 493/- securities will be issued per Equity Share), aggregating up to Rs. 84,99,99,077/- (Rupees (approximately) Eighty-Four Crore Ninety-Nine Lakh Ninety-Nine Thousand and seventy-seven) 4 In case of preferential issue, the listed entity shall disclose the following additional details 5 Name of the Investors Refer Annexure A 6 post allotment of securities – Outcome of the subscription- Refer Annexure B outcome of the subscription, issue price / allotted price (in Issue Price per Equity Share is Rs. 503/-, which is not lower than case of convertibles), number the floor price. of investors; Number of Investors: 3 7 in case of convertibles – Not Applicable intimation on conversion of securities or on lapse of the tenure of the instrument 8 Any cancellation or Not Applicable termination of proposal for issuance of securities including reasons thereof Annexure A Name of Investor(s) of Equity Shares Sr. Name of Proposed Allottee(s) of Category Maximum number Maximum No. Equity Shares of Equity Shares to Consideration* be issued (Rs. in Crores) 1 ICICI Prudential SmallCap Fund Non- Promoter 10,93,439 55.00 ICICI Prudential Retirement Fund- 2,98,210 15.00 2 Non- Promoter Hybrid Aggressive Plan 3 Clarus Capital II Non- Promoter 2,98,210 15.00 * Rounded off upto 2 digits Annexure B Details Post Allotment of Equity Post Allotment of Equity Pre- Preferential Issue as Shares pursuant to the Shares pursuant to the on 24.09.2026 Category Preferential Allotment Preferential Allotment No. of Equity No. of Equity No. of Equity % held % held % held Shares held Shares held Shares held Promoter and 1,58,32,236 46.22 1,58,32,236 44.05 1,65,34,482* 45.13 Promoter group Public 1,84,18,835 53.78 2,01,08,694 55.95 2,01,08,694 54.87 Total 3,42,51,071 100 3,59,40,930 100 3,66,43,176** 100 * In the Extraordinary Meeting held on July 12, 2026, members of the Company have approved issuance of 7,02,246 warrants convertible into equity shares to Mr. Sukrit Bharati, Ms. Nikitha Poddatur and Sukrit Bharati HUF. Further Board of Directors of the Company vide Board resolution by circulation approved on August 13, 2026 allotted 7,02,246 warrants pursuant to the receipt of 25% of fund. All the 7,02,246 warrants are pending for conversion. **The post-issue shareholding has been arrived assuming that the entire outstanding warrants shall be converted into equity shares on exercise of options by the Malabar India Fund Limited as well as Proposed Allotees in this preferential allotment