Veto Switchgears & Cables Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

The Board of Directors are elated to present the 18^th Annual Report of the business and operations of
your Company along with the Audited Financial Statements for the Financial Year ended 31^st March,
2025 and other accompanying reports, notes and certificates.

FINANCIAL HIGHLIGHTS

The Company's financial performance (standalone and consolidated) for the year ended March 31^st,
2025 along with previous year's figures are summarized below:

fR q Tn T

Particulars	Consolidated		Standalone
Â	2024-25	2023-24	2024-25	2023-24
Revenue from Operations (including other Income)	30,292.75	30,482.75	22,266.20	23,016.77
Less Expenses : (a) Cost of materials consumed	11,317.06	11456.63	7,352.35	8358.02
(b) Purchases of stock-in-trade	10,432.49	9938.77	8,242.93	7515.37
(c) Changes in inventories of finished goods, and stock-in-trade	159.40	1008.52	234.77	(455.12)
(d) Employee benefits expense	1,885.65	1821.11	1,103.68	1049.17
(e) Finance costs	164.11	414.46	124.18	259.31
(f) Depreciation and amortization Expense	305.52	272.57	243.07	213.13
(g) Other expenses	3,074.41	2695.50	2,181.52	2053.51
Total expenses	27,338.64	27607.56	19,482.49	18993.39
Profit before tax and Share of Profit of an Associate	2954.11	2875.19	2,783.71	4023.38
Less: Exceptional items	-	-	-	-
Profit before tax	2,954.11	2875.19	2,783.71	4023.38
Less: Tax	772.15	1068.88	631.29	975.60
Profit for the year	2,181.96	1806.31	2,152.41	3047.80
Other Comprehensive Income	(2.46)	(155.09)	(2.46)	4.95
Total comprehensive income for the year, net of tax	2,179.50	1651.22	2,149.95	3052.75

The standalone and the consolidated financial statement have been prepared in accordance with the
Indian Accounting Standards (Ind AS). Balancing with customer's want's we managed to meet their
requirements and we strive to do so in upcoming years. By encouraging performance of our employees
we achieved revenue growth of Rs. 30,292.75 Lakhs.

FINANCIAL PERFORMANCE
Consolidated Financial Results

During the year under review on consolidated basis our Company earned profit before tax of Rs.
2,954.11 Lakhs against Rs. 2,875.19 Lakhs in the previous year. The Company earned profit for the year
of Rs. 2,181.96 Lakhs as compared to Rs. 1,806.31 Lakhs in the previous year. The Company had
Revenue from operations of Rs. 30,037.84 Lakhs as compared to Rs. 30,009.43 Lakhs in the previous
year. The Profit before Interest/Depreciation/Tax (PBDIT) was Rs. 3,423.74 Lakhs as compared to Rs.
3,562.22 Lakhs in the previous year.

Revenue from Operations (In Lacs)

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Profit after Tax (In lacs)

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STANDALONE FINANCIAL RESULTS

During the year under review our Company earned profit before tax of Rs. 2,783.71 Lakhs against Rs.
4,023.38 Lakhs in the previous year. The Company earned profit after tax of Rs. 2,152.41 Lakhs as
compare to Rs. 3047.80 Lakhs in the previous year. The Company has Income from operation of Rs.
21,604.16 Lakhs as compared to Rs. 20,956.08 Lakhs in the previous year. The Profit before
Interest/Depreciation/Tax (PBDIT) was Rs. 3,151 Lakhs as compared to Rs. 4,495.82 Lakhs in the
previous year.

Keeping in view the dynamic environment, the company has made efforts to improve efficiency,
productivity and profitability. The management seeks trust of shareholders in future growth of the
Company and is willing to do all possible aspects for enhancement of shareholders' wealth.

INDIAN ACCOUNTING STANDARDS

The standalone and consolidated financial statements of the Company for the financial year ended
March 31^st 2025, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as
notified by the Ministry of Corporate Affairs and as amended from time to time.

FINANCIAL STATEMENTS

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred to as 'Listing Regulations') and Section 136 of the Companies Act, 2013 read with
Rule 10 of the Companies (Accounts) Rules, 2014, the Annual Report containing salient features of the
financial statements, including consolidated financial statements, for the financial year 2024-25, along
with statement containing salient features of the Directors' Report (Management Discussion & Analysis
and Corporate Governance Report) is being sent only by electronic mode to members whose e-mail
addresses are registered with the Company or with the Depository participant and uploaded on the
website of the Company and also be accessed from the websites of the Stock Exchanges i.e. BSE Ltd and
National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.

Annual Report 2024-25 contains complete Balance Sheet, Statement of Profit & Loss, other statements
and notes thereto, including consolidated financial statements, prepared as per the requirements of
Schedule III to the Companies Act, 2013.

DIVIDEND

The Board of Directors of your company pleased to recommend a Final Dividend of 10% i.e. Rs. 1/- per
Equity Share having face value of Rs. 10/- aggregating to Rs. 19114955/- for the Financial Year ended
on 31^st March 2025. The proposed Dividend, subject to approval of Shareholders in the ensuing 18^th
Annual General Meeting of the Company, will be paid to shareholders within the period stipulated by
the applicable Companies Act, 2013. The dividend would be payable to all Shareholders whose names
appear in the Register of Members as on the Book Closure Date. The Register of Members and Share
Transfer Books shall remain closed from 23^rd September 2025, Tuesday to 29^th September, 2025,
Monday (both days inclusive).

AMOUNT TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to applicable provisions of the Companies Act, 2013 read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (Rules) as amended,
all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor

Education and Protection Fund (IEPF) established by the Central Government, after completion of
seven years from the date of transfer to Unpaid Dividend Account of the Company. Hence, during the
Financial Year 2024-25 unpaid/unclaimed dividends of Rs. 1,43,506.00 relating to Final Dividend for FY
ended 2017-18 were transferred to the Investor Education and Protection Fund.

DETAILS OF NODAL OFFICER

The Company has appointed Mr. Narain Das Gurnani, Whole Time Director cum CFO as the Nodal
Officer and Mrs. Kritika Todwal, Company Secretary Cum Compliance Officer as the Deputy Nodal
Officer for the purpose of coordination with Investor Education and Protection Fund Authority.

RESERVES

Your Directors do not propose to transfer any amount to the general reserve and entire amount of
profit for the year forms part of the 'Retained Earnings' i.e. Rs. 2,151.41 lakhs.

SHARE CAPITAL STRUCTURE

The Authorised Capital of the company is Rs. 25,00,00,000/- (Rupees Twenty Five Crores Only) divided
into 2,50,00,000 (Two Crore Fifty Lakhs) equity shares of Rs. 10/- each and Issued, Subscribed and
Paid-up capital is Rs. 19,11,49,550/- (Rupees Nineteen Crore Eleven Lacs Forty Nine Thousand Five
Hundred Fifty Only) divided into 1,91,14,955 (One Crore Ninety One Lacs Fourteen Thousand Nine
Hundred Fifty Five) equity shares of Rs. 10/- each during the year.

There has been no change in the Authorized Share Capital, Issued, Paid up and Subscribed Capital of the
company during the year.

CHANGE IN THE NATURE OF BUSINESS. IF ANY

There is no change in the nature of business of the Company during the financial year ended 31^st March,
2025.

MATERIAL CHANGES & COMMITMENTS. IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

Material change and commitments affecting the financial position of the Company occurred between
the end of the financial year of the Company to which financial year relates and the date of this Report.

New Product Launches: The Company has successfully introduced a new range of electrical
equipment, including heaters, emersion rods, and iron presses. These products are designed to meet
the evolving needs of our customers and are expected to enhance our product portfolio, driving growth
in the electrical market.

New Factory Development: A new factory dedicated to the production of Veto LED products has been
constructed and commence its operations in January 2025. This new facility will enable the
centralization of production, leading to improved efficiency, reduced operational costs, and increased
capacity to meet growing market demand.

Expansion of Product Range: We have expanded the Vyoma series with the launch of a whole new
range of "Classic Black" products. This strategic addition is designed to capture a broader market
segment, particularly those seeking premium and aesthetically appealing options. The introduction of
this range is anticipated to strengthen our market position and attract a new customer base.

With the passage of time, in the month of September 24, 2024, the company incorporated as a
subsidiary company in India in the name of M/s Veto Polytech Private Limited and the company is
leading with the continuous progressive results.

With the passage of time, in the month of March 10, 2025, the company incorporated as a subsidiary
company in India in the name of M/s VNB Appliances Private Limited and the company is leading with
the continuous progressive results.

This action is considered a material change and has been duly approved by the board of directors.
PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS

The details of loans, guarantees and investments covered under the provisions of Section 186 of the
Companies Act, 2013, as at 31^st March, 2025, are given in the Note No. 7 & Note No. 8 of the Standalone
Financial Statements of the Company. These loans and investments were made for the purpose of
optimum returns.

DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits in terms of
Chapter V of the Companies Act, 2013 and Rules framed thereunder.

The Company has not received any unsecured loan from its directors during the financial year 2024-25.
BUSINESS OPERATIONS / STATE OF COMPANY'S AFFAIRS

VETO showed robustness in their financial results and achieved desired growth as planned, even with
drastic changes in commodity prices it managed to attain optimum utilization of resources. With
effective management it concurred all market challenges and achieved customer satisfaction.

Your Company continued with wide range of new product launches and innovations to fulfil needs and
demands of customers, keeping it all budget friendly with high security of products. Intending to
enhance mechanism behind material usage and its production. Along with that it is also planning to re¬
engineer some of its creations to make it more customer adaptable and also improving product molding
as well as bonding process.

It is trying its level best to cut down redundant costs and it is focused on mechanism working such as
silver layer re- working and Bimetallic silver bonding, which in a way help in attaining cost efficiency as
well as it will result into fruitful usage of resources.

The Company and individuals carry the same objective of not only improving, but empowering people's
lives with our unique repertoire of products and services, backed by time tested technology and
advanced Research & Development methods. With persistent focus on innovation, prompt
capitalization of opportunities, building up credibility through strategic thinking, operational expertise,
well planned investments and business integrity, we aim to continue our journey without any reduction
in intensity or strength. The company envisages an organization that is truly global in every way i.e.
technology, policies and possibilities and it can be seen with its world-wide tie-ups, collaborations and
import-export relations. Your company has been developing as a distinctive brand of leadership well
equipped to address critical challenges faced by industry and society. Our ambition is being recognized
as one of the major competitors globally in the electrical accessories industry.

Veto Switchgears and Cables Limited is one of the most respectable cable manufacturers in India. Brand
Veto is committed to quality, safety and service with no compromise. The Company is an ISO

9001:2008 certified company, engaged in manufacturing and selling wires & cables along with
other electrical accessories in India.

The brand VETO came into existence in 1967 and since then holds a major sector of electrical
accessories in India. The company has built powerful and efficient team of marketing professionals,
dealers and distributors. Result of which can be seen through its increasing sales. Production has
reached its manifold several times since its inception. We aim at providing “Best Quality at
Competitive Prices.”

The product portfolio ranges from industrial cables, Multi stand cables, from General Switches
to Modular Switches, Ceiling Fans, LED Bulbs and other Electrical Accessories such as Switch
Socket, MCB, Bell and all other Electrical Accessories that are used for Household purposes and
manufacturing of Wires and Cables. Cable range starts from 0.75 mm to 10 mm. The Company
also manufactures LED Panel Lights, LED Flood Light, LED Street Light, Rope Lights, Slim Panel
Light, LED Strip Light and has also received tremendous response from selling the same.

The products are supplied under the brand name “ VETO” and “VIMAL POWER” through large network
of dealers and distributors to its valuable customers in India as well as in Abroad.

VIMAL POWER is a part of Veto group and continues to reinforce a successful international presence
and enhance its enviable reputation for innovation. Measures taken for continuous research and
development ensures in developing world beating range of cables for satisfying or surpassing the
requirements of Indian Standards.

Its major distribution in India covers more than 20 states including major sale in Rajasthan, Uttar
Pradesh, Gujarat, Haryana, Himachal Pradesh, Punjab, J&K, Uttarakhand, Assam, Karnataka,
Kerala, Tamil Nadu, Andhra Pradesh, Madhya Pradesh, Telangana, Maharashtra, Mizoram,
Meghalaya, Tripura, Manipur, Arunachal Pradesh and Nagaland.

Developing its distribution with time and maintaining a good position in the market, it is trying level
best to reach every possible destination in India and is willing to provide such services at economical
rates. Throughout its distribution levels across India it has attained hike in sales, the data of the same is
presented below:

Â		SALES (In Lacs) L_J		Â
Â		Â	Â	Â
1	Â	Â	Â	Â	1
WIRES & CABLES ^ 7,448.94 V J	Â	^LIGHTINGS & FITTINGS^ 7,171.85 L J		Â	f ACCESSORIES & OTHERS 6,956.11 L J

Figure 1

For detailed analysis of the performance, including industry overview, changes, segment details refer to
the Management's Discussion and Analysis Report provided under regulation 34(2) (e) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 presented separately and forms part of
this board report.

Raw Material

Our Company's present and proposed consumption of Raw material is as under:

(Qty.in Kg)

Product category	Existing (2024-25)	Proposed (2025-26)
Copper	3717	3791.34
PVC Resin	3810	3886.2
Aluminium	541.83	552.66

Infrastructure Facilities

>    Power: Presently 400 KVA of power supply is sanctioned by Uttarakhand Power Corporation
Limited of which approximately 325 KVA have been utilized for our present business
operations. Addition to this, the Company has installed a DG set of 250 KVA capacity to avoid
any disruption in the power supply. Therefore, we envisage that our further requirement of
power for our proposed modernization plans can easily be met from the present supplies.

>    Fuel: Our Company mainly requires HSD for operating the DG sets. The present monthly
consumption of HSD is about 1000 litres. The HSD is being supplied by retail outlets of IOC,
HPCL and BPCL.

>    Water: Water is an essential need and is basically required for drinking and other domestic
purpose. Presently, about 7000 litres per day (after proposed modernization) is required at our
Haridwar unit. Requirement of water is met from our own borewell. The water supply is regular
and sufficient to meet entire requirements. There is no difficulty in obtaining water because of
the presence of number of borewell and the water level in the area being high due to proximity
to nearby canal and River Ganga.

>    Manpower: Our Company has adequate manpower at all levels and does not envisage any
difficulty in getting the requisite personnel for our business operations at existing locations.
Details of manpower are as follow:

Category	Nos.
Top management	4
Managerial & Supervisory staff	9
Office staff	154
Skilled workers	47
Unskilled workers	122
Total	336

> Effluent Treatment and Disposal: Our Company does not generate any industrial effluents
which is hazardous to the environment. The waste produced during the manufacturing
operation is re-used and/ or recycled.

>    Environmental Clearance: We have got all the necessary approvals from the local authorities
to operate our business.

>    Safety Standards: Quality and safety are the hallmarks of our diverse range of products, which
are designed and manufactured to the very highest standards such as ISO 9001 and approved
by the leading organizations nationally and internationally.

>    Our Strategy: Company's goal is to enhance the competitiveness in the market by adopting
several techniques such as continuous research and development, product engineering to
ensure the best manufacturing process for our products. Research and development in
electrical accessories and other allied products will better enable a competitive position in the
market. Further enhancement of operations by improving the existing assets to yield better
output. Installation of new assets to enhance and attract new markets is also in the horizon.

>    Capacity and capacity utilization

Particulars	Projected		Actual
Â	FY 2024-25	FY 2025-26	FY 2024-25
Wires & Cables
Installed Capacity	20.00 Lacs Bundles	20.00 Lacs Bundles	20.00 Lacs Bundles
Capacity Utilization (in %)	48%	48.00%	18.10%
Production	9.60 Lac Bundles	9.60 Lac Bundles	3.62 Lac Bundles
Â	Â	Â	Â
Electrical Accessories
Installed Capacity	600 Lac pieces	600 Lac pieces	600 Lac pieces
Capacity Utilization (in %)	40%	40%	30.50%
Production	240 Lac pieces	240 Lac pieces	182.74 Lac pieces

NOTE: There is a slight fluctuation in projected targets and actual results due to inflationary
range of copper.

>    Insurance

Our Company has taken up a range of insurance policies including:

1.    Fire policies for our units, buildings and offices, raw materials, work-in-progress and finished
goods as well as entire stock maintained at all our Depot's;

2.    Marine policy for transit of raw materials and finished products in India and Marine Export
policy;

3.    Accidental & Health insurance facility for field staff;

4.    Gratuity policy.

These insurance policies are reviewed annually to ensure that the coverage is adequate. All the
policies are in existence and the premiums have been paid thereon.

>    Internal Control System

• The Company has an adequate system of internal control commensurate with its size and
nature of business. These systems provide a reasonable assurance in respect of providing
financial and operational information, complying with applicable statutes, safeguarding of

assets of the Company and ensuring compliance with corporate policies. The Audit Committee
reviews adherence to internal control systems and internal audit reports periodically.

•    Preparation and issuance of financial reports to the shareholders and in the market, including
the Annual Report and consolidated financial statements, is reviewed by the Audit Committee.
The Company's financial reporting process is controlled using documented accounting policies
and reporting formats, supplemented by detailed instructions and guidance on reporting
requirements. The Company's processes support the integrity and quality of data, including
appropriate segregation of duties. The financial information of the parent entity and all its
subsidiary entities which form the basis for the preparation of the consolidated financial
statements are subject to scrutiny by Group level senior management. The Company's financial
reports, financial guidance, Annual Report and consolidated financial statements are also
reviewed by the Audit Committee of the Board prior of presenting to the Board of Directors for
their consideration and approval.

•    Detailed budgetary process includes identification of risks & opportunities which is ultimately
approved at Board level.

•    Board approved the capital expenditure and Audit Committee approved the treasury policies
which clearly defines authorization limits and procedures.

•    An internal audit function reviews key financial / business processes and has full & unrestricted
access to the Audit Committee.

•    A risk management programme is placed throughout the Company whereby Risk Management
executive reviews and monitors the controls in place both financial and non-financial, to
manage the risks facing the business.

SUBSIDIARY, IOINT VENTURE AND ASSOCIATE COMPANIES

As on 31^st March 2025, The Company had 5 (Five) Subsidiary Companies, All of the mentioned entity is
registered in India:

S. No	Name of the Entity	Relationship
1.	Veto Electricals Private Limited	Wholly own Subsidiary
2.	Veto LED Lighting Private Limited	Wholly own Subsidiary
3.	Vankon Modular Private Limited	Subsidiary
4.	Veto Polytech Private Limited	Subsidiary
5.	VNB Appliances Private Limited	Subsidiary

The details with respect to Subsidiary Companies are provided in the Annexure-I to the Directors'
Report of the Company.

A separate statement containing the salient features of financial statements of all the subsidiaries of
your Company forms part of Annual Report in the prescribed Form AOC-1 as Annexure II in
compliance with Section 129(3) of the Companies Act, 2013 and the rules made there under. There has
been no material change in the nature of the business of the subsidiary company.

In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of
your Company, containing inter alia the audited standalone and consolidated financial statements, has
been placed on the website of the Company at https://www.vetoswitchgears.com. Further, audited
financial statements together with related information of each of the subsidiary companies have also
been placed on the website of the Company at https://www.vetoswitchgears.com.

In terms of Section 136 of the Companies Act, 2013 ('the Act'), financial statements of the subsidiary
companies are not required to be sent to the members of the Company. The Company shall provide a
copy of the annual accounts of its subsidiary companies to the members of the Company on their
request. The annual accounts of its subsidiary companies will also be kept open for inspection at the
registered office of the Company during business hours.

Pursuant to the requirements of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements), Regulations, 2015, the details of Loans/ Advances made to and
investments made in the subsidiary have been furnished in Notes forming part of the Accounts.

Material Subsidiary:

Vankon Modular Private Limited is a material subsidiary of the Company as per the thresholds laid
down under the Listing Regulations. The Board of Directors of the Company has approved a Policy for
determining material subsidiaries which is in line with the Listing Regulations as amended from time to
time. The Policy has been uploaded on the Company's website at https://www.vetoswitchgears.com.

Further, the Company does not have any joint venture or associate companies during the year or
at any time after the closure of the year and till the date of this report.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND
PARTICULARS OF EMPLOYEES

As Information has been laid down under Section 197 (12) of the Companies Act, 2013 read with Rule
5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

1. Ratio of the remuneration of each Director to the median remuneration of the employee
of the Company for the Financial Year: -

S.NO.	NAME OF DIRECTOR	TITLE RATIO TO MEDIAN REMUNERATION
1.	Mr. Akshay Kumar Gurnani	Managing Director	12.26
Â	Â	/ CEO	Â
2.	Mr. Narain Das Gurnani	Whole Time Director	4.08
Â	Â	/ CFO	Â
3.	Ms. Jyoti Gurnani	Woman Director	2.04

2. Percentage increase in remuneration of each Director, Chief Financial Officer, Chief
Executive Officer, Company Secretary or Manager, if any, in the Financial Year

S.NO.	NAME OF PERSON	DESIGNATION	%INCREASE IN REMUNERATION
1.	Mr. Akshay Kumar Gurnani MD & CEO		Not Increased
2.	Mr. Narain Das Gurnani	WTD & CFO	Not Increased
3.	Mr. Jyoti Gurnani	Woman Director	Not Increased
4.	Mrs. Kritika Todwal	CS	Not increased

3. Percentage increase in the median remuneration of employees in the Financial Year:

The median remuneration of employees of the company is same as previous year. There is no
change in managerial remuneration.

Number of permanent employees on the rolls of the Company

There are total 336 employees in the Company.

4.    Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration.

The average increase in the salaries of all employees for FY 2024-25 was 10.00%. There is no
change in average increase in remuneration of managerial personnel. The criteria for
remuneration evaluation for all employees is based on an appraisal process which is conducted
on annual basis and the remuneration of managerial personnel is based as per Nomination &
Remuneration policy. The increase in remuneration also dependents on the overall
performance of the company, market benchmarks. The company reiterates that there were no
exceptional circumstances which warranted an increase in managerial remuneration which was
not justified by the overall performance of the company.

5.    Affirmation:

The remuneration is as per the Nomination Remuneration and Evaluation Policy for the
Directors, Key Managerial Personnel and Other Employees of the Company, formulated
pursuant to the provisions of Section 178 of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

None of the employee of the company is drawing more than Rs. 102 Lakhs per annum or Rs. 8.50 Lakhs
per month for the part of the year, during the year under review. Therefore, particulars of the
employees as required under Section 197 of Companies Act, 2013 read with rule 5(2) & rule 5(3) of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable
during the year under review.

Details of top Ten employees in terms of the remuneration and employees in receipt of remuneration as
prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, containing details prescribed under rule 5(3) of the said rules, will
be made available to any member on request, as per provisions of Section 136(1) of the Act.

Pursuant to Section 197(14) of the Companies Act, 2013 neither the Managing Director nor Whole Time
Director of the Company received any remuneration or commission from any of its subsidiaries.

CORPORATE GOVERNANCE REPORT

Your Company has complied with the Corporate Governance requirements under Companies Act, 2013
and as stipulated under the provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. A detailed Report on Corporate Governance in Annexure III part of this Annual
Report.

CORPORATE GOVERNANCE CERTIFICATE

The Company is continuously submitting “Quarterly Compliance Report on Corporate Governance” as
per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock
Exchanges.

The certificate from the Practicing Company secretary, Mr. Govind Jaiswal, C.P. No.19954, confirming
compliance of requirements of Corporate Governance as stipulated under SEBI (Listing Obligations and
Disclosure Requirements) Regulation, 2015 has been included in Annexures VIII of this report.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board of Directors of the Company is in accordance with the provisions of
Section 149 of the Act and Regulation 17 of the Listing Regulations, with an appropriate combination of
Executive, Non-Executive and Independent Directors.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's
Articles of Association, Ms. Jyoti Gurnani, Director, (DIN: 06953899) retires by rotation at the
forthcoming Annual General Meeting and being eligible offers himself for reappointment. The Board
recommends their reappointment. However, his term is fixed and shall not break due to this retirement.
Your Directors have recommended his appointment for approval of the shareholders, in the ensuing
Annual General Meeting of your Company.

Further, the Board praises the contribution given by Mrs. Kritika Todwal (ACS: A60917) company
secretary cum compliance officer of the company.

The following have been Directors and Key Managerial Personnel during the year.

S. No.	Name of the Directors / KMP	Designation	Date of Appointment
1.	Mr. Akshay Kumar Gurnani	Executive Managing Director and CEO	27/08/2014
2.	Mr. Narain Das Gurnani	Whole-Time Director and CFO	24/05/2016
3.	Mrs. Jyoti Gurnani	Woman Director	27/08/2014
4.	Mr. Sanjeev Kumar Dass	Non-Executive Independent Director	01/09/2022
5.	Dr. Kanwarjeet Singh	Non-Executive Independent Director	06/05/2017
6.	Mr. Hari Krishan Motwani	Non-Executive Independent Director	28/09/2019
7.	Mrs. Kritika Todwal	Company Secretary cum Compliance Officer	01/02/2024

Disqualifications of Directors

During the year declarations were received from the Directors of the Company pursuant to Section 164
of the Companies Act, 2013. Board appraised the same and found that none of the director is
disqualified for holding office as director.

NUMBER OF MEETINGS OF THE BOARD, ITS COMMITTEES & AGM:

In total, Fourteen (14) Board Meetings were held during the year 2024-2025 and the gap between two
consecutive meetings did not exceed 120 days as prescribed in the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. Following is the schedule of
Board Meetings:

Detail of Board Meetings held

S. No.	Date of Board Meeting
1.	30th April, 2024
2.	29th May, 2024
3.	21st June, 2024
4.	29th June, 2024
5.	13 th August, 2024
6.	03rd September, 2024
7.	20 th September, 2024
8.	27th September, 2024
9.	13th November, 2024
10.	09th December, 2024
11.	16th January, 2025
12.	13th February, 2025
13.	22nd February, 2025
14.	24th March. 2025

Separate Meeting of Independent Directors:

Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, Separate Meeting of the Independent
Directors of the Company was also held on 13^th February, 2025. The Meeting was conducted in an
informal manner without the attendance of non-independent Directors and members of management.
The meeting shall:

(a)    review the performance of non-independent Directors and the Board as a whole;

(b)    review the performance of the Chairperson of the company, taking into account the views of
executive Directors and non-executive Directors;

(c)    Assess the quality, quantity and timeliness of flow of information between the company
management and the Board that is necessary for the Board to effectively and reasonably
perform their duties.

Information on the Audit Committee, the Nomination and Remuneration Committee, the
Stakeholders Relationship Committee and the Corporate Social Responsibility Committee and
meetings of these Committees held during the year is given in the Corporate Governance Report.

Further, Annual General Meeting of the Company for the financial year 2023-24 was held on
28^th September, 2024.

The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (“SEBI LODR”) contain provisions for the evaluation of the performance of:

(i)    The Board as a whole,

(ii)    The individual directors (including independent directors and Chairperson) and

(iii)    Various Committees of the Board.

The performance of the board was evaluated by the board after seeking inputs from all the directors on
the basis of the criteria such as the board composition and structure, effectiveness of board processes,
information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees, effectiveness of
committee meetings, etc. The board and the Nomination and Remuneration Committee reviewed the
performance of the Individual Directors on the basis of the criteria such as the contribution of the
Individual Director to the Board and Committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the
chairman was also evaluated on the key aspects of his role. The Directors were satisfied with the
evaluation results, which reflected the overall engagement of the Individual Directors, the Board as a
whole and its Committees with the Company.

The performance evaluation criteria for Independent Directors are determined by the Nomination and
Remuneration Committee. An indicative list of factors that may be evaluated include participation and
contribution by a Director, commitment, effective deployment of knowledge and expertise, effective
management of relationship with stakeholders, integrity and maintenance of confidentiality and
independence of behavior and judgments.

All the Relevant details have been provided in the Corporate Governance Report.

REMUNERATION POLICY

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read
with the Rules issued there under and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors formulated the Nomination and Remuneration Policy of your
Company on the recommendations of the Nomination and Remuneration Committee. Pursuant to
Section 134(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company
which lays down the criteria for determining qualifications, positive attributes and independence for
appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and
other employees is available on the Company's website at https://vetoswitchgears.com.

DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT. IF ANY

The Independent Directors have submitted the declaration of independence, as required under Section
149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in
Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ('the Listing Regulations') as amended from time to time.
The terms & conditions for the appointment of Independent Directors of the Company have been
separately disclosed in the Corporate Governance Report.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that
they have registered themselves with the databank maintained by The Indian Institute of Corporate
Affairs, Manesar (“IICA”). The Independent Directors are also required to undertake online proficiency
self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of
their names in the data bank, unless they meet the criteria specified for exemption.

Dr. Kanwar Jeet Singh, Independent Director of the Company is exempt from the requirement to
undertake online proficiency self-assessment test.

Mr. Hari Krishan Motwani and Mr. Sanjeev Kumar Dass, Independent Directors of the Company had
been cleared online proficiency self-assessment test.

Statement with regard to integrity, expertise and experience of the independent director
appointed during the year

During the year under review, the Board has appointed/ re-appointed Independent Director in the
Company. However, in the opinion of the Board, all our Independent Directors possess requisite
qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule
8(5)(iiia) of the Companies (Accounts) Rules, 2014. List of key skills, expertise and core competencies
of the Board, including the Independent Directors, is provided in Corporate Governance Report.

COMMITTEES OF BOARD

The Company has various committees which have been constituted as a part of the good corporate
governance practices and the same are in compliance with the requirements of the relevant provisions
of applicable laws and statutes. Following are the four Committees of the Board namely:

a)    Audit Committee

b)    Nomination and Remuneration & Compensation Committee

c)    Corporate Social Responsibility (CSR) Committee

d)    Stakeholders' Relationship Committee

Detail of all the Committees along with their composition, charters duties, responsibilities, activities
and meetings held during the year, have been provided in the “Report on Corporate Governance” as
part of this Annual Report.

Name of Committee	Composition of Committee
Audit Committee	1.    Mr. Sanjeev Kumar Dass - Chairman 2.    Mr. Hari Krishan Motwani 3.    Mr. Narain Das Gurnani
Nomination and Remuneration Committee	1.    Mr. Sanjeev Kumar Dass - Chairman 2.    Dr. Kanwarjeet Singh 3.    Mr. Hari Krishan Motwani
Shareholders'/Investors' Grievance Committee	1.    Mr. Sanjeev Kumar Dass - Chairman 2.    Mr. Narain Das Gurnani 3.    Mr. Hari Krishan Motwani
Corporate Social Responsibility Committee	1. Mr. Sanjeev Kumar Dass - Chairman 2.    Mr. Hari Krishan Motwani 3.    Mr. Narain Das Gurnani

The Committee comprises of majority of Independent Directors.

During the year under review, all the recommendations made by the Audit Committee were accepted by
the Board.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The constitution, composition, terms of reference, role, powers, rights, obligations of 'Corporate Social
Responsibility Committee ['CSR Committee'] are in conformity with the provisions of Section 135 and
all other applicable provisions of the Companies Act, 2013, read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014. Relevant details have been provided in the Corporate Governance
Report.

During the year under review, the Company has spent Rs.68.05 lacs on Corporate Social Responsibility
as per the CSR policy of the Company. Which is 2% of average net profit of last three immediately
preceeding financial years. Detailed information report on the CSR initiatives taken during financial
year 2024-25 is given in ANNEXURE-IV.

The Company has focused on social cause, Health, Education and other Humanitarian Causes
implementation of its Corporate Social Responsibility as per Schedule VII of the Companies Act, 2013.

The CSR Policy is available on the Company's website, which is accessible through web link.
https://vetoswitchgears.com.

ENVIRONMENT, HEALTH AND SAFETY

VETO is committed towards caring for people and the planet by integrating environmental and safety
principles in all the aspects of its business from procurement to material usage, from manufacturing of
sustainable products to creating awareness through marketing or through innovation / R&D for better
products and processes. We constantly monitor and innovate our environmental and occupational
health and safety performance through our internal risk management mechanism. At the compliance
level, your Company confirms to all applicable regulatory Environmental Health & Safety (EHS)
requirements wherever it operates.

Our Company is sensitive towards environmental and resource conservation and its manufacturing
philosophies which ensure safety of the workers and surroundings. Being in a non-polluting category of
business, it causes minimal impact on the environment but has a huge positive impact on the local
community. Restrictions of Hazardous Substances (RoHS) compliance in all its products like CFLs,
cables, PCBs, etc. ensures safety across the product life cycle. Our Company strongly believes and
promotes energy conservation not only through its products but also within the premises. Energy
conservation measures have been adopted at all the plants.

Our Company follows best practices for health and safety. Employees and workers are regularly trained
by industry experts on issues of occupational and industrial health & safety, first-aid and environment
management. Healthy lifestyle and well-being are also promoted as a culture at VETO. Our Company
also provides life insurance cover, personal accident cover and robust medical & health policies to all
field staff against any unfortunate incident. VETO strongly believes in maintaining a balanced work-life
and therefore follows strict in-and-out work-timings. This has gone a long way in maintaining a healthy,
happy and motivated workforce.

Our approach at workplaces was strategically formulated and implemented, considering the nature of
working site, employee strength, floor density and other relevant attributes

RISK MANAGEMENT

The Company has framed and implemented Risk Management Policy to identify the various business
risks. This framework seeks to create transparency, minimize adverse impact on the business
objectives and enhance the Company's competitive advantage. The risk management policy defines the
risk management approach across the enterprise at various levels including documentation and
reporting.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors to the best of their knowledge
hereby state and confirm that:

(a)    in the preparation of the annual accounts for the financial year ended 31^st March 2025, the
applicable accounting standards have been followed along with proper explanation relating to
material departures;

(b)    the Directors had selected such accounting policies, being applied them consistently and make
judgments & estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company as at 31^st March 2025 and profit of the Company for that period;

(c)    the Directors had taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;

(d)    the Directors had prepared the annual accounts on a going concern basis;

(e)    the Directors had laid down proper internal financial controls have been laid down which are
adequate and are operating effectively; and

(f)    the Directors had devised Proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, the
Company has formulated a Policy on Related Party Transactions. During the year under review, the
Policy has been amended to incorporate the regulatory amendments in the SEBI Listing Regulations.
The updated Policy can be accessed on the Company's website at www.vetoswitchgears.com

All related party transactions that were entered by the company during the financial year were on the
arm's length basis and in the ordinary course of business. The company has not entered into any
contract, arrangement and transaction with related parties which could be considered material in
accordance with the policy of the company on related party transactions. Details with respect to
truncations with related parties entered into by the company during the year under review are
disclosed in the accompanying financial results and the details pursuant to clause (h) of section 134(3)
of the act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure V in the form
AOC-2.

The Company has put in place a mechanism for certifying the Related Party Transactions, A Statements
placed before the Audit Committee and the Board of Directors from an Independent Chartered
Accountant.

All Related Party Transactions are placed before the Audit Committee and also to the Board for
approval. Omnibus approval was obtained on yearly basis for transactions which are of repetitive
nature. Transactions entered into pursuant to omnibus approval are audited and a statement giving
details of all Related Party Transactions are placed before the Audit Committee and the Board for
review and approval.

However, Details of related party transactions entered into by the Company, in terms of Ind AS-24 have
been disclosed in the notes to the standalone/ consolidated financial statements forming part of this
Report & Annual Accounts 2024-25.

ANNUAL RETURN

A copy of the Annual Return of the Company containing the particulars prescribed u/s 92 of the
Companies Act, 2013, in Form MGT-7, as they stood on the close of the financial year i.e. 31^st March,
2025 is uploaded on Company's website: https://vetoswitchgears.com.

AUDITORS

STATUTORY AUDITORS

The Board of Directors, as recommended by the Audit Committee and being subject ed to shareholder's
approval appointed SGCO & CO LLP (Firm Registration No. 112081W) for a term of 5 (five) consecutive
years at the 17^th Annual General Meeting held on 28^th September, 2024.

OBSERVATION

The observations of Statutory Auditor in its reports on standalone and consolidated financials are self¬
explanatory and do not contain any qualification, reservation or adverse remark or disclaimer.

DETAILS

There was no fraud in the Company, which was required to report by Statutory Auditors of the
Company under sub-section (12) of Section 143 of Companies Act, 2013.

COST AUDITORS

As per Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost
records conducted by a Cost Accountant in practice.

M/s. Rajesh & Company, Cost Accountants (Firm Registration Number No. 000031) were re-appointed
as the Cost Auditor of the Company for the year ending 31^st March, 2026. The due date for filing the Cost
Audit Report of the Company for the financial year ended 31^st March, 2025 was filed in XBRL made by
the Cost Auditor within due date.

Based on the recommendation of Audit Committee, the Board of Directors re-appointed M/s. Rajesh &
Company, Cost Accountants (Firm Registration Number No. 000031) as Cost Auditor to audit the cost
accounts of the Company for the Financial Year 2025-26, Cost Auditors have confirmed that their
appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013 and have also certified
that they are free from any disqualifications specified under Section 141(3) and proviso to Section
148(3) read with Section 141(4) of the Companies Act, 2013.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditors are
required to be placed before the members in a General Meeting for their ratification. Accordingly, a
resolution seeking members' ratification for the remuneration payable to M/s. Rajesh & Company; Cost
Auditors forms part of the AGM Notice.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed Mr. Govind Jaiswal & Co.,
Practicing Company Secretary, Jaipur to conduct Secretarial Audit for a term of five consecutive years,
commencing from financial year 2025-26 till financial year 2029-30.

The Secretarial Audit Report (MR-3) for the Financial Year ended 31^st March 2025 is annexed herewith
marked as Annexure VI to this Report. The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.

Further, pursuant to the provisions of Section 204 of the Act, the Board of Directors on the
recommendation of the Audit Committee had appointed Mr. Govind Jaiswal & Co., Practicing Company
Secretary, Jaipur, as Secretarial Auditors of the Company for issuing the Secretarial Audit Report for the
financial year 2025-26.

SECRETARIAL AUDIT OF MATERIAL UNLISTED SUBSIDIARY COMPANY

Vankon Modular Private Limited, a material subsidiary of the Company undertakes Secretarial Audit
under Section 204 of the Companies Act, 2013. The Secretarial Audit of Vankon Modular Private
Limited for the Financial Year 2024-25 was carried out pursuant to Section 204 of the Companies Act,
2013 read with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Secretarial Audit Report of Vankon Modular Private Limited submitted by Mr.
Govind Jaiswal & Co., Practicing Company Secretary, Jaipur, does not contain any qualification,
reservation or adverse remark or disclaimer. The Secretarial Audit Report given by the Secretarial
Auditor of the Company is annexed as Annexure VII and forms an integral part of this Report.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2024-25 for all applicable compliances as
per SEBI Regulations and Circulars/ Guidelines issued there under. Pursuant to provision of Regulation
24A, the Annual Secretarial Compliance Report was obtained from Mr. Govind Jaiswal & Co., Practicing
Company Secretary, Jaipur, Secretarial Auditors and submitted to the stock exchanges within 60 days of
the end of the financial year.

INTERNAL AUDITORS

Pursuant to the provisions of the Companies Act, 2013 read with corresponding Rules framed
thereunder. The Board of Directors has re-appointed Mr. Kunal Sanghi, Chartered Accountant as
Internal Auditor to conduct the internal audit of the various areas of operations and records of the
Company. The periodic reports of the said internal auditors are regularly placed before the Audit
Committee along with the comments of the management on the action taken to correct any observed
deficiencies on the working of the various departments.

The Audit Committee reviews adequacy and effectiveness of the Company's internal control
environment and monitors the implementation of audit recommendations including those relating to
strengthening of the Company's risk management policies and systems.

The Board has put in place a Code of Conduct for Directors and Senior Management of the Company in
line with the provisions of the Act and the Listing Regulations. The Code is available on the website of
the Company.

All Board members and senior management personnel have confirmed compliance with the Code has
been included in Annexures X of this report. Declaration on adherence to the code of conduct is
forming part of the Corporate Governance Report.

MD/CFO CERTIFICATION

In terms of requirement of Regulation 17(8) read with Part B of Schedule II of Listing Regulations,
Mr. Akshay Kumar Gurnani, Managing Director cum Chief Executive Officer and Mr. Narain Das Gurnani,
Whole Time Director cum Chief Financial Officer of the Company have furnished certificate to the Board
in the prescribed format certifying that the financial statements do not contain any materially untrue
statement and these statements represent a true and fair view of the Company's affairs. The said
certificate is annexed in Annexures XI of this Report. The said certificate had been reviewed by the
Audit Committee and the same was taken on record by the Board at the Meeting held on 30^th April
2025.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN
FUTURE

There were no significant material orders passed by the Regulators/Courts/Tribunals which would
impact the going concern status of the Company and its future operations.

DETAILS WITH RESPECT TO ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE
TO THE FINANCIAL STATEMENTS

Your Company's internal control system is commensurate with its scale of operations designed to
effectively control the operations. The internal control systems are designed to ensure that the financial
and other records are reliable for the preparation of financial statements. Independent Internal Auditor
conduct audit covering a wide range of operational matters and ensure compliance with specified
standards. Planned periodic reviews are carried out by Internal Auditor. The findings of Internal Audit
are reviewed by the top management and by the Audit Committee of the Board of Directors. The Audit
Committee reviews the adequacy and effectiveness of internal control systems and suggests ways of
further strengthening them, from time to time. Report of statutory auditors for internal financial
control system is part of Audit Report.

The Company has robust internal financial controls systems, which is in line with requirement of the
Companies Act, 2013, which is intended to increase transparency & accountability in an organization's
process of designing and implementing a system of internal control. This provides the Directors with
reasonable assurance regarding the adequacy and operating effectiveness of controls with regards to
reporting, operational and compliance risks. The Company has devised appropriate systems and
framework including proper delegation of authority, policies and procedures, effective IT systems
aligned to business requirements, risk based internal audits and, risk management framework.

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (“POSH Act”) and Rules made thereunder, the Company has in place
a policy which mandates no tolerance against any conduct amounting to sexual harassment of women
at workplace and ensures that workplaces remain free from sexual harassment and provides a safe and
secure environment for women.

As a good corporate citizen, Veto is committed to a gender friendly workplace. It seeks to enhance equal
opportunities for men and women, prevents/stops/redresses sexual harassment at the workplace and
institute good employment practices. Veto has established suitable processes and mechanisms to
ensure and address issues on sexual harassment, if any, maintaining an open door for repartees. Veto
encourages employees to report any harassment concern and is responsive to complaints about
harassment or any other unwelcome and offensive conduct. An Internal Complaint Committee has been
constituted to enquire into the complaints and recommend appropriate action, wherever required. Veto
demands, demonstrates and promotes professional behavior and respectful treatment of all employees.

The summary of complaints received and disposed-off during the Financial Year 2024-25 were as
under:

Number of complaints received: NIL

Number of complaints disposed off: Not Applicable

CREDIT RATING

Your Company has been ascribed long-term rating of BBB+ (ICRA triple B plus) for the tenure of long
term facilities, which includes facilities of more than a year. Along with that your company has been
allotted Short-term rating ICRA A2 (A Two) by ICRA Limited for the tenure of short term facilities,
which includes facilities relating and limited to a year. Further the outlook of long term rating is
“Stable”.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of
Company Secretaries of India and approved by the Central Government under Section 118(10) of the
Act.

DEPOSITORY SYSTEM

Our Company's Equity Shares are in dematerialized form through The National Securities Depository
Limited (NSDL) and The Central Depository Services (India) Limited (CDSL). The Company has already
set the requisite facilities for dematerialization of its Equity Shares in accordance with the provisions of
Depository Act, 1996 with National Securities Depository Limited and Central Depository Services
(India) Limited. The Company had entered into agreements with both the Depositories. Accordingly,
Post IPO, shares of the Company are held in demat form.

LISTING OF SHARES

The shares of the Company are listed on recognized Stock Exchanges i.e. at BSE Limited & at National
Stock Exchange of India Limited and the listing fee for the year 2024-25 has been duly paid.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EARNINGS & OUTGO

Particulars in consonance with conservation of energy, technology absorption, foreign exchange
earnings and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule
8(3) of the companies (Accounts) Rules, 2014:

(A)    CONSERVATION OF ENERGY

The Company contributes to environmental protection by abiding sustainable business practices, it
supports optimum utilisation of resources resulting to overall environmental and sustainable growth.
The Company supports eco- friendly environment via optimum consumption of natural resources and
restricts itself from over utilising and exploitation of the same.

(i)    The steps taken or impact on conservation of energy

•    Replacement of conventional light fittings with LED light fixtures

•    Usage of “Servo Machine” for plastic moulding instead of non-servo machines to save
power by 15%.

•    Use of “UV process” instead of lamination for packaging, a chemical treatment of paper
which is biodegradable and 100% recyclable.

•    Redesign of pay off fixtures in cables division to reduce energy consumption by 40%.

•    Optimisation of products and processes to minimise waste generation and address
environmental and safety concern.

•    Use of power saving lamps for assembly areas

•    Optimum utilisation of available resources and eliminating ideal running of machines.

•    Implementing best practices across all plants by using energy efficient equipment.

(ii)    The steps taken by the Company for utilising alternate sources of energy

•    Installation of Solar panel of 15 Kw having capacity to operate 150 tube lights and 40
heavy motor fans.

(iii)    The capital investment on energy conservation equipment

•    Investment of Rs. 15 lacs on solar panel.

(B)    TECHNOLOGY ABSORBTION

The Company is constantly upgrading the technology used in production process to foster the growth of
technical environment. It tends to acquire technical know-how from time to time for managing its
position in the market and also to deal with the competitive world. This has enabled the Company to
keep abreast with the latest developments in product technology, manufacturing process and methods,
quality assurance and improvement, marketing, management systems.

(i) The efforts made towards technology absorption:

•    Launched new product range VYOMA for modular switches.

•    Creating breakthrough technologies for new businesses.

•    Launched new variant of OCEAN having double ball bearing motor.

•    The company is focused on nurturing an innovative culture.

•    Design and development of energy efficient induction motor for ceiling fans.

(ii)    The benefits derived like product improvement, cost reduction, product development or
import substitution

•    To attain market leadership and competitive advantage, the company went through
various upgradations and improvements.

•    Improvement in production chain.

•    Development of in house domain expertise to support product development.

•    Innovating products to deal with ever - changing needs and environment.

•    Customizing products with need of the hour and with view of customer satisfaction.

•    A variety range of products with unique colour combinations suitable to consumer needs.

•    Quality improvement and increased productivity.

(iii)    In case of imported technology (imported during the last three years reckoned from the
beginning of the financial year

The company imported indispensable resources as they were available at reasonable prices as
compared to the native country. Such resources have been utilised to their full efficiency and
it has given a good impact on the product as well.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

The company imports some technology for production of final goods, such import is necessary for the
creation of final product (the output). It manages such imports as it is more feasible for the company
keeping in mind the financial resources.

(Amount in Rs.)

PARTICULARS	AMOUNT
Foreign exchange earnings in terms of actual inflow	23601202.81/-
Foreign exchange outgo in terms of actual outflow	0

Management Discussion and Analysis

As per the terms of Regulation 34(2)(e) of the Listing Regulations, the Management Discussion and
Analysis Report forms part of this Annual Report.

The Company tends to grow its environment in several aspects such as financial, human resource level,
capital resource, technological, controlling and etc. keeping in mind its competitors and others threats
in the market.

(a) Industry structure and developments

The Russia-Ukraine war disrupted the chances of global economic recovery from the COVID-19
pandemic, at least in the short term. The war between these two countries has led to economic
sanctions on multiple countries, a surge in commodity prices, and supply chain disruptions,
causing inflation across goods and services and affecting many markets across the globe. The
electrical and electronics market is expected to grow to $4986.91 billion in 2027 at a CAGR of
7.5%. The renewable generation sector is a promoting and advancing alternative for green
power generation. The main challenge with these resources is their uncertain power output,
which can be compensated with storage systems and strong uncertainty management decision¬
making tools.

The escalating rate of global power consumption generates huge carbon emissions. Thankfully,
electrical energy pollution is on the decrease in 2023 thanks to the widespread adoption of new,
greener lighting solutions with lower energy profiles and higher illumination quality. People
today want their lights to be part of a super convenient and personally expressive domestic
experience, and manufacturers are stepping up to the challenge. LED lighting in residential
settings will continue to grow in popularity due to their several advantages. These include using
up to 75% less energy while boasting a life expectancy that is 25 times longer than incandescent
lights. (Source: https://vourpowerpro.com)

The Government of India have also taken efficient measures for the growth of industry such as
the “Go Green” program the new 'jeevan mantra': Make in India 2.0 seeking to protect the
domestic manufacturers and pushing them up the value chain.

Company Overview

Veto Switchgears and Cables Limited is a diversified manufacturer of wires & cables, electrical
accessories, industrial cables, fans, CFL lamps, pumps, modular switches, LED lights, immersion
heater, MCB and distribution board, keeping in view the market demands and customer needs it
tends to give satisfactory products to its customers. Having a diversified vision in every aspect of
electrical manufacturing it believes in innovation and manages with dynamic changes in the
market. Along with that Veto is India's first company to produce ISI mark electrical accessories

The company has a strong team of highly qualified professionals who strive to innovate the best
products with the use of advanced high tech machinery. A strong distribution network of 2500
dealers across the country to provide our quality products to our valued customers. The
company is manufacturing all types of housing wires under the brand name VIMAL POWER
which is a renowned brand in the western region of India. Company strives to set new
benchmarks in providing high quality products at competitive rates.

(b) Opportunities and threats

> Opportunities:

•    Dynamical: The company has made immense efforts to sustain in the ever changing
dynamic market, having unique style, variants and being satisfactory to consumer needs,
it has evolved in maintaining such position.

•    Adaptable: The nature being unstable and having variations according to demands and
needs of the hour, the company is adaptable to frequent changes and balancing its
position for adapting changes entering in the market. It also focuses on getting informed
prior to its competitors so that it can take advantage of the same.

•    Prosperity and living standards: Consumer preferences keeps on changing with
respect to their income and it encourages consumers to shift their preferences to high
quality appliances, modern solutions matching with their living standards.

•    Power saving products: Consumers have known the importance of environment and
they are also concern about it, they prefer products which are energy efficient so that it
can help in saving environment as well as bills.

> Threats:

•    Competitive intensity: For having a competition balance the industry is growing well,
with this, new players come to the market which leads to greater competitive intensity.

•    Inflation rate: High inflation rate results in slowdown of the economy which triggers a
challenge to the business.

•    Demand: In this ever changing and developing environment, demand for the products
keeps on changing affecting the production cycle of the product.

(c) Segment-wise Performance

Veto brand is established in electrical industry since 1967 by delivering wide range of Wires &
Cables, Electrical Accessories, Industrial Cables, Fans, etc. With each opportunity we intend to
make best out of it, having view of customer satisfaction we encourage our team for betterment
of the industry as a whole. Our segments are: -

•    WIRES AND CABLES

The global wires and cables market is projected to grow from $200.23 billion in 2022 to
$294.73 billion in 2029, at a CAGR of 5.7% in forecast period. Increasing investments in
transmission and distribution of electric power and growth in demand from data centres
and the telecom industry will drive the wires and cables market growth during the
projected period. High cash inflow in smart grid projects and up-grading power
transmission systems are also expected to boost the demand for wire and cables.

(Source: www.fortunebusinessinsights.com)

Construction cables and wire sector anticipated to see steep growth in demands in
coming days owing to huge government's spending in infrastructure, smart cities and
real estate boom. The growing trend of upgrading and replacing existing electric
infrastructure has created a positive growth scenario for the wire and cable market.
Increasing electricity demand due to population increase and fast industrialisation would
propel market growth.

Company's wires and cables division registered revenues of Rs. 7448.94 Lakhs
during FY 2024-25 as compared to revenues of Rs. 7,267.63 Lakhs in FY 2023-24.

•    ACCESSORIES & OTHERS

The global switchgear market size is projected to reach $170.40 billion by 2027,
exhibiting a CAGR of 6.6% during forecast period. The rapidly growing electrification
need in remote areas coupled with the increasing electricity generation has positively
affected the growth of various electrical equipment. The increasing targets by regional
government for delivering electricity in rural areas and rising investments in this
industry are the key switchgear market trends that are projected to cater the market
growth. (Source: www.fortunebusinessinsights.com)

Electrical switchgear is a combination of electrical components designed to regulate,
control, and protect the electricity generation, transmission, and distribution equipment.
The global electrical switchgear market is anticipated to grow in the coming years owing
to the rise in demand for medium and high voltage electrical switchgear. Also, the
increasing demand for transformers is expected to fuel the growth of this market
segment, as revenue in the electrical switchgear market is directly proportional to
demand transformers.

Distribution of electricity in the real estate, construction, and industrial infrastructure
sector requires several electrical components. Therefore, the growth in these sectors is
expected increase the safety measures in electrical transmissions, fueling the demand for
electrical switchgear. The high demand for integrating renewable energy sources in the
power and energy sector will continue to drive the demand for electrical switchgear to
ensure safety and protection of electricity transmission and distribution networks.
(Source: www.infinitiresearch.com)

Company's accessories & others division registered revenue of Rs. 6983.66 Lakhs
during FY 2024-25 as compared to revenues of Rs. 5215.54 Lakhs in FY 2023-24.

• LIGHTINGS AND FITTINGS

The global lighting size is projected to reach USD 163.72 billion by 2027, exhibiting a
CAGR of 4.3% during forecast period. Light play an important role in every sector. The
applications of light in activities such as interior designing, photography and other uses
are rising with the increase in population and fascinating demands of such population.
Numerous scientists have indicated the usage of LEDs in growing plants through
practical evidence. Demand for LED plays an important role in plant growth and
development, as its converts electricity into light by using the properties of metal,
thereby delivering white light.

Government in several countries across the world are focusing on implementing
regulations on energy efficient products. In our country Government is focused on
developing new houses for homeless people, which in turn is driving the lighting market
growth in the region. Furthermore, over the past few decades, the industry has witnessed
the integration of concepts such as artificial intelligence and the Internet of things (IoT).
The use of these concepts has allowed light manufacturing companies to develop
innovative products. (Source: www.fortunebusinessinsights.com)

Veto is well placed in the smart lighting, LED, fan, CFL and other fancy lighting segment
with a strong product profile, well-entrenched trade network along with supportive
consultants and contractors. It is more inclined towards producing and selling lights at
minimum rates, so that people can afford and use it for a long duration of time.

Company's lightings and fittings division registered revenues of Rs. 7141.60 Lakhs
during FY 2024-25 as compared to revenues of Rs. 8472.28 Lakhs in FY 2023-24.

(d)    Outlook

The company has a diversified product portfolio and well maintained distribution network. The
management of the company is quite experienced and understanding, coping with all the
changes in the industry. Teamwork is a core of the company as work is done with less time yet
efficiently. The rapid pace of innovations in the field is stimulating consistent demand for newer
and faster equipment. Technological development is a key to attracting both consumers and
business users for either replacing or upgrading the older products with advanced version. The
level of competitive intensity has increased significantly in recent times. However, the strength
of the Company's product portfolio, its distribution network and its brands will enable it to
successfully deal with competitive pressures. The company intends to provide maximum
satisfaction to its customers, employees and the environment. It plans to grow its sectors with
innovative ideas relating to consumer preferences, keeping in mind substantial and bio¬
degradable products having a motive of optimum utilization of resources.

(e)    Risks and concerns

1.    Common risks such as accidents in the workplace, fires, etc.

2.    Natural disasters such as earthquake, tornadoes, etc.

3.    Uncertainties in financial market

4.    Credit risk

5.    Interest rate risk

6.    Security and storage of data and records

7.    Disruption in supply chain

8.    Financial instruments affected by market risk including loans, borrowings, trade
payables and deposits.

The Company has a risk identification and management framework appropriate to it and to the
business environment under which it operates. Risks are being identified at regular intervals by
the Board.

The Company has a Risk Management Policy, which provides an overall framework of Risk
Management in the Company. The Board of Directors are responsible for the assessment,
formulation and implementation of guidelines, managing key risks, risk minimization procedures
and periodicals review.

(f)    Internal control systems and their adequacy

The company has adequate systems of internal control commensurate with its size and the
nature of its operations. These have been designed according to the requirements of the
Companies Act, 2013 and the globally accepted framework issued by the Committee of
Sponsoring Organizations (COSO) of the Treadway Commission, to provide reasonable assurance
with regard to recording and providing reliable financial and operational information,
safeguarding assets from unauthorized use or losses, executing transactions with proper
authorization and ensuring compliance with corporate policies. The company has a well-defined
manual for delegation of authority, approving revenue and expenditure. The company uses an
updated system to record data for accounting, consolidation and management information,
connecting to different locations for the exchange of information. The Audit Committee of the
board periodically reviews Internal Audit reports, progress in implementation of Committee's
recommendations and the adequacy of internal control systems.

Vigil Mechanism and Whistle Blower Policy

The Policy provides a framework to promote responsible and secure reporting of undesirable
activities (“whistle blowing”). Through this Policy, the Company seeks to provide a mechanism to
the whistleblower to disclose any misconduct, malpractice, unethical and improper practice
taking place in the Company for appropriate action and reporting, without fear of any kind of
discrimination, harassment, victimisation or any other unfair treatment or employment practice
being adopted against the whistleblower.

The Audit committee of the company oversees vigil mechanism process of the company pursuant
to the provisions of the Act. Employees may also report to the chairman of the Audit committee.
A report on the functioning of the mechanism, including the complaints received and actions
taken, is presented to the Audit committee on a quarterly basis.

No complaints were received during the financial year 2024-25.

(g)    Financial Performance with respect to operational performance

This has been mentioned in Director's Report.

(h)    Human Resources / Industrial Relations

Veto encourages a culture of trust and mutual respect, it strongly believes that its employees are
the key pillar of your Company's success in the market. The talent pool of the company has
steadily evolved with changing times with fresh talent being infused to meet demanding
situations. Apart from continued investment in skill and leadership development of its people,
the Company has also focused on employee engagement initiatives and drives aimed at
increasing the culture of innovation and collaboration across all division of the workforce. Your
Company's people strategy is aligned with its overall vision to be the pioneer in shaping the
future of sustainable energy and your Company is committed to nurturing a cordial and
diversified work environment in a growing market.

We humbly acknowledge the contribution with competitive compensation and benefits that
appropriately reward performance. Inspired by the commitment to quality and core values of
honesty and transparency, the directors and employees look forward to the future with
confidence and stand committed for creating a brighter future for all our stakeholders.

The company have strength of 336 employees as on 31^st March, 2025.

KEY FINANCIAL RATIOS:

Ratio	FY 2024-25	FY 2023-24	Change	Remarks
Current Ratio (times)	4.97	6.51	(23.65)	NA
Debt- Equity Ratio (times)	0.06	0.05	17.89	NA
Debt Service Coverage Ratio	0.99	2.77	(64.20)	The ratio impacted due to reduction in earning and increase in debt

Â	Â	Â	Â	fund during the year
Return on Equity (ROE)	0.09	0.14	(36.39)	The ratio impacted due to decrease in net profit during the year.
Inventory turnover ratio	3.08	3.05	1.06	NA
Trade Receivables Turnover Ratio	2.25	2.35	(4.20)	NA
Trade Payable Turnover Ratio	12.34	13.98	(11.76)	NA
Net Capital Turnover Ratio	1.50	1.38	8.72	NA
Net Profit Ratio	0.10	0.15	(31.69)	The ratio impacted due to decrease in net profit during the year.
Return on Capital Employed (ROCE)	0.11	0.17	(37.82)	The ratio impacted due to decrease in net profit during the year.
Return on Investment (ROI)	0.00	0.50	(99.48)	The ratio has impacted mainly because of redemption of investment and absence of Dividend Income.

COMPETITION

The market comprises of international and regional / local vendors who faces intense competition from
the unorganized vendors. The regional and unorganized players in the market offer products at a
comparative price which induces the well-established international electric wire and cable
manufacturers to focus on differentiating their products to sustain their market shares. In addition to
innovative product offerings, cable and wire manufacturers have also entered into various business
strategies such as mergers and acquisitions to acquire new technologies and have expanded their
customer reach.

The leading vendors in the market are -

•    Finolex Cables

•    Havells India

•    KEI Industries

•    Polycab Wires

The other prominent vendors in the markets are Cable Corporation of India, Apar Industries Limited,
Cords Cable Industries, KEC International, LS Cable India, Shilpi Cable Technologies, Universal Cable,

and V-Guard Industries, Orient Electric Ltd, Crompton Greaves Consumer Electrical Ltd, ABB India Ltd
and Siemens Ltd.

Your company has strong and efficient team of marketing professionals, dealers and distributors and is
very well prepared to face the competition and to cater the consumer needs by enhancing its own
brand in the industry.

MARKETING SETUP

Veto holds a major part of market share of electrical accessories in India. The company has a strong and
efficient team of marketing professionals, dealers and distributors. Our Promoters carry and share their
vast experiences in the marketing segment of wires and cables, electrical accessories & other allied
products. They have been indulging into manufacturing and marketing segments for Veto Brand
products for the past over 55 years. Veto holds a recognized reputation among its dealer network
consisting of more than 3000 in numbers. The selling price of the components to be manufactured is
decided on the basis of design complexities, material used, process gone through, quantity, period of
supply, etc.

Your Company had major earnings from the state of Rajasthan and Karnataka and now Madhya
Pradesh and Uttar Pradesh also forms the part of the major earnings due to our continuous focus on
widening and covering more and more states of India. Almost 15 states have become a major part of
our distribution network, including Gujarat, NCR, Haryana, Punjab, Himachal Pradesh, J&K,
Uttarakhand, Assam, Andhra Pradesh, Telangana, Kerala, Maharashtra and Tamilnadu. The
company has broadened its network and distribution channels. Our products are marketed in both
domestic and international markets. We have also entered into International Market by distributing our
dynamic varieties of electrical products in cities of UAE and got a major success over there. The
company and its Board is continuously putting efforts toward making Veto a globally established brand.

STRENGTH & WEAKNESS

>    Strength

•    Established brand in North West India, South and central

•    Experienced management team

•    Organized and comprehensive product offering

•    Established reputation for quality products

•    Driving growth through innovation and marketing

•    Our relationship with customers

•    Our relationship with more than 3000 dealers

•    Dedicated team of technical manpower

•    Union Budget allocated high expenditure in IFRA Sector

•    "Pradhan Mantri Awas Yojana” in Remote Area

>    WEAKNESS

•    Players in regional market.

•    Any avoidance of rules of Government caused under unavoidable circumstances may have an
adverse impact on the project.

•    Dependency on suppliers of raw materials.

DISCLAIMER CLAUSE

Statements in Management Discussion and Analysis describing the Company's objectives, projections,
estimates, expectations or predictions are forward looking statements within the meaning of applicable
securities laws and regulations. Actual results could differ materially from those either expressed or
implied. Important factors that could make a difference to the Company's operation include among
others, economic conditions affecting demand /supply and price conditions, variation in prices of raw
materials, changes in Government regulations, tax regimes, economic developments and other
incidental factors.

OTHER DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as
there were no transactions/events on these items during the year under review: -

>    As on 31^st March 2025, none of the Directors of the company hold instruments convertible into
equity shares of the Company.

>    Company has not granted any stock option or issue sweat equity shares during the year.

>    The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company
for the financial year ending March 31^st, 2025.

>    No application was made or any proceeding is pending under the Insolvency and Bankruptcy
Code, 2016 during the year in respect of your Company.

>    There was no one-time settlement of loan obtained from the Banks or Financial Institutions.

ACKNOWLEDGEMENT

We thank our customers, vendors, investors and bankers for their intense support throughout the year.
We place on record our appreciation of the contribution made by our employees at all levels. We thank
the Government of India, particularly the Ministry of Commerce, Ministry of Finance, Ministry of
Corporate Affairs, the Custom and Excise Departments, Income Tax Department, the Reserve Bank of
India, the State Government(s) and other government agencies for their support, and look forward to
their continued support in the future.

Date: 04/09/2025
Place: Jaipur

For and on behalf of the Board of Directors

Akshay Kumar Gurnani    Narain Das Gurnani

Managing Director & CEO Whole-Time Director & CFO
DIN: 06888193    DIN:01970599

---

Mar 31, 2024

Your Directors have pleasure in presenting the 32^nd Annual Report on the Company's business and operations, together with the Audited Financial Statements for the Financial Year ended 31^st March, 2024 and other accompanying reports, notes and certificates.

FINANCIAL HIGHLIGHTS

The Financial highlights of the Company for the year ended March 31, 2024 are as follows:

Particulars	Figures (in Lakhs)
	Year Ended	Year Ended
Â	March 31, 2024	March 31, 2023
Gross Sales	6301.11	1811.63
Other Operating Income	-	-
^Total Revenue	6301.11	1811.63
Less: Total expenses	5351.14	1676.03
Profit/(Loss) before Exceptional and	949.97	135.60
Extraordinary items and Tax	Â	Â
^ ~ Exceptional Items	-	- ,
Extraordinary Items	-	-
Profit/(Loss) before Tax	949.97	135.60
Tax Expenses (Deferred Tax)	239.09	-2.33
Profit/ (Loss) for the year	710.88	137.92

The Company has reported Profit of Rs. 710.88 (In lakhs) during the year as compared to profit of Rs. 137.92 (In lakhs) in the previous year.

DIVIDEND & APPROPRIATIONS

Based on the Company's performance, the Board recommended a dividend of ' Rs. 1 per share on 71,04,707 equity shares of ' 10 each, subject to the approval of the Members. The final dividend on equity shares, if approved by the Members, would involve a cash outflow of Rs. 71,04,707.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members effective April 1, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income-Tax Act, 1961.

The Record date for the purpose of the final dividend for the financial year ended March 31, 2024, is September 23, 2024.

TRANSFER TO RESERVES

There has been no transfers to the General Reserve of the Company for the year under review.

SHARE CAPITAL Authorized Capital:

The Authorized Share capital of the Company as on March 31, 2024 is INR 25,00,00,000.

Issued, Subscribed and Paid-up Capital:

The Issued, Subscribed and Paid-up Capital of the Company is INR 7,10,47,070. No change in the Issued, Subscribed and Paid-up Capital is made during the year under review.

DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES

Sr.	Name of	Subsidiary / Joint Venture /	Date of becoming of Subsidiary /
No	Company	Associate Company	Joint Venture / Associate Company
-	-	-	-

Statement Containing Salient Features of Financial Statements of Associate Company:

Your Company is not having any Associate Company and hence the statement containing the salient feature of the financial statement of a company's associate Company under the first proviso to subsection (3) of section 129 in the prescribed Form AOC-1 does not form part of Directors' Report.

Details of New Subsidiary/ Joint Ventures/Associate Companies:

There are no new Subsidiary/Joint Ventures/Associate Companies of the Company during the year under review.

Details of the Company who ceased to be its Subsidiary/ Joint Ventures/ Associate Companies:

Sr. No.	Name of ^Company	Subsidiary / Joint Venture / * Associate Company	Date of cessation of Subsidiary / Joint Venture / Associate Company
-	-	-	-

BOARD OF DIRECTORS, MEETINGS AND ITSCOMMITTEES:

Change in Directors and Key Managerial Personnel:

During the period under review the following changes took place in the Composition of Board of Directors and Key Managerial Personnel of the Company:

#    Ms. Manjeet Mehta Independent director of the company resigned from her post on 21.12.2023.

#Priyanka Garg resigned from the post of Company Secretary and Compliance Officer on 30th June, 2023.

#    Ms. Megha Chitre was appointed as the company secretary and compliance officer of the company in the board meeting held on 12.08.2023.

#    Mr. Hitarth Prafulbhai Kadia CFO of the Company resigned from his post on 16.03.2024.

i^In terms of Section 152 and other applicable provisions, if any, of the Companies Act, 2013 (the Act'), Mr. Sanjay Lalbhadur Upadhaya (DIN: 07497306) retires by rotation at this Annual General Meeting and being eligible, offers themselves for re-appointment.

Meeting of Shareholders of the company

Meeting	Date & Time
31st Annual General Meeting	Friday, September 11, 2023 at 2:00 P.M
Extra- Ordinary General Meeting#	Thursday, May 9th 2024 at 1:00 P.M.

# EGM conducted for considered and approve Scheme of Amalgamation of Plus Care Internationals Private Limited (transferor Company) amalgamating with One Global Service Provider Limited and their respective shareholders.

Meetings of the Board of Directors:

During the year under review, 4 (Four) Meeting of the Board of Directors were held on 26^th May, 2023, 12^th August, 2023, 9^th November, 2023, 13^th February, 2024, in accordance with the provisions of the Companies Act, 2013 and rules made there under and the applicable secretarial standards.

The details of attendance of each Director at above Meetings are provided as below:

Sr. No.	Name of the Director	No. of Board Meetings entitled to attend as a Director	^ No. of Board Meetings attended
1.	Sanjay Lalbhadur Upadhyay	4	4
2.	Manjeet Sanjay Mehta	3	3
3.	Avni Chouhan	4	4

4.	Hemang Shah	4	4
5.	Pooja Khakhi	4	4 _

Committees of Board:

The provisions of the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosures Requirements), Regulation, 2015 have prescribed and mandated

Forming of Committees of the Board for efficient working and effective delegation of work and to ensure transparency in the practices of the Company. Accordingly, the Committees formed by the Board are as follows:

I. Audit Committee:

Pursuant to Section 177 of the Companies Act, the Board has formed an Audit Committee. The details of which is disclosed herewith.

The Audit Committee of your Company was formed with the purpose of ensuring Transparency, Efficiency & Accountability in the transactions of the Company. Further to recommend Appointment & Remuneration of the Statutory Auditors of the Company, examining the Financial Statements, approving Related Party transactions, carrying out valuation of various Undertakings/Assets of the Company etc.

During the year, the Audit Committee Constituted of the following persons:

Sr. No.	’ Name of the Member	Designation
1.	Avni Chouhan	Member
2.	Hemang Harshadbhai Shah	Member
3.	Sanjay Upadhaya	Member

The Audit Committee has met Four times during the Financial Year 2023-24 on 26th May, 2023,

12th August, 2023, 9th November, 2023, 13th February, 2024.

Nomination and Remuneration Committee:

The Company pursuant to Section 178(1) of the Companies Act, 2013 has formed the Nomination and Remuneration Committee. The details of which is disclosed herewith. The policy is available on the following web-link of the Company: http://www.1gsp.in

The Committee is, inter-alia has been formed to identify persons who are qualified to become Directors of the Company and who may be appointed in the Senior Management along with the evaluation of Directors performance, formulating criteria for determining positive attributes and independence of a Director and recommending policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees and granting of Employee Stock Options to eligible employees.

During the year, the Committee Constituted of the following persons:

Sr. No.	Name of the Member	Designation
1.	Pooja Hemang Khakhi	Member
__2.	__Hemang Harshadbhai Shah	Member
3.	Avni Chouhan	Member

The Nomination and Remuneration Committee has met twice during the Financial Year 2023-24 on 12th August, 2023 and on 9^th November, 2023.

II. Stakeholders Relationship Committee/ Shareholders Grievance Committee:

The Board has in accordance with the provisions of Section 178(5) of the Companies Act, 2013 constituted Stakeholder Relationship Committee. The details of which is disclosed herewith.

The Stakeholders Relationship Committee has been formed to resolve the grievances of various stakeholders of the Company. Its scope of work includes overseeing the performance of the RTA and take note of the complaints received, issuing of duplicate share certificates in case of loss/ theft or torn certificate, redressal of issues related to non-receipt of dividend/Annual report, etc.

The Committee, inter alia, started overseeing and reviewing all matters connected with the shares and looks into shareholders complaints.

During the year, the Committee Constituted of the following persons:

Sr. No.	Name of the Member	Designation
1.	Avni Chouhan	Member ^
2.	Sanjay Upadhaya	Member
3.	Hemang Harshad bhai shah	Member

The Stakeholders Relationship Committee has met one time during the Financial Year 2023-24 on 12th August, 2023.

III. Risk Management Committee:

According to the Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements), 2015, a Risk Management Committee is to be formed by the top 1000 listed Companies based on market capitalization. However, One Global Service Provider Limited does not fall under the threshold. But the Board has opted voluntarily to form the Committee in order to cover the short-comings and secure the position of the Company. The details of the Committee are disclosed herewith.

With a view to control various risks associated with, market fluctuations, change in government policies etc., a policy to identify, prevent and hedge uncertain risks & losses have been formulated; effective means of identifying, measuring and monitoring credit exposures incurred by the Company were also formulated. The Risk Management Committee was formed to formulate & supervise the implementation of this policy, to develop effective surveillance techniques, monitor the external Business environment etc.

Risk Management Policy:

The Company has a robust Policy to identify, evaluate business risks and opportunities. This strategy seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage and helps in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for different business segments.

The committee constituted of the following members as on 31^st March, 2024.

Sr. No.	Name of the Member	Designation
1.	Sanjay Lalbahadur Upadhyay	Member ^ ;
2.	Hemang Harshadbhaishah	Member
3.	Pooja Hemang Khakhi	Member

The Risk Management Committee has met twice during the Financial Year 2023-24 on 12^th August, 2023 and 13^th February, 2024.

Independent Directors' Declaration:

The Independent Directors have given declarations that they meet the criteria of independence as per the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015.

Avni Chouhan, Hemang Harshadbhai Shah and Pooja Hemang Khakhi are the independent directors of the company.

During the year from 01.04.2023 to 31.03.2024 the Separate Meeting of Independent Directors met as on 13th February, 2024.

The Board of Director declares that the Independent Directors in the opinion of the Board are:

a)    Persons of integrity and they possess relevant expertise and experience;

b)    Not a promoter of the Company or its holding, subsidiary or associate company;

c)    Have/had no pecuniary relationship with the company, its holding, subsidiary or associate company or promoter or directors of the said companies during the two immediately preceding financial year or during the current financial year;

d)    None of their relatives have or had pecuniary relationship or transactions with the company, its holding, subsidiary or associate company or promoter or directors of the said companies amounting to two percent or more of its gross turnover or total income or fifty lakh rupees whichever is lower during the two immediately preceding financial years or during the current financial year.

e)    who, neither himself nor any of his relatives—

(i)    holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii)    is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of -

(A)    a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B)    Any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent. or more of the gross turnover of such firm;

(iii)    Holds together with his relatives two percent or more of the total voting power of the company; or is a Chief Executive or director, by whatever name called, of any non-profit organization that receives twenty-five percent or more of its receipts from the Company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent. or more of the total voting power of the company; or possess such other qualifications as prescribed in Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Evaluation bv Independent Director:

In a separate meeting of Independent Directors held on 13^th February, 2024 performance of nonindependent directors, performance of the Board as a whole and performance of the Chairman was evaluated.

Familiarization Program for Independent Directors

The Company has a detailed familiarization Program for Independent Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company etc.

The Vigil Mechanism/ Whistle Blower Policy:

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Company's code of conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns.

The policy is available on the following web-link of the Company: http://www.1gsp.in/

CORPORATE GOVERNANCE REPORT

The paid up share capital of Company is below Rs. 10 crore and net worth is below Rs. 25 crore as per last audited balance sheet as on 31st March, 2024 and therefore, the compliance with the corporate governance provisions as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D, and E of schedule V of Securities And Exchange Board of India (Listing Obligations And Disclosure Requirements)

Regulations, 2015 as notified by Securities and Exchange Board of India vide notification No. SEBI/LAD-NRO/GN/2015-16/013 dated 2^nd September, 2015 is not applicable to Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO [SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo etc. are furnished in "Annexure - I", which forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY REPORT

The company's net profit, turnover and net worth are outside the criteria of Section 135 of the Companies Act, 2013, therefore, it is not required to spend any amount under CSR Activity.

OTHER STATUTORY DISCLOSURES

Disclosure of Remuneration paid to Director and Key Managerial Personnel and Employees:

The details with regard to payment of remuneration to Director and Key Managerial Personnel pursuant to Section 197(12) of Companies Act, 2013 is provided in separate annexure to the Report as "Annexure-II", which forms part of this Report.

Remuneration to Employees:

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Particulars of contracts or arrangements with related parties:

All Transactions/Contracts/Arrangements entered into by the Company with Related Party (ies) as provided under the provisions of Section 2(76) of the Companies Act, 2013, during the Financial Year under review were in ordinary course of business and on an Arm's Length Basis.

Further, none of these Contracts / Arrangements / Transactions with Related Parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is required to be given in this regard. The details are disclosed in Form AOC-2 which is annexed as "Annexure-III", which forms part of this Report.

Particulars of Loan, Guarantee and Investments under Section 186 of the Act:

Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with The Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time (including any amendment thereto or re-enactment thereof for the time being in force), Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of Financial Statements provided in this Annual Report.

Deposits:

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage.

Insurance:

The assets of your Company are adequately insured. Your Company has also taken out suitable cover for Public Liability.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under for prevention and Redressal of complaints of sexual harassment at workplace. The objective of this policy is to lay clear guidelines and provide right direction in case of any reported incidence of sexual harassment across the Company's offices and take appropriate decision in resolving such issues.

During the financial year 2023-24, the Company has not received any compliant on sexual harassment.

The policy is available on the following web-link of the Company: http://www.1gsp.in

Material changes and commitments affecting the financial position of the Company:

During the period under review from April 01, 2023 to March 31, 2024, there were no material changes and commitments undertaken by the Company which affected the financial position of the Company.

*Plus care Internationals Private Limited is planning to get merged with the company and the company filed documents on the Bombay Stock Exchange. For the same approval received on August 30, 2023. Further company filed application for scheme of amalgamation to Hon'ble National Company Law Tribunal, Bench at Mumbai and received order for calling a shareholder and unsecured creditor meeting on 13^th March, 2024 and certified true copy received on 18^th March, 2024.

The Company has convened a meeting of Shareholder and Unsecured Creditors Meeting on 09^th May, 2024 as per direction of Hon'ble National Company Law Tribunal, Bench at Mumbai.

Significant and material orders passed by the regulators or Courts or Tribunals impacting the going concern status and Company's Operations in Future:

The Company has received a direction on dated 13^th March, 2024 for calling a shareholder and unsecured creditor meeting.

The company has complied all the direction given by of Hon'ble National Company Law Tribunal, Bench at Mumbai.

Change in the Nature of Business

There is no change in Business during the year.

Change in Capital Structure

There is no change in capital structure of the company.

Internal Financial Control Systems and their adequacy

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self- assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits.

We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

Disclosure Under Section 43(A)(II) of the Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43 (a) (ii) of the Act read with Rule 4 (4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure Under Section 54(1)(D) of the Companies Act, 2013

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54 (1) (d) of the Act read with Rule 8 (13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure Under Section 62(1)(B) of the Companies Act, 2013

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62 (1) (b) of the Act read with Rule 12 (9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure under Section 67(3) of the Companies Act, 2013

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

Management Discussion and Analysis:

The Management Discussion and Analysis Report on the operations of the Company as required pursuant to Part B of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto and marked as "Annexure - IV" and forms part of this Report.

Secretarial Standards of ICSI

Your Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS - 2) issued by The Institute of Company Secretaries of India and approved by the Central Government.

AUDITORS Statutory Auditors:

The company regularised S D P M & Co., Chartered Accountants as Statutory Auditor of company in 29^th Annual General Meeting held on 30^th September, 2021. The Auditor's report given by M/s. S D PM & Co., Chartered Accountants, Statutory Auditors, on the Financial Statements of your Company, for the year ended March 31, 2024, forms part of the Annual Report. There is no qualification, reservation or adverse remark or any disclaimer in their Report.

Auditors' Observations and Directors' Comments:

The auditor's report does not contain any qualifications, reservation or adverse remarks.

Details in Respect of frauds reported by the Auditors under Section 143(12) of Companies Act, 2013:

There are no frauds reported by the Auditor which are required to be disclosed under Section 143(12) of Companies Act, 2013.

Secretarial Auditor:

The Company has appointed M/s. M K Samdani & Co., Company Secretaries as a Secretarial Auditor of the Company, according to the provision of Section 204 of the Companies Act, 2013 read with Companies Rules for the purpose of conducting Secretarial Audit of Company for the financial year 2022-23. The Report of the Secretarial Audit is annexed herewith as "Annexure V".

Internal Audit and Internal Control Systems:

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. The Company has adequate internal controls for its business processes across departments to ensure efficient operations, compliance with internal policies, applicable laws and regulations, protection of resources and assets and appropriate reporting of financial transactions.

The Company has Internal Audit function which is empowered to examine the adequacy and compliance with policies, plans and statutory requirements.

It comprises of experienced professionals who conduct regular audits across the Company's operations. The Company has also appointed Mr. Rushil Soni proprietor of M/s Rushil Soni & Co., Chartered Accountants as Internal Auditors, who reviews the various functions of the Company thoroughly and report to the Audit Committee. During the year under review, the Risk Management Committee of the Company had reviewed the new requirement of Internal Control over Financial Reporting ("ICOFR") and finalized the detailed analysis of key processes, and these were presented for review by the Statutory Auditors. The control mechanism and the process of testing of controls were discussed with the Statutory Auditors.

The Statutory Auditors have submitted their report on the Internal Financial Controls which forms an integral part of this Report.

The adequacy of the same has been reported by the Statutory Auditors of your Company in their report as required under the Companies (Auditor's Report) Order, 2003.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading pursuant to new SEBI (Prohibition & Insider Trading) Regulation 2015 in place of SEBI (Prohibition & Insider Trading) Regulation 1992 with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the 'Trading Window' is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to information and explanation obtained by them, confirm that:

(a)    In the preparation of the annual accounts for the year ended on 31st March 202, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b)    The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the company for that period;

(c)    The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d)    The Directors had prepared the annual accounts on a going concern basis; and

(e)    The Directors had laid down Internal Financial Controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

ACKNOWLEDGEMENT:

The Board of Directors are grateful for the co-operation and support from the Bankers, clients and other business partners. The Board takes this opportunity to express their sincere appreciation for the excellent patronage, total commitment, dedicated efforts of the executives and employees of the Company at all levels.

Your Directors would like to express their gratitude to the Members and are deeply grateful to them for reposing their confidence and faith in the Company.

The Directors wish to place on record their sincere appreciation of the valuable services rendered by the employees to the Company.

APPRECIATION

The Directors wish to convey their appreciation to all of the Company's employees for their enormous personal efforts as well as their collective contribution to the Company's performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers, bankers, Government and all the other business associates for the continuous support given by them to the Company and their confidence in its management.

For and on behalf of the Board of Directors of One Global Service Provider Limited

Sd/-

SANJAY UPADHAYA Managing Director DIN: 07497306

Date:07/09/2024 Place: Mumbai

---

Mar 31, 2018

1. DIRECTOR’S REPORT

Dear Members,

The Directors are pleased to present the 11th Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the financial year ended 31st March, 2018 and other accompanying reports, notes and certificates.

1. Company Performance

Your Company has grown exponentially during the current financial year. The Standalone and Consolidated Audited Financial Results of the Company for year ended 31st March 2018 are as follows.

Financial Results:

	Consolidated		Standalone
Particulars	2017-18	2016-17	2017-18	2016-17
Revenue from Operations (including other Income)	25,562.77	24,072.16	12,963.76	12,570.09
Less Expenses : (a) Cost of materials consumed (b) Purchases of stock -in-trade (c) Changes in inventories of finished goods, and stock- in-trade (d) Employee benefits expense (e) Finance costs (f) Depreciation and amortisation expense (g) Other expenses	5,125.90 14,571.56 (705.90) 901.08 275.64 158.17 1,344.10	4,444.44 14,790.96 (273.28) 1,222.53 412.38 166.44 1.177.38	4,728.51 4,201.08 (1,243.68) 755.32 273.98 148.05 1,124.35	4,444.44 3.691.31 119.17 1,100.57 410.31 166.44 1,110.89
Total expenses	21,670.55	21,940.85	9,987.61	11,043.12
Profit before tax and exceptional items	3,892.22	2,131.31	2,976.15	1,526.97
Less: Exceptional item s	-	-	-	-
Profit before tax	3,892.22	2,131.31	2,976.15	1,526.97
Less: Tax Expense	995.15	298.84	983.07	298.8
Less: Minority interest	-	-	-	-
Profit after tax	2,897.07	1,832.47	1,993.08	1,228.17

Indian Accounting Standards

The Ministry of Corporate Affairs (MCA), vide its notification in the official Gazette dated 16th February, 2015, notified the Indian Accounting Standards (IND AS) which has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with rule 7 of the Companies (Accounts) Rules, 2014. Pursuant to the above said notification, the Indian Accounting Standards (IND AS) is applicable on the Company for the accounting periods beginning on or after 1st April, 2017.

Consolidated Financial Results:-

During the year under review on consolidated basis our Company earned profit before tax and exceptional items of Rs. 3,892.22 Lacs against Rs. 2,131.31 Lacs in the previous year. The Company earned profit after tax of Rs. 2,897.07 Lacs as compare to Rs. 1,832.47 Lacs in the previous year. The Company had Income from operation of Rs. 25,562.77 Lacs as compared to Rs. 24,072.16 Lacs in previous year. The Profit before Interest/Depreciation/Tax (PBDIT) was Rs. 4147.88 Lacs as compared to Rs. 2699.09 Lacs in previous year.

Standalone Financial Results:-

During the year under review on standalone basis our Company earned a profit before tax and exceptional items of Rs. 2976.15 Lacs against Rs. 1526.98 Lacs in the previous year. The Company earned profit after tax of Rs. 1993.08 Lacs as compare to Rs. 1228.19 Lacs in the previous year. The Company had Income from operation of Rs. 12380.07 Lacs as compared to Rs. 12033.93 Lacs in previous year. The Profit before Interest/Depreciation/Tax (PBDIT) was Rs. 3349.13 Lacs as compared to Rs. 2094.11 Lacs in previous year.

Keeping pace with growth trajectory and its efforts to improve efficiency, productivity and profitability the management seeks the trust of shareholders in future growth of the Company and enhancement of shareholders wealth.

Dividend

We are pleased to recommend a final dividend of Rs. 2/- per share having face value of Rs. 10/- each aggregating to 20% of FV. for the financial year ended on 31st March 2018. The final dividend, if approved by the members, will be paid to members within the period stipulated by the applicable Companies Act. The aggregate dividend for the year will amount to 20%, being Rs. 2 per share of 10/- each.

Reserves

Rs. 1993.08 lakhs has been transfer to reserves and surplus account during the current year.

Share Capital

The paid up Equity Share Capital as at 31st March 2018 stood at Rs.18,32,71,000.

However, the company subsequently has allotted 7,87,855 Equity Shares of Rs. 10 each on 23rd May 2018 to employees/directors of the company pursuant to exercise of Stock Options under Employee Stock Option Scheme 2015 (“ESOP SCHEME 2015”).

Consequent to the said allotment, the paid up Equity Share Capital has been increased to Rs. 1,91,14,955 Equity Shares of Rs. 10 each.

Also, through the Extra-ordinary General Meeting (“EGM”) of the Members of the Company held on May 31st, 2017 the company has been authorised to create, offer, issue and allot, by way of a preferential issue, from time to time and in one or more tranches, an aggregate of 45,00,000 (Forty Five Lacs) warrants convertible into equivalent number of equity shares of a face value of Rs. 10/- each of the Company (“Warrants”), at any time within a period of 18 months from the date of allotment of Warrants, at an exercise price of Rs. 170 (including a premium of Rs. 160) per equity share (“Exercise Price”) to the Promoter Group entities of the Company.

Financial Statements

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘Listing Regulations’) and Section 136 of the Companies Act, 2013 read with Rule 10 of the Companies (Accounts) Rules, 2014, the Annual Report containing salient features of the financial statements, including consolidated financial statements, for the financial year 2017-18, along with statement containing salient features of the Directors’ Report (including Integrated Reporting and Management Discussion & Analysis and Corporate Governance Report) is being sent to all shareholders who have not registered their email address(es) for the purpose of receiving documents/ communication from the Company in electronic mode. Please note that you will be entitled to be furnished, free of cost, the full Annual Report 2017-18, upon receipt of written request from you, as a member of the Company.

Full version of the Annual Report 2017-18 containing complete Balance Sheet, Statement of Profit & Loss, other statements and notes thereto, including consolidated financial statements, prepared as per the requirements of Schedule III to the Companies Act, 2013, Directors’ Report (including Integrated Reporting and Management Discussion & Analysis and Corporate Governance Report) is being sent via email to all shareholders who have provided their email address(es).

Full version of Annual Report 2017-18 is also available for inspection at the registered office of the Company during working hours up to the date of ensuing Annual general meeting (AGM). It is also available at the Company’s website at www.vetoswitchgears.com.

Change in the nature of business, if any

There is no change in the nature of business during current financial year.

Material changes if any affecting the financial position of the Company which have occurred between the ends of the financial year of the company to which the financial year relates and the date of the report.

- The company has launched its new Product range ‘VYOMA’ for Modular Switches on Sunday, 6th May 2018 at Jaipur, Rajasthan.

- The company has shut - down the additional factory unit (depot) at Delhi and Ghaziabad and inaugurated new plants at Indore, Allahabad and Bhatinda.

Management Discussion and Analysis

The Management Discussion and Analysis Report of the financial condition and results of operations of the Company for the year under review as required under regulation 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is being given separately and forms part of this Board Report .

Particulars of Loan, Guarantee and Investments

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the respective notes to the Standalone Financial Statements of the Company.

Deposits

During the year under review, the Company has neither accepted nor renewed any deposits in terms of Chapter V of the Companies Act, 2013 and Rules framed thereunder.

2. Business Operations/ State of Company’s Affairs

At Veto, we work with the single minded objective of not only improving, but empowering people’s lives with our unique repertoire of products and services, backed by time tested technology and path-breaking R & D methods. With persistent focus on innovation, prompt capitalization of opportunities, building up credibility through strategic thinking, operational expertise, well planned investments and business integrity, we aim to continue our journey unabated. Reaching out with world-wide tie-ups, collaborations and import-export relations, we envision an organization that is truly global in every way - technology, policies and possibilities. Your company has been developing as a distinctive brand of leadership well equipped to address critical challenges faced by industry and society. We look forward to being recognized as one of the major competitors in the global electrical accessory industry.

Veto switchgears and Cables Limited is one of the most respected cable manufacturers in India. Brand Veto is committed to quality, safety and service with no compromise. The Company is an ISO 9001:2008 certified company, engaged in the manufacture and sale of wires & cables and electrical accessories in India.

The brand name VETO is since 1967. VETO holds a major part of electrical accessories in India. The company also has a strong and hardworking team of marketing professionals and dealers and distributors sales of the unit increasing day by day and its production is manifold many times since its inception. We are looking forward to grow further by way of providing “Best Quality at Competitive Prices.”

The product portfolio ranges from industrial cables, stand cables to telephone & co-axial wires, from general switches to modular switches, from ceiling fans to rechargeable fans, compact fluorescent lamps, LED bulbs and other electrical accessories. We are dealing in electrical accessories like switch socket, MCB, bell and all electrical accessories which are used for household purposes and manufacturing wires and cables. Cable starts from 0.75 mm to 10 mm.

Our Company supplies these products under the brands “VETO” and “VIMAL POWER” through large network of dealers to the customers in India as well as selected customers abroad.

VIMAL POWER is a part of the Veto group and continues to reinforce a successful international presence and enhance its enviable reputation for innovation. A continuous programme of research and development ensures a world beating range of cables to satisfy or surpass requirements of Indian Standards.

Recently, the company has launched its new range of Modular Switches by the Brand Name “VYOMA”.

In the year the company has largely benefited from the sale of LED panel Lights, LED Flood Light, Slim Panel Light, LED strip Light.

Its major distribution in India covers more than 10 states including major sale in Rajasthan and Gujarat.

The Group is strongly positioned in high-tech markets and offers the widest range of products, services, technologies and know-how. In the Energy sector, the Group operates in the business of underground and submarine power transmission cables and systems, special cables for applications in a range of industries and building services and also medium and low voltage cables for the construction and infrastructure. In the Telecom sector, the Group manufactures cables and accessories for the voice, video and data transmission and offers a complete range of optical fibres, optical and copper cables and connectivity systems.

Raw Material

Our Company’s present and proposed consumption of Raw material is as under:

(Qty. in kg)

Product category	Existing (2017-18)	Proposed (2018-19)
Copper	289008840	317909724
PVC Resin	31910295	35101325
Aluminium	11752879	12928167

Infrastructure facilities

- Power : Presently, we have 400 KVA of power supply sanctioned by Uttarakhand Power Corporation Limited, of which we utilize approximately 325 KVA of power for our present business operations. In addition, to avoid any disruption in the power supply, our Company has already installed a DG set of 250 KVA capacity. Therefore, we envisage that our further requirement of power for our proposed modernization at our Haridwar facility can be easily met from the present supplies.

- Fuel : Our Company mainly requires HSD for operating the DG sets. The present monthly consumption of HSD is about 1000 litres. The HSD is being supplied by retail outlets of IOC, HPCL and BPCL.

- Water : Water is basically required for drinking and other domestic purpose. Our present requirement at our Haridwar unit is about 5000 litres per day. Our entire water requirement is met fromour own borewell. The water supply is regular and sufficient to meet entire requirements. The proposed modernization at our Haridwar facility will require additional 2000 litres of water per day. There is no difficulty in obtaining this because of the presence of a number of borewell and the water level in the area being high due to proximity to nearby canal and a river, Ganga.

- Manpower : Our Company has adequate manpower at all levels at present and does not envisage any difficulty in getting the requisite personnel for our business operations at existing locations. Following are the details of our manpower:

Category	Nos.
Top management	3
Managerial & Supervisory staff	6
Office staff	68
Skilled workers	55
Unskilled workers	370
Total	502

- Effluent Treatment and Disposal : Our Company does not generate any industrial effluents which is hazardous to the environment. The waste produced during the manufacturing operations is re-used and/ or recycled.

- Environmental Clearance : We have got all the necessary approvals from the local authorities to operate our business.

- Safety standards : Quality and safety are the hallmarks of our diverse range of products, which are designed and manufactured to the very highest standards such as ISO 9001 and approved by the leading approvals organisations nationally and internationally.

- Our Strategy : Further research in process and product engineering to ensure the best manufacturing process for our products in order to enhance competitiveness in the markets is one of our goals. Research and development in electrical accessories and other allied products will better enable a competitive position in the market. Further enhancement of operations by improving the existing assets to yield better output and installation of new assets to enhance and attract new markets are also in the horizon.

- Capacity and capacity utilization

Particulars	Projected		Actual
	FY 2017-18	FY 2018-19	FY 2017-18
Wires & Cables
Installed Capacity	20 Lacs Bundles	20.00 Lacs Bundles	20.00 Lacs Bundles
Capacity Utilization (in %)	40%	40%	31.45%
Production	8.00 Lac Bundles	8.00 Lac Bundles	6.29 Lac Bundles
Electrical Accessories
Installed Capacity	600 Lac pieces	600 Lac pieces	600 Lac pieces
Capacity Utilization (in %)	30%	30%	15.57%
Production	180 Lac pieces	200 Lac pieces	126 Lac pieces

- Insurance

Our Company has taken up a range of insurance policies including:

1. Fire policies for our units, buildings and offices, raw materials, work-in-progress and finished goods;

2. Marine policy for transit of raw materials and finished products in India and Marine Export policy;

3. Accidental & Health insurance facility for field staff;

4. Gratuity policy;

These insurance policies are reviewed annually to ensure that the coverage is adequate. All the policies are in existence and the premiums have been paid thereon.

Risks and Concerns:

1. Common Risks: Accidents in the work place, fires, earthquake, tornadoes, and any other natural disasters

2. Legal Risks, fraud, Theft, etc

3. Uncertainties in financial markets

4. Failure in Projects

5. Credit Risks

6. Outstanding Debtors

7. Security and Storage of Data and Records

8. Competitors have market standing out of Rajasthan.

Internal Control System

- The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The Audit Committee reviews adherence to internal control systems and internal audit reports.

- Company has formed the Risk Management Committee for the assessment and monitoring of the risks involved in the Company.

- Preparation and issue of financial reports to shareholders and the markets, including the Annual Report and consolidated financial statements, is overseen by the Audit Committee. The Company’s financial reporting process is controlled using documented accounting policies and reporting formats, supplemented by detailed instructions and guidance on reporting requirements. The Company’s processes support the integrity and quality of data, including appropriate segregation of duties. The financial information of the parent entity and all subsidiary entities, which form the basis for the preparation of the consolidated financial statements are subject to scrutiny by Group level senior management. The Company’s financial reports, financial guidance, and Annual Report and consolidated financial statements are also reviewed by the Audit Committee of the Board in advance of being presented to the full Board for their review and approval;

- Detailed budgetary process which includes identifying risks and opportunities and which is ultimately approved at Board level;

- Board approved capital expenditure and Audit Committee approved treasury policies which clearly define authorization limits and procedures;

- An internal audit function which reviews key financial/business processes and controls, and which has full and unrestricted access to the Audit Committee;

- Established systems and procedures to identify control and report on key risks. Exposure to these risks is monitored by the Risk Management Committee; and

- A risk management programme in place throughout the Company whereby Risk Management executive reviews and monitors the controls in place, both financial and non financial, to manage the risks facing the business.

Details of Subsidiaries

The Company has two subsidiary Companies. One in Jaipur and the other in Duabi, UAE. On May 29th 2017 Veto Electricals Private Limited has inaugurated its manufacturing plant (100% Export Unit) at Mahindra SEZ, Jaipur and has started commercial Production on July 1st 2017.

Pursuant to provisions of Section 129(3) of the Companies Act, 2013 a statement containing salient features of the Company’s subsidiaries are provided in the Annexure-I to the Board of the Company.

In terms of provisions of Section 136 of the Companies Act, 2013 the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, and are also available on the website of the Company. These documents shall also be available for inspection at the registered office of the Company during business hours up to the date of ensuing AGM. On 22nd November, 2014 Veto Electricals Private Limited became the Wholly Owned Subsidiary Company of the Company. Same has been disclosed in Annexure-I

On 11th October 2015 Veto registered a wholly owned subsidiary in Dubai by the name of “Veto Overseas Private FZ.E. It has earned total revenue of 70,735,181 AED for the year ended 31st March 2018. The Company has declared profit of 6,523,040 AED. It is headed by Mr. Ashish Goklani as its Manager. The copy of the Consolidated audited accounts, together with the independent auditor’s report, is provided in a separate section of this Annual Report.

Performance and Financial position of Subsidiary Company

The details with respect to subsidiary Companies in Form AOC-1 as on March 31, 2018 have been discussed in Annexure II.

3. Human Resource Management Employee Relations

VETO encourages a culture of trust and mutual respect. Employees are aligned on common objectives and take pride in the quality of the products that leave the factory for sale in the markets. We have over the years realized the importance of human capital and duly acknowledge it in its business operations. Your Company has managed to create “Lifers” at VETO- people who have been associated with your Company, many having started their earning life at VETO. It gives the much needed stability and satisfaction when we realize that our partners in success trust us to such an extent that they stand by us at all times.

Their experience, skills, knowledge, ideas and enthusiasm are an invaluable asset. We humbly acknowledge their contributions with competitive compensation and benefits that appropriately reward performance. Pay revisions and other benefits are designed in such a way to compensate good performance of the employees of the Company.

The talent pool of your Company has steadily evolved with changing times with fresh talent being infused to meet demanding situations. The Company has a scalable recruitment and human resource management process which enables us to attract and retain high caliber minds.

Inspired by its commitment to quality and core values of honesty and transparency, your Directors and employees look forward to the future with confidence and stand committed to creating an even brighter future for all stakeholders.

Managerial Remuneration

A) Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The Nomination and Remuneration Committee continuously reviews the performance of the Managing Director, Whole Time Director and Other Directors.

1. Remuneration paid to Directors

(in Lacs.)

Name of Director	Title	Remuneration in Year 2017-18	Remuneration in Year 2016-17	% increase in Remuneration in comparison to last year	Ratio of Remuneration to MRE
Mr. Akshay Kumar Gurnani	Managing Director	15,00,000	15,00,000	0.00	5.64
	Whole-
Mr. Narain Das Gurnani	Time Director CFO	12,00,000	12,00,000	0.00	4.51
Ms. Jyoti Gurnani	Director	6,00,000	6,00,000	0.00	2.25

1. The remuneration disclosed here is upto 31st March 2018 as per the audited Financial Statements.

2. The Median Remuneration of Employees is Rs. 2,66,136 approx.

3. Median Remuneration is calculated on the basis on annualized salary, MRE - Median Remuneration of employees.

4. No employee received remuneration in excess of the highest paid Director.

5. The median remuneration of employees was Rs. 266131 as on 31st March 2018 and Rs. 2,12,000 as on 31st March, 2017. There was an increase in MRE during the financial year 2017-18 of 24.18%.

6. On 31st March 2018, the total number of permanent employees on the rolls of Company is 502 employees.

7. Average Salary increase of non-managerial employees was 12.78 % and that of managerial employees 22.64 % in financial year 2017-18. There are no exceptional circumstances in increase in managerial remuneration.

8. There has been no change in the remuneration of any other director.

9. Remuneration paid during the year ended 31st March 2018 is as per the Remuneration Policy of the Company.

Particulars of Employees

Your Directors confirmed that no employee fall under the particulars of Section 197 of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

4. Corporate Governance

Corporate Governance Report

Corporate Governance refers to laws, regulations, and acceptable business practices that determine relationships between corporation owners and its managers, on one hand, and its investors, on the other hand. It was born and evolved in response to corporate failures, crises, and misdeeds. In many types of economies, corporate governance concentrates on at least four important factors: Ensuring disclosures of all relevant information to shareholders and creditors; including business risk analyses; Building a system of rules and voluntary practices that will guide the board of directors; Establishing independent audit committees composed of outside directors; Monitoring and controlling management. On the other hand, developing economies, focus on strengthening and improving the legal and regulatory systems that will help ensure better enforcement of contracts and protection of property rights.

Your Company is committed to achieving and maintaining high standards of Corporate Governance and places high emphasis on business ethics. Your Company has set up a Remuneration Committee under Annexure 1-D of SME Equity Listing Agreement, which was later reconstituted under the name ‘Nomination and Remuneration Committee’ pursuant to provisions of Section 174 of The Companies Act, 2013.

A report on corporate governance confirming compliance of conditions as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 has been included in Annexure III of this report. The Company has laid down a well-defined Code of Conduct, which fairly addresses the issues of integrity, conflict of interest and confidentiality and stresses the need of ethical conduct, which is the basis of good Governance. This code is applicable to all members of the Board and the Senior Management Personnel. The declaration regarding compliance with Veto Switchgears and Cables Limited-Code of Conduct and Ethics for all Board Members and Senior Management Personnel of the Company has been included in Annexure VII of this report.

5. Directors and Key Managerial Personnel (KMP)

Change in directors and KMP during the year

On 13th February, 2017 appointed Mr. Kanwarjeet Singh as an Independent (Non Executive) Director.

Sr. No.	Name Of Director	Designation	Date of Appointment
1.	Mr. Akshay Kumar Gurnani	Executive Managing Director and CEO	27/08/2014
2.	Mr. Narain Das Gurnani	Whole -Time Director and CFO	28/09/2016
3.	Ms. Jyoti Gurnani	Director	27/08/2014
4.	Mr. Mohan Sukhani	Non -exe cutive Independent Director	31/08/2012
5.	Mr. Govind Ram Thawani	Non -executive Independent Director	31/08/2012
6.	Mr. Kanwarjeet Singh	Non -executive Independent Director	06/ 08/ 2017

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, that of its Committees and individual Directors. Relevant details have been provided in the Corporate Governance Report.

Remuneration Policy

I. For Labours:

For fixing the Remuneration for the Labours Minimum Wages Act, 1948 is applicable. Remuneration is payable on Hours basis.

II. For Office Staff:

The Committee will recommend the remuneration to be paid to the Managing Director, Whole-time Director, KMP and Senior Management of the quantity required to run the Company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks. Minimum 5% increment to the Management of the Company may provide excess of remuneration on the basis of outstanding performance of employee only, if the Company is not satisfied with the performance of the Employee than they can restrict the increment. The remuneration should also involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

a. Managing Director

The remuneration and commission to be paid to the Managing Director shall be in accordance with the provisions of the Companies Act, 2013, and the rules made thereunder. Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the limits approved by the Shareholders.

b. Directors

The remuneration/compensation/commission etc. to Directors will be determined by the Committee and recommend to the Board for approval.

c. Non executive Independent Directors

The Non Executive Independent Director may receive remuneration by way of Sitting Fees for attending meetings of the Board thereof. Provided that the amount of such fees shall be subject to ceiling/limits as provided under Companies Act, 2013 and rules made thereunder or any other enactment for the time being in force.

d. KMPs/ Senior Management Personnel

The Remuneration to be paid to KMPs/Senior Management Personnel shall be based on the experience, qualification and expertise of the related personnel and governed by the limits, if any prescribed under the Companies Act, 2013 and rules made thereunder or any other enactment for the time being in force.

e. Directors’ and Officers’ Insurance

Where any insurance is taken by the Company on behalf of its Directors, KMPs/Senior Management Personnel etc. for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel.

This Policy is updated based on the provisions of the Companies Act, 2013 and rules made thereunder and requirements of the relevant rules and regulations issued by SEBI from time to time.

In case of any subsequent changes in the provisions of the Companies Act, 2013 or any other regulations which makes any of the provisions in the policy inconsistent with the Act or regulations, then the provisions of the Act or regulations would prevail over the policy and the provisions in the policy would be modified in due course to make it consistent with Law.

This Policy shall be reviewed by the Nomination and Remuneration Committee as and when any changes are to be incorporated in the policy due to change in regulations or as may be felt appropriate by the Committee. Any changes or modification on the policy as recommended by the Committee would be given for approval of the Board of Directors.

No. of meetings of the Board

Six (6) Board meeting were held during the year 2017-2018 and the gap between two meetings did not exceed four months. The dates on which the Board Meeting was held are as follows:

Detail of Board Meetings held:

Sr. No.	Date of Board Meeting
1.	06th May 2017
2.	30th May 2017
3.	6th September 2017
4.	14th September 2017
5.	14th December 2017
6.	12th February 2018

Declaration by an Independent Director(s) and re-appointment, if any

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms & conditions for the appointment of Independent Directors are given on the website of the Company and separately disclosed in the Corporate Governance Report. http://www.vetoswitchgears.com/investor/corporate-governance/indpedndent-drectors.

6. Committees of Board

There are currently four Committee of the Board which is as follows:

a) Audit Committee;

b) Nomination, Remuneration & Compensation Committee

c) Corporate Social Responsibility (CSR) Committee;

d) Stakeholders’ Relationship Committee

Details of all the Committees along with their composition, charters Duties, Responsibilities and activities and meetings held during the year, are provided in the “Report on Corporate Governance”, a part of this Annual Report.

Name of Committee	Composition of Committee
Audit Committee	1. Mr. Govind Ram Thawani - Chairman 2. Mr. Mohan Sukhani 3. Mr. Narain Das Gurnani
Nomination and Remuneration Committee1	1. Mr. Govind Ram Thawani - Chairman 2. Mr. Kanwarjeet Singh 3. Mr. Mohan Sukhani
Shareholders’/Investors’ Grievance Committee	1. Mr. Govind Ram Thawani - Chairman 2. Mr. Narain Das Gurnani 3. Mr. Mohan Sukhani
Corporate Social Responsibility Committee	1. Mr. Govind Ram Thawani - Chairman 2. Mr. Mohan Sukhani 3. Mr. Narain Das Gurnani

7. Risk Management

The Company has framed and implemented a Risk Management Policy to identify the various business risks. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. The risk management policy defines the risk management approach across the enterprise at various levels including documentation and reporting.

8. Directors Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuring compliances with the provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013 in preparation of annual accounts for the year ended 31st March 2018 and state that :

(a) in the preparation of the annual accounts for the financial year ended 31st March 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable prudent so as to give a true and fair view of the state of affairs of the as at 31st March 2018 and profit of the Company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) proper internal financial controls have been laid down which are adequate and are operating effectively.

(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

9. Related Party Transactions

All transactions entered with Related Parties for the year under review were on arm’s length basis and in the ordinary course of business and that the provisions of Section 188 of the Companies Act, 2013 and the Rules made thereunder are not attracted. Thus, disclosure in form AOC-2 in terms of Section 134 of the Companies Act, 2013 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. The Company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related Party Transactions.

All Related Party Transactions are placed before the Audit Committee as also to the Board for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. Transactions entered into pursuant to omnibus approval are audited and a statement giving details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval.

The Company has put in place a mechanism for certifying the Related Party Transactions Statements placed before the Audit Committee and the Board of Directors from an Independent Chartered Accountant. The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company viz. www.vetoswitchgears.com. None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company. Pursuant to the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has framed a Policy on Material Subsidiaries and the same is available on Company’s website http://www.vetoswitchgears.com/investor/corporate-governance/policies-and-related-documents under the head Policy on Material Subsidiary.

However, you may refer to Related Party transactions in the relevant notes of the Standalone Financial Statements.

10. Listing of Shares

The shares of the Company are listed at BSE Limited & National Stock Exchange of India Ltd. and the listing fee for the year 2017-18 has been duly paid.

11. Prevention of Insider Trading

In compliance with the provisions of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board has adopted a code of conduct and code of practices and procedures for fair disclosure of unpublished price sensitive information to preserve the confidentiality of price sensitive information prevent misuse thereof and regulate the trading by Insiders. The code of practice and procedures for fair disclosure unpublished price sensitive information is also available on the Company’s website i.e. www.vetoswitchgears.com.

12. Auditors and Auditor’s Report Statutory Auditors

The company as appointed M/s. K. M. Tulsian & Associates (Firm Registration No. 111075W), as the Statutory Auditor(s) of the Company for a period of 5 years commencing from the conclusion of the 10th Annual General Meeting till the conclusion of 15th Annual General Meeting to be held in the year 2022 .

Our comments on financial statements referred to in the Auditor’s Reports under Section 145 of the Companies Act, 2013 are given below:

a) With regard to the Emphasis of Matter appearing in the Auditor’s Report, your attention is drawn to the notes forming part of financial statements of the year which are self explanatory.

b) With respect to the comments of the Auditors in their report on the Consolidated Audit Report, our responses are given in the Notes to the Financial Statements, which is self-explanatory.

Cost Auditors

Pursuant to the provisions of Section 148 of The Companies Act, 2013 the company is required to conduct cost audit as per Companies (Cost Record & Audit ) Rules, 2014 applicable from 1st April 2015.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s Rajesh & Company & Co., Cost Accountants, (Firm Registration Number No. 000031) as Cost Auditor to audit the cost accounts of the Company for the financial year 2018-19. As required under the Companies Act, 2013, a resolution seeking member’s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

Secretarial Audit Report

The Board has appointed Ms. Nisha Agarwal Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2017-18. The Secretarial Audit Report for the Financial Year ended 31st March 2018 is annexed herewith marked as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Corporate Governance Certificate

The Company is promptly submitting a “Quarterly Compliance Report on Corporate Governance” as per SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges.

The certificate from the Practicing Company secretary, Ms. Nisha Agarwal, C.P No. 8584, confirming compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 has been included in Annexures of this report.

Reservation and Qualification on Auditor Report

The report doesn’t contain any reservation, qualification or adverse remark. Information referred in Auditor’s Report are self-explanatory and don’t call for any further comments.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future

There are no significant and material orders that are passed by the regulators or courts or tribunal impacting the going concern status and Company’s operations in future.

However an appeal is pending with the Sales Tax Department, Gujarat regarding assessment order issued and the details have been provided in the Independent Auditors Report.

13. Extract of Annual Return

The details with respect to extract of Annual Return is available at Company’s website: http://www.vetoswitchgears.com/investor- zone/category/financial-information/reports/ .

14. Details in respect of adequacy of internal financial controls with reference to the financial statements

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

15. Depository System

Our Company’s Equity Shares are available in dematerialized form through The National Securities Depository Limited (NSDL) and The Central Depository Services of India (India) Limited (CDSL). The Company has set up requisite facilities for dematerialization of its Equity Shares in accordance with the provisions of Depository Act, 1996 with National Securities Depository Limited and Central Depository Services (India) Limited. The Company has entered into agreements with both of the Depositories. Accordingly, all shares post IPO, of the Company is held in demat form.

16. Report under the Prevention of Sexual Harassment Act

As a good corporate citizen, Veto is committed to a gender friendly workplace. It seeks to enhance equal opportunities for men and women, prevent/stop/redress sexual harassment at the workplace and institute good employment practices. Veto has established suitable processes and mechanisms to ensure issues such as sexual harassment, if any, are effectively addressed. Maintaining an open door for repartees, Veto encourages employees to report any harassment concerns and is responsive to complaints about harassment or any other unwelcome and offensive conduct. An Internal Complaints Committee has been constituted to enquire into complaints and recommend appropriate action, wherever required. Veto demands, demonstrates and promotes professional behavior and respectful treatment of all employees. During the year, no complaints of sexual harassment were received.

17. Conservation of energy, technology absorption and foreign earning and outgo

Disclosure pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014.

(A) CONSERVATION OF ENERGY

(i) Steps taken or impact on conservation of energy and the steps taken by the company for utilizing alternate sources of energy; Energy conservation measures taken Company has taken several steps to conserve energy through its “Sustainability” initiatives. The Company continues its endeavor to improve energy conservation and utilization. The Company has always been conscious of the need for conservation of energy and has been sensitive in making progress towards this end. Energy conservation measures have been implemented at all the plants and offices of the Company and special efforts are being put on undertaking specific energy conservation projects like :

1. Lighting: Efforts have been put by Company to reduce or optimize the lighting requirements at all the plants. Replacement of Conventional Light fittings with LED light fixtures, leading to savings in power at office areas. d) Installation of CFL, LED indicators, Use of 54Wx4 T5 lamps for assembly area.

2. Replacement of old equipment with new/ energy efficient equipment.

3. Optimization of Electrical Equipment: In addition to the existing controls on prime production equipment and existing prime utilities equipment, electrical equipment modifications / additions being done are continuous monitoring of Power factor of plant on daily basis, and redesign of pay off fixtures in cable division to reduce energy consumption by 30%.

4. Company believes in sharing and implementing best practices across all plants & stage wise replacement of conventional light fittings to LED light fittings is under progress across the manufacturing units. Impact of measures reduction of energy consumption.

The above measures have resulted in optimizing energy consumption and savings cost of production, reduction on carbon emissions and processing time.

Capital investment on energy conservation equipments - Efforts have been put by Company to reduce or optimize the energy requirements at all the plants. Company encourages capital investment in energy-saving equipment’s, plants or machinery and has invested a significant amount on the same.

(B) ENVIRONMENT, HEALTH AND SAFETY

VETO is committed to caring for people and the planet by integrating environmental and safety principles in all aspects of its business are it from procurement, material-use, manufacturing of sustainable products, creating awareness through marketing, and innovation/R&D for better products and processes. We constantly monitor and better our environmental and occupational health and safety performance through our internal risk management exercise. At the compliance level, your Company conforms to all applicable regulatory Environmental Health & Safety (EHS) requirements wherever it operates.

Our Company is sensitive to environmental and resource conservation and its manufacturing philosophies ensure safety of the worker and surroundings.

Being in a non-polluting category of business, it has minimal impact on the environment but has a huge positive impact on the local community. RoHS or ‘Restriction of Hazardous Substances’ compliance in all its products like CFLs, cables, PCBs, etc. ensures safety across the product life cycle. Our Company strongly believes and promotes energy conservation not only through its products but also within the premises. Energy conservation measures have been adopted at all the plants.

Our Company follows best practices for health and safety. Employees and workers are regularly trained by industry experts on issues of occupational and industrial health & safety, first-aid and environment management. Healthy lifestyle and well-being are also promoted as a culture at VETO. Our Company also provides life insurance cover, personal accident cover and robust medical & health policies to all field staff against any unfortunate incident. VETO India strongly believes in maintaining a work-life balance and therefore follows strict in-and-out work-timings. This has gone a long way in maintaining a healthy, happy and motivated workforce.

(C) TECHNOLOGY ABSORPTION

The Company is putting continuous efforts in acquisition, development, assimilation and utilization of technological knowledge through its wide advance engineering project portfolio. This has enabled the Company to keep abreast with the latest developments in product technology, manufacturing process and methods, quality assurance and improvement, marketing, management systems and benefit out of mutual experience. To develop our product pipeline, we commit substantial time, efforts, funds and other resources for R&D. Our processes and products currently under development, if and when fully developed and tested, may not perform as we expect and we may not be able to successfully and profitably produce and utilize such products or processes. Therefore, our investments in R&D and new product launches could result in higher costs without a proportionate increase in revenues.

Company is carrying out the following activities to fulfill short term and long term business goals:

- Upgradation of existing product and processes to save cycle time, energy consumption and overall operational efficiency.

- Import substitution and identification of new raw materials for development.

- Technology support to all plants to improve efficiency and enable business growth.

- Optimization of products and processes to minimize waste generation and address environmental and safety concerns.

- Development of smart test methods to speed up testing of incoming raw materials.

- Development of in house domain expertise to support product development.

- Focus on in house product development in the area of smart internet base solution etc.

- The benefits derived like product improvement, cost reduction, product development or import substitution:

(D) Detail of Foreign Exchange Earnings and Outgo.

During the financial year Company’s Foreign exchange earned in terms of actual inflows year was 1,64,09,976 INR and the Foreign Exchange outgo in terms of actual outflows (including machinery imported) was 21,73,177 INR. Hence net foreign exchange inflow is 14236799.374 INR. The information on foreign exchange and outgo is furnished in the relevant notes to the accounts of Standalone Financial results

18. Credit Rating

Your Company has been reaffirmed long-term rating of BBB (ICRA triple B plus) by ICRA Limited. The outlook of long term rating is “Stable”.

19. Employee Stock Options under ESOP 2015

The Company had, vide special resolution passed in the Annual General Meeting held on 26th August, 2015 has approved the company’s ESOP Scheme 2015. The purchase price of the options was approved on 23.05.2016 under the supervision of the Nomination and Remuneration Committee of the Board of Directors of the company. Further, Pursuant to the exercise of stock options under Employee Stock Option Scheme 2015 (“ESOP Scheme 2015”). In accordance with the terms and conditions of the plan the company has granted 916355 stock options on 23.05.2016 and Vested on 23.05.2017 in single tranche. The said options were exercisable within a period of 1 to 3 years from the date of vesting and settled by way of issue of equity shares. The details of the same are as under:

Vesting period	1 to 3 years
Exercise period	3 Years from the date of Vesting of Options
Pricing Formula	Each option carries the right to the holder for one equity share
	of the company at Rs. 50
Brief details of option granted	- The above options have vesting period of 1 to 3 years. - The options shall be exercisable within a period of 3 years after vesting of the same. - The options carry the right to apply for equivalent number of equity shares of the Company.
Employee wise details of options granted to i) senior managerial personnel ii) identified employees who were granted	- Jyoti Gurnani - Akshay Gurnani	900 6,69,855
option, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of
grant

Acknowledgment

We thank our customers, vendors, investors and bankers for their intense support throughout the year. We place on record our appreciation of the contribution made by our employees at all levels. We thank the Government of India, particularly the Ministry of Commerce, Ministry of Finance, Ministry of Corporate Affairs, the Custom and Excise Departments, Income Tax Department, the Reserve Bank of India, the State Governments and other government agencies for their support, and look forward to their continued support in the future.

For and on behalf of the Board of Directors

Date : 07/09/2018 Sd/- Sd/-

Place : Jaipur Akshay Kumar Gurnani Narain Das Gurnani

Managing Director & CEO Whole-time Director & CTO

DIN: 06888193 DIN: 01970599

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Mar 31, 2016

1. DIRECTOR''S REPORT Dear Shareowners,

The Directors have pleasure in presenting the 9th Annual Report on the business and operations of the Company, together with the Audited Financial Statements for the financial year ended 31st March, 2016 and other accompanying reports, notes and certificates.

1. Company Performance

The Company has grown exponentially during the current financial year. The Standalone and Consolidated Audited Financial Results of the Company for year ended 31st March, 2016 are as follows:

Financial Results (Rs. in Lacs)

	Consolidated		Standalone
Particulars	2015-16	2014-2015	2015-16	2014-2015
Revenue from Operations (including other Income)	17,698.39	9,783.86	11,287.58	9,783.86
Less Expenses : (a) Cost of materials consumed	4,835.58	4,558.31	4,835.58	4,558.31
(b) Purchases of stock-in-trade	8,573.00	2,290.03	2,632.43	2,290.03
(c) Changes in inventories of finished goods, and stock-in-trade	(608.75)	(398.49)	(463.41)	(398.49)
(d) Employee benefits expense	761.82	599.61	719.56	599.61
(e) Depreciation and amortization expense	197.46	201.37	197.46	201.37
(f) Other expenses	1,525.47	1,162.43	1,496.12	1,162.30
Total expenses	15,284.58	8,413.26	9,417.74	8,413.13
Finance costs	455.01	395.17	454.77	395.17
Profit before tax and exceptional items	1,958.80	975.43	1,415.07	975.56
Less: Exceptional items	421.03	-	421.03	-
Profit before tax	1,537.77	975.43	994.04	975.56
Less: Tax Expense	228.49	261.01	228.49	261.01
Less: Minority interest	-	-	-	-
Profit after tax	1,309.28	714.42	765.55	714.55

Consolidated Financial Results for the year ending 2015 and 2016:-

During the year under review on consolidated basis our Company earned profit before tax and exceptional items of Rs. 1958.80 Lacs against Rs. 975.43 Lacs in the previous year. The Company earned profit after tax of Rs. 1309.28 Lacs as compare to Rs. 714.42 Lacs in the previous year. The Company had Income from operation of Rs. 17674.21 Lacs as compared to Rs. 9730.22 Lacs in previous year. The Profit before Interest/Depreciation/Tax (PBIT) was Rs. 2154.90 Lacs as compared to Rs. 1560.44 Lacs in previous year.

Standalone Financial Results for the year ending 2015 and 2016:-

During the year under review on standalone basis our Company earned a profit before tax and exceptional items of Rs. 1415.07 Lacs against Rs. 975.56 Lacs in the previous year. The Company earned profit after tax of Rs. 765.55 Lacs as compare to Rs. 714.55 Lacs in the previous year. The Company had Income from operation of Rs. 11209.48 Lacs as compared to Rs. 9730.22 Lacs in previous year. The Profit before Interest/Depreciation/Tax (PBIT) was Rs.1611.17 Lacs as compared to Rs. 1560.57 Lacs in previous year.

Keeping pace with growth trajectory and its efforts to improve efficiency, productivity and profitability the management seeks the trust of shareholders in future growth of the Company and enhancement of shareholders wealth.

Dividend

The Company has paid an interim dividend of 5%, being Rs. 0.50 per share of Rs. 10/- each, on January 29, 2016. We are pleased to recommend a final dividend of 15%, being Rs. 1.50/- per share of Rs. 10/- each, for the financial year 2015-16. The final dividend, if approved by the members, will be paid to members within the period stipulated by the applicable Companies Act. The aggregate dividend for the year will amount to 20%, being Rs. 2 per share of Rs. 10/- each. This is the first time company has declared any dividend.

Reserves

Rs. 765.55 lakhs has been transfer to reserves and surplus account during the current year.

IPO proceeds and Deployment of funds

Your Company has successfully come up with an IPO on December 13, 2012 and listed on EMERGE in NSE. The issue size was Rs. 25, 00, 50,000/- (Twenty Five Crores Fifty Thousand only) consisting of 50, 01,000 (Fifty Lakh One Thousand only) Equity Shares offered at Rs. 50/- (Face value of shares Rs. 10/- per share and premium of Rs. 40/- per share). The issue open and close date was December 3, 2012 and December 5, 2012 respectively. The amount has been completely utilized towards objects of issue and the details have been furnished in the Annual report of 201415.

Change in the nature of business, if any

There is no change in the nature of business during current financial year.

Material changes if any affecting the financial position of the Company which have occurred between the ends of the financial year of the company to which the financial year relates and the date of the report.

On May 23^rd 2016 the nomination and remuneration committee of the company has granted 916355 Employee Stock options at exercise price of Rs. 50 convertible into equal number of shares i.e. one share for each option, to the employees under Employee Stock Option Scheme 2015 (ESOP 2015). Consequently the company has charged Rs. 56.39 Lakhs in profit and loss account as employee compensation expense. The said amount was charged by the Board of directors after taking into consideration the resignation of Mr. Dinesh Gurnani who gave up his granted 100000 options.

In July, 2016 the promoter and holding company of your company Veto Electro powers (India) Private limited, has sold its holding of approx 8.18%, subsequently your company is no longer a subsidiary of Veto Electro powers (India) Private limited.

In May and July, 2016, Mr. Akshay Kumar Gurnani, promoter of the company, has sold his shares in the market, pursuant to which his shareholding fell from 5.97% to 0.59%. The Stock exchanges were intimated about the same.

On a meeting held by the Board of Directors on 23^rd May 2016, Mr. Dinesh Kumar Gurnani was relieved and Mr. Narain Das Gurnani was appointed as the Additional Director as well as the Chief Financial Officer of the Company.

Management Discussion and Analysis

The Management Discussion and Analysis Report of the financial condition and results of operations of the Company for the year under review as required under regulation 34(2) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is being given separately and forms part of this Board Report .

Particulars of Loan, Guarantee and Investments

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note no. 13, 31, 11, 14, and 15 respectively to the Standalone Financial Statements of the Company.

Particulars of Contracts and Arrangement under section 188

Particulars of contracts and arrangements made with related parties referred to in Section 188 (1) of the Companies Act, 2013, in the prescribed form AOC-2, is appended as Annexure III to the Board''s Report.

Deposits

The Company has not accepted any deposits from the public. The details relating to deposits, covered under Chapter V of the Act,-

a) Accepted during the year : NIL

b) Remained unpaid or unclaimed as at the end of the year: NIL

c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

i. At the beginning of the year: NIL

ii. Maximum during the year: NIL

iii. At the end of the year: NIL

2. Business Operations/ State of Company''s Affairs

As one of the most respected cable manufacturers in India, Veto switchgears and Cables is committed to quality, safety and service with no compromise. The Company is an ISO 9001:2008 certified company, engaged in the manufacture and sale of wires & cables and electrical accessories in India.

The brand name VETO is since 1967. VETO holds a major part of electrical accessories in India. The company also has a strong and hardworking team of marketing professionals and dealers and distributors sales of the unit increasing day by day and its production is manifold many times since its inception. We are looking forward to grow further by way of providing " Best Quality at Competitive Prices."

The product portfolio ranges from industrial cables, stand cables to telephone & co-axial wires, from general switches to modular switches, from ceiling fans to rechargeable fans, compact fluorescent lamps, LED bulbs and other electrical accessories. We are dealing in electrical accessories like switch socket, MCB, bell and all electrical accessories which is used for household purposes and manufacturing wires and cables. Cable starts from 0.75 mm to 10 mm.

Our Company supplies these products under the brands "VETO" and "VIMAL POWER" through large network of dealers to the customers in India as well as selected customers abroad.

VIMAL POWER is a part of the Veto group and continues to reinforce a successful international presence and enhance its enviable reputation for innovation. A continuous programme of research and development ensures a world beating range of cables to satisfy or surpass requirements of Indian Standards. The Group is strongly positioned in high-tech markets and offers the widest range of products, services, technologies and know-how.

The company incorporated a wholly owned subsidiary company in Dubai by the name of VETO Overseas Private F.Z.E in October 2015.

Future Prospects

1) The company is planning to launch a gyser.

2) Operation in Mahindra SEZ are expected to begin in the coming financial year.

Raw Material

Our Company''s present and proposed consumption of Raw material is as under:

(Qty. in kg)

Product category	Existing (2015-16)	Proposed (2016-17)
Copper	587472	646220
PVC Resin	95156	104672
Aluminium	493087	542396

Infrastructure facilities

- Power : Presently, we have 400 KVA of power supply sanctioned by Uttarakhand Power Corporation Limited, of which we utilize approximately 325 KVA of power for our present business operations. In addition, to avoid any disruption in the power supply, our Company has already installed a DG set of 250 KVA capacity. Therefore, we envisage that our further requirement of power for our proposed modernization at our Haridwar facility can be easily met from the present supplies.

- Fuel : Our Company mainly requires HSD for operating the DG sets. The present monthly consumption of HSD is about 1000 litres. The HSD is being supplied by retail outlets of IOC, HPCL and BPCL.

- Water : Water is basically required for drinking and other domestic purpose. Our present requirement at our Haridwar unit is about 5000 litres per day. Our entire water requirement is met from our own borewell. The water supply is regular and sufficient to meet entire requirements. The proposed modernization at our Haridwar facility will require additional 2000 litres of water per day. There is no difficulty in obtaining this because of the presence of a number of borewell and the water level in the area being high due to proximity to nearby canal and a river, Ganga.

- Manpower : Our Company has adequate manpower at all levels at present and does not envisage any difficulty in getting the requisite personnel for our business operations at existing locations. Following are the details of our manpower :

Category	Nos.
Top management	3
Managerial & Supervisory staff	77
Office staff	61
Skilled workers	60
Unskilled workers	370
Total	571

- Effluent Treatment and Disposal : Our Company does not generate any industrial effluents which is hazardous to the environment. The waste produced during the manufacturing operations is re-used and/ or recycled.

- Environmental Clearance : We have got all the necessary approvals from the local authorities to operate our business.

- Safety standards : Quality and safety are the hallmarks of our diverse range of products, which are designed and manufactured to the very highest standards such as ISO 9001 and approved by the leading approvals organisations nationally and internationally.

- Our Strategy : Further research in process and product engineering to ensure the best manufacturing process for our products in order to enhance competitiveness in the markets is one of our goals. Research and development in electrical accessories and other allied products will better enable a competitive position in the market. Further enhancement of operations by improving the existing assets to yield better output and installation of new assets to enhance and attract new markets are also in the horizon.

- Capacity and capacity utilization

Particulars	Projected		Actual
	FY 201 5-16	FY 201 6-17	FY 201 5-16
Wires & Cables
Installed Capacity	20 Lacs Bundles	20.00 Lacs Bundles	20.00 Lacs Bundles
Capacity Utilization (in %)	45%	50%	43.50%
Production	9.00 Lac Bundles	10.00 Lac Bundles	8.70 Lac Bundles
Electrical Accessories
Installed Capacity	600 Lac pieces	600 Lac pieces	400 Lac pieces
Capacity Utilization (in %)	30 %	36 %	37.15 %
Production	18 0 Lac pieces	216 Lac pieces	148.58 Lac pieces

- Insurance

Our Company has taken up a range of insurance policies including :

1. Fire policies for our units, buildings and offices, raw materials, work-in-progress and finished goods;

2. Marine policy for transit of raw materials and finished products in India and Marine Export policy;

3. Accidental & Health insurance facility for field staff;

4. Gratuity policy;

These insurance policies are reviewed annually to ensure that the coverage is adequate. All the policies are in existence and the premiums have been paid thereon.

Risks and Concerns:

1. Common Risks: Accidents in the work place, fires, earthquake, tornadoes, and any other natural disasters

2. Legal Risks, fraud, Theft, etc

3. Uncertainties in financial markets

4. Failure in Projects

5. Credit Risks

6. Outstanding Debtors

7. Security and Storage of Data and Records

8. Competitors have market standing out of Rajasthan.

Internal Control System

- The Company has put in place an adequate system of internal control commensurate with its size and nature of business. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The Audit Committee reviews adherence to internal control systems and internal audit reports.

- Company has formed the Risk Management Committee for the assessment and monitoring of the risks involved in the Company.

- Preparation and issue of financial reports to shareholders and the markets, including the Annual Report and consolidated financial statements, is overseen by the Audit Committee. The Company''s financial reporting process is controlled using documented accounting policies and reporting formats, supplemented by detailed instructions and guidance on reporting requirements. The Company''s processes support the integrity and quality of data, including appropriate segregation of duties. The financial information of the parent entity and all subsidiary entities, which form the basis for the preparation of the consolidated financial statements are subject to scrutiny by Group level senior management. The Company''s financial reports, financial guidance, and Annual Report and consolidated financial statements are also reviewed by the Audit Committee of the Board in advance of being presented to the full Board for their review and approval;

- Detailed budgetary process which includes identifying risks and opportunities and which is ultimately approved at Board level;

- Board approved capital expenditure and Audit Committee approved treasury policies which clearly define authorization limits and procedures;

- An internal audit function which reviews key financial/business processes and controls, and which has full and unrestricted access to the Audit Committee;

- Established systems and procedures to identify control and report on key risks. Exposure to these risks is monitored by the Risk Management Committee; and

- A risk management programme in place throughout the Company whereby Risk Management executive reviews and monitors the controls in place, both financial and non financial, to manage the risks facing the business.

Awards and Recognition

During the year our company has been awarded with "Best in Quality Excellence Award" which was received by our Managing Director Mr. Akshay Gurnani from Confederation of Indian Industry (CII).

Details of Subsidiaries/Joint Venture/Associate Companies

The Company has two subsidiary Companies. One in Jaipur and and the other in Duabi, UAE.

Pursuant to provisions of Section 129(3) of the Companies Act, 2013 a statement containing salient features of the Company''s subsidiaries is provided in the Annexure-I to the Director''s report of the Company.

Pursuant to the provisions of Section 136 of the Companies Act, 2013 the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are also available on the website of the Company.

On 22nd November,2014 Veto Electricals Private Limited becomes the Wholly Owned Subsidiary Company of the Company. Same has been disclosed in Annexure-I

A land is purchased by Veto Electricals Private Limited in Mahindra, SEZ. Company had already applied for letter of approval with the Development Commissioner SEZ, Noida. The case has already been approved by Unit Approval Committee (UAC) and company has started construction work of building in Mahindra SEZ in Month of December,2015, which is expected to complete the Construction and erection of plant and machinery upto September, 2016.Hence commercial production may start in the Month of October, 2016.

On 11th October 2015 Veto registered a wholly owned subsidiary in Dubai by the name of "Veto Overseas Private F.Z.E and Mr. Mohan Das Gurnani was appointed as its Manager. It has earned total revenue of 35611834 AED since its inception till March 31^st 2016. The Company has declared profit of 3070392 AED. It is headed by Group Chairman Mr. Mohan Das Gurnani as its Manager. The copy of the Consolidated audited accounts, together with the independent auditor''s report, is provided in a separate section of this Annual Report.

Performance and Financial position of Subsidiary Company

The details with respect to subsidiary Companies as on March 31, 2016 have been discussed in Annexure II.

3. Human Resource Management

Employee Relations

VETO encourages a culture of trust and mutual respect. Employees are aligned on common objectives and take pride in the quality of the products that leave the factory for sale in the markets. We have over the years realized the importance of human capital and duly acknowledge it in its business operations. Your Company has managed to create "Lifers" at VETO- people who have been associated with your Company, many having started their earning life at VETO. It gives the much needed stability and satisfaction when we realize that our partners in success trust us to such an extent that they stand by us at all times.

Their experience, skills, knowledge, ideas and enthusiasm are an invaluable asset. We humbly acknowledge their contributions with competitive compensation and benefits that appropriately reward performance. Pay revisions and other benefits are designed in such a way to compensate good performance of the employees of the Company.

The talent pool of your Company has steadily evolved with changing times with fresh talent being infused to meet demanding situations. The Company has a scalable recruitment and human resource management process which enables us to attract and retain high caliber minds.

Inspired by its commitment to quality and core values of honesty and transparency, your Directors and employees look forward to the future with confidence and stand committed to creating an even brighter future for all stakeholders.

Managerial Remuneration

A) Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The Nomination and Remuneration Committee continuously reviews the performance of the Managing Director, Whole Time Director and Other Directors.

1. Remuneration paid to Directors

(In Lacs)

Name of Directo r	Title	Remuneration in Year 20152016	Remuneration in Year 20142015	%increase in Remuneration in comparison to last year	Ratio of Remuneration to MRE
Mr. Akshay Kumar Gurnani	Managing Director	1500000	1225000 1	20.69	8.30
Mr. Dinesh Gurnani1	Whole-time Director	720000	720000	0.00	3.99
Ms. Jyoti Gurnani	Director	200000	0	100.00	3.32

1. Mr. Akshay Kumar Gurnani was appointed as Managing Director on August 27^th 2014.

2. Mr. Dinesh Gurnani has resigned from office of Whole time Director and CFO , and has been paid salary up to May 2016.

2. Remuneration paid to Key Managerial Personnel (I_n L_acs)

Name of Key Managerial Personnel	Title	Remuneration in year 20152016	Remuneration in Year 20142015	%increase in Remuneration in comparison to last year	Ratio of Remuneration to MRE
Mr. Vasudev Lalwani	Vice President Marketing	9,76,000	6,08,000	60.53	5.40
Ms. Chavi Rawat	Company Secretary cum Compliance Officer	1,53,3242	60,000	16.15	0.93
Mr. Anuj Kumar Khator	Sr. Accounts Officer	384061	20,128	16.00	2.12
Ms. Shilpi Keswani	Company Secretary cum Compliance Officer	152623 (w.e.f. 05/03/2016)		N.A.	0.99

1. The remuneration disclosed here is upto 31^st March 2016 as per the audited Financial Statements.

2. Ms. Chavi Rawat has been paid salary upto relieving date i.e. 25^th Feb 2016.

3. Ms. Shilpi Keswani was appointed w.e.f. March 5^th 2016.

The Median Remuneration of Employees excluding Managing Director and Whole-time Director is Rs.1,80,600 No employee received remuneration in excess of the highest paid Director.

* Median Remuneration is calculated by excluding the employees who leaves during the year and the unskilled employees and is based on annualized salary, MRE - Median Remuneration of employees.

3. The median remuneration of employees was Rs.1,80,600 in financial year 2015-16 the same that was in financial year 2014- 15.

5. The number of permanent employees on the rolls of Company was 571 employees as on 31st March, 2016.

6. The total revenue growth and net profit of the Company during the financial year 2015-16 as compared to financial year 2014-15 was increased by 15.36% and 7.14% respectively. While aggregate remuneration of the employees was increased by 16.13% over the previous financial year. The increase in remuneration was due to annual increment and new employment. Increase in revenue and net profit was due to increased efficiency and growth of the company .

7. Average Salary increase of non-managerial employees was 19.90 % and that of managerial employees 30.37 % in financial year 2015-16. There are no exceptional circumstances in increase in managerial remuneration.

8. There is no change in the remuneration of Whole time Director. However Managing director has been given an annual increment and executive director Ms. Jyoti Gurnani has been paid remuneration for the first time.

9. Remuneration paid during the year ended 31st March, 2016 is as per the Remuneration Policy of the Company.

Particulars of Employees

Your Directors confirmed that no employee fall under the particulars of Section 197 of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

4. Corporate Governance

Corporate Governance Report

Corporate Governance refers to laws, regulations, and acceptable business practices that determine relationships between corporation owners and its managers, on one hand, and its investors, on the other hand. It was born and evolved in response to corporate failures, crises, and misdeeds. In many types of economies, corporate governance concentrates on at least four important factors: Ensuring disclosures of all relevant information to shareholders and creditors; including business risk analyses; Building a system of rules and voluntary practices that will guide the board of directors; Establishing independent audit committees composed of outside directors; Monitoring and controlling management. On the other hand, developing economies, focus on strengthening and improving the legal and regulatory systems that will help ensure better enforcement of contracts and protection of property rights.

Your Company is committed to achieving and maintaining high standards of Corporate Governance and places high emphasis on business ethics. Your Company has set up a Remuneration Committee under Annexure 1-D of SME Equity Listing Agreement, which was later reconstituted under the name ''Nomination and Remuneration Committee'' pursuant to provisions of Section 174 of The Companies Act, 2013.

A report on corporate governance confirming compliance of conditions as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 has been included in Annexure IV of this report.

The Company has laid down a well-defined Code of Conduct, which fairly addresses the issues of integrity, conflict of interest and confidentiality and stresses the need of ethical conduct, which is the basis of good Governance. This code is applicable to all members of the Board and the Senior Management Personnel. The declaration regarding compliance with Veto Switchgears and Cables Limited-Code of Conduct and Ethics for all Board Members and Senior Management Personnel of the Company has been included in Annexure VIII of this report.

5. Directors and Key Managerial Personnel (KMP)

Change in directors and KMP during the year

There were no new appointments or cessation of directors in the financial year. During the year, Ms. Chavi Rawat, Company Secretary and compliance officer has resigned w.e.f 9th February, 2016 and was relieved from her duties w.e.f. 25 February, 2016. The Board of Directors at its meeting held on 5th March, 2016 appointed Ms. Shilpi Keswani as the company secretary cum compliance officer. The Shareholders of the Company at their 8th Annual General Meeting (AGM) held on 26th August, 2015 re-appointed Ms. Jyoti Gurnani as Director whose office was liable to retire by rotation.

Composition of Board of Directors as on 31^st March, 2016 :

Sr. No.	Name Of Director	Designation	Date of Appointment	Date of Cessation
1	Mr. Dinesh Gurnani1	Whole -Time Director and CFO	22/08/2012	NA
2	Mr. Mura li dhar Kaurani	Non-executive Independent Director	31/08/2012	NA
3	Mr. Mohan Sukhani	Non-executive Independent Director	31/08/2012	NA
4	Mr. Govind Ram Thawani	Non-executive Independent Director	31/08/2012	NA
5	Ms. Jyoti Gurnani	Director	27/08/2014	NA
6	Mr. A kshay Kumar Gurnani	Exec utive Managing Director and CEO	27/08/2014	NA

1. Mr. Dinesh Gurnani has resigned on May 24^th 2016 and Mr. Narain Das Gurnani has been appointed as the Additional Director cum CFO w.e.f. May 24^th 2016.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, that of its Committees and individual Directors. Relevant details have been provided in the Corporate Governance Report.

Remuneration Policy

Remuneration Policy

For Labours For Office Staff

I. For Labours: For fixing the Remuneration for the Labours Minimum Wages Act, 1948 is applicable. Remuneration is payable on Hours basis.

II. For Office Staff : The Committee will recommend the remuneration to be paid to the Managing Director, Whole-time Director, KMP and Senior Management of the quantity required to run the Company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks. Minimum 5% increment to the Management of the Company may provide excess of remuneration on the basis of outstanding performance of employee only, if the Company is not satisfied with the performance of the Employee than they can restrict the increment. The remuneration should also involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

a. Managing Director : The remuneration and commission to be paid to the Managing Director shall be in accordance with the provisions of the Companies Act, 2013, and the rules made there under. Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the limits approved by the Shareholders.

b. Directors : The remuneration/compensation/commission etc. to Directors will be determined by the Committee and recommend to the Board for approval.

c. Non executive Independent Directors : The Non Executive Independent Director may receive remuneration by way of Sitting Fees for attending meetings of the Board thereof. Provided that the amount of such fees shall be subject to ceiling/limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force.

d. KMPs/ Senior Management Personnel : The Remuneration to be paid to KMPs/Senior Management Personnel shall be based on the experience, qualification and expertise of the related personnel and governed by the limits, if any prescribed under the Companies Act, 2013 and rules made there under or any other enactment for the time being in force.

e. Directors'' and Officers'' Insurance : Where any insurance is taken by the Company on behalf of its Directors, KMPs/Senior Management Personnel etc. for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel.

This Policy is updated based on the provisions of the Companies Act, 2013 and rules made thereunder and requirements of the relevant rules and regulations issued by SEBI from time to time.

In case of any subsequent changes in the provisions of the Companies Act, 2013 or any other regulations which makes any of the provisions in the policy inconsistent with the Act or regulations, then the provisions of the Act or regulations would prevail over the policy and the provisions in the policy would be modified in due course to make it consistent with Law.

This Policy shall be reviewed by the Nomination and Remuneration Committee as and when any changes are to be incorporated in the policy due to change in regulations or as may be felt appropriate by the Committee. Any changes or modification on the policy as recommended by the Committee would be given for approval of the Board of Directors.

No. of meetings of the Board

Nine (9) Board meeting were held during the year 2015-2016 and the gap between two meetings did not exceed four months. The dates on which the Board Meeting was held are as follows:

Detail of Board Meetings held:

Sr. No.	Date of Board Meeting
1	29th May 2015
2	23rd July 2015
3	14th August 2015
4	31st August 2015
5	9th November 2015
6	28th November 20 15
7	18th January 2016
8	22nd February 2016
9	5th March 2016

Declaration by an Independent Director(s) and re-appointment, if any

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The terms & conditions for the appointment of Independent Directors are given on the website of the Company and separately disclosed in the Corporate Governance Report. http://www.vetoswitchgears.com/investor/corporate-governance/independent-directors

6. Committees of Board

There are currently four Committee of the Board which are as follows :

a) Audit Committee

b) Nomination, Remuneration & Compensation Committee

c) Corporate Social Responsibility (CSR) Committee

d) Stakeholders'' Relationship Committee

Details of all the Committees along with their composition, charters Duties, Responsibilities and activities and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

Name of Committee	Composition of Committee
Audit Committee	1. Mr.Govind Ram Thawani - Chairman 2. Mr. Mohan Sukhani 3. Mr. Dinesh Gurnani1
Nomination and Remuneration Committee	1. Mr.Govind Ram Thawani - Chairman 2. Mr. Murlidhar Kaurani 3. Mr. Mohan Sukhani
Shareholders''/Investors'' Grievance Committee	1. Mr.Govind Ram Thawani - Chairman 2. Mr. Dinesh Gurnani1 3. Mr. Mohan Sukhani
Corporate Social Responsibility Committee	1.Mr. Govind Ram Thawani, Chairman 2. Mr. Mohan Sukhani 3. Mr. Dinesh Gurnani1
Internal Complaint Committee	1. Ms. Jyoti Gurnani, Presiding Officer 2. Mr. Anuj Kumar Khator, Member 3. Mr. Anirudh Mathur, Member

1. Changes in the composition of Director and the Committee:

Mr. Dinesh Gurnani resigned w.e.f 24^th May 2016 and Mr. Narain Das Gurnani was appointed as the additional director cum CFO , and became a member of the Audit Committee, Corporate Social Responsibility Committee and Stakeholders Relationship committees, thereafter.

7. Risk Management

The Company has framed and implemented a Risk Management Policy to identify the various business risks. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company''s competitive advantage. The risk management policy defines the risk management approach across the enterprise at various levels including documentation and reporting.

8. Directors Responsibility Statement

The Board of Directors acknowledge the responsibility for ensuring compliances with the provisions of Section 134(3) (c) read with Section 134(5) of the Companies Act, 2013 in preparation of annual accounts for the year ended 31st March, 2016 and state that :

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016 and profit of the Company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) proper internal financial controls have been laid down which are adequate and are operating effectively.

(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

9. Related Party Transactions

All related party transactions entered into during the financial year were on an arm''s length basis and in the ordinary course of business. There are no material significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons and their relatives which may have a potential conflict with the interest of the Company at large. Particulars of contracts or arrangements with related parties referred to Section 188(1) of the Companies Act, 2013 in the form AOC 2 is annexed herewith as Annexure III. A list of all related party transactions is placed before the Audit Committee as well as the Board of Directors. The Board has also framed a policy on related party transactions and the same is available on Company''s website i.e. http://www.vetoswitchgears.com/investor/corporate-governance/policies-and-related-documents under the head Policy on Related Party Transaction

Pursuant to the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has framed a Policy on Material Subsidiaries and the same is available on Company''s website http://www.vetoswitchgears.com/investor/corporate-governance/policies-and-related-documents under the head Policy on Material Subsidiary

10. Listing of Shares

The shares of the Company are listed at BSE Limited & National Stock Exchange of India Ltd. and the listing fee for the year 2016-17 has been duly paid.

11. Prevention of Insider Trading

In compliance with the provisions of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board has adopted a code of conduct and code of practices and procedures for fair disclosure of unpublished price sensitive information to preserve the confidentiality of price sensitive information, prevent misuse thereof and regulate the trading by Insiders. The code of practice and procedures for fair disclosure of unpublished price sensitive information is also available on the Company''s website i.e. www.vetoswitchgears.com .

12. Auditors and Auditor''s Report

Statutory A uditors

SGCO & Co. (Membership No. 44739) Chartered Accountants Statutory Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. It is proposed to reappoint them as Statutory Auditors of the Company for the financial year 2016-17.

The Company has received a letter from Statutory Auditors to the effect that their re-appointment, if made would have be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualified for reappointment within the meaning of Section 141 of the said Act.

Our comments on financial statements referred to in the Auditor''s Reports under Section 145 of the Companies Act, 2013 are given below:

a) With regard to the Emphasis of Matter appearing in the Auditor''s Report, your attention is drawn to the notes forming part of financial statements of the year which are self explanatory.

b) With respect to the comments of the Auditors in their report on the Consolidated Audit Report, our responses are given in the Notes to the Financial Statements, which is self-explanatory.

Cost Auditors

Pursuant to the provisions of Section 148 of The Companies Act, 2013 the company is required to conduct cost audit as per Companies (Cost Record & Audit ) Rules, 2014 applicable from 1st April 2015.

The Board of Directors, on the recommendation of Audit Committee, has appointed M/s Rajesh & Company & Co., Cost Accountants, (Firm Registration Number No. 000031) as Cost Auditor to audit the cost accounts of the Company for the financial year 2016-17. As required under the Companies Act, 2013, a resolution seeking member''s approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting for their ratification.

Secretarial Audit Report

The Board has appointed Ms. Nisha Agarwal Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2015-16. The Secretarial Audit Report for the Financial Year ended March 31, 2016 is annexed herewith marked as Annexure VII to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Corporate Governance Certificate

The Company is promptly submitting a "Quarterly Compliance Report on Corporate Governance" as per SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges.

The certificate from the Practicing Company secretary, Ms. Nisha Agarwal, C.P. No. 8584, confirming compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 has been included in Annexure-ix of this report.

Reservation and Qualification on Auditor Report

The report doesn''t contain any reservation, qualification or adverse remark. Information referred in Auditor''s Report are self-explanatory and don''t call for any further comments.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future

There are no significant and material orders that are passed by the regulators or courts or tribunal impacting the going concern status and Company''s operations in future. However an appeal is pending with the Sales Tax Department, Gujarat.

13. Extract of Annual Return

The details with respect to extract of Annual Return have been discussed in Annexure VI.

14. Details in respect of adequacy of internal financial controls with reference to the financial statements

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

15. Depository System

Our Company''s Equity Shares are available in dematerialized form through The National Securities Depository Limited (NSDL) and The Central Depository Services of India (India) Limited (CDSL). The Company has set up requisite facilities for dematerialization of its Equity Shares in accordance with the provisions of Depository Act, 1996 with National Securities Depository Limited and Central Depository Services (India) Limited. The Company has entered into agreements with both of the Depositories. Accordingly, the shares post IPO, of the Company is held in demat form.

16. Report under the Prevention of Sexual Harassment Act

A Complaint against an employee of the company Mr. Nitin Motwani has been received by the company and the internal Complaint committee held a meeting on urgent basis to discuss the same. After the meeting a notice was issued to him and he was suspended from his duties till the case is resolved.

17. Conservation of energy, technology absorption and foreign earning and outgo

Disclosure pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014.

(A) CONSERVATION OF ENERGY

(i) Steps taken or impact on conservation of energy and the steps taken by the company for utilizing alternate sources of energy; Energy conservation measures taken Company has taken several steps to conserve energy through its "Sustainability" initiatives. The Company continues its endeavour to improve energy conservation and utilization. The Company has always been conscious of the need for conservation of energy and has been sensitive in making progress towards this end. Energy conservation measures have been implemented at all the plants and offices of the Company and special efforts are being put on undertaking specific energy conservation projects like :

1. Lighting: Efforts have been put by Company to reduce or optimize the lighting requirements at all the plants. Replacement of Conventional Light fittings with LED light fixtures, leading to savings in power at office areas. d) Installation of CFL, LED indicators, Use of 54Wx4 T5 lamps for assembly area.

2. Replacement of old equipment with new/ energy efficient equipment.

3. Optimization of Electrical Equipment: In addition to the existing controls on prime production equipment and existing prime utilities equipment, some electrical equipment modifications / additions being done are continuous monitoring of Power factor of plant on daily basis, and redesign of pay off fixtures in cable division to reduce energy consumption by 30%.

4. Company believes in sharing and implementing best practices across all plants & stage wise replacement of conventional light fittings to LED light fittings is under progress across the manufacturing units. Impact of measures for reduction of energy consumption

The above measures have resulted in optimizing energy consumption and savings cost of production, reduction on carbon emissions and processing time.

Capital investment on energy conservation equipments - Efforts have been put by Company to reduce or optimize the energy requirements at all the plants. Company encourages capital investment in energy-saving equipment''s, plants or machinery and have invested a significant amount on the same.

B) ENVIRONMENT, HEALTH AND SAFETY

VETO is committed to caring for people and the planet by integrating environmental and safety principles in all aspects of its business are it from procurement, material-use, manufacturing of sustainable products, creating awareness through marketing, and innovation/R&D for better products and processes. We constantly monitor and better our environmental and occupational health and safety performance through our internal risk management exercise. At the compliance level, your Company conforms to all applicable regulatory Environmental Health & Safety (EHS) requirements wherever it operates.

Our Company is sensitive to environmental and resource conservation and its manufacturing philosophies ensure safety of the worker and surroundings. Being in a non-polluting category of business, it has minimal impact on the environment but has a huge positive impact on the local community. RoHS or ''Restriction of Hazardous Substances'' compliance in all its products like CFLs, cables, PCBs, etc. ensures safety across the product life cycle. Our Company strongly believes and promotes energy conservation not only through its products but also within the premises. Energy conservation measures have been adopted at all the plants.

Our Company follows best practices for health and safety. Employees and workers are regularly trained by industry experts on issues of occupational and industrial health & safety, first-aid and environment management. Healthy lifestyle and well-being are also promoted as a culture at VETO. Our Company also provides life insurance cover, personal accident cover and robust medical & health policies to all field staff against any unfortunate incident. VETO India strongly believes in maintaining a work-life balance and therefore follows strict in-and-out work-timings. This has gone a long way in maintaining a healthy, happy and motivated workforce.

(C) TECHNOLOGY ABSORPTION

The Company is putting continuous efforts in acquisition, development, assimilation and utilization of technological knowledge through its wide advance engineering project portfolio. This has enabled the Company to keep abreast with the latest developments in product technology, manufacturing process and methods, quality assurance and improvement, marketing, management systems and benefit out of mutual experience. To develop our product pipeline, we commit substantial time, efforts, funds and other resources for R&D. Our processes and products currently under development, if and when fully developed and tested, may not perform as we expect and we may not be able to successfully and profitably produce and utilize such products or processes. Therefore, our investments in R&D and new product launches could result in higher costs without a proportionate increase in revenues. Company is carrying out the following activities to fulfill short term and long term business goals:

l Upgradation of existing product and processes to save cycle time, energy consumption and overall operational efficiency.

l Import substitution and identification of new raw materials for development.

l Technology support to all plants to improve efficiency and enable business growth.

l Optimization of products and processes to minimize waste generation and address environmental and safety concerns.

l Development of smart test methods to speed up testing of incoming raw materials.

l Development of in house domain expertise to support product development.

l Focus on in house product development in the area of smart internet base solution etc.

The benefits derived like product improvement, cost reduction, product development or import substitution:

l Increased Customer satisfaction & sale ability.

l Improved Brand equity.

l Cost Reduction through Quality & productivity.

l New product introduction.

In case of imported technology, relevant details :

There was machinery imported from China in the Year 2015. The machinery is currently installed and is working effectively in the plant located at Haridwar

(D) Detail of Foreign Exchange Earnings and Outgo.

During the financial year Company''s Foreign exchange earned in terms of actual inflows year was 901168 USD and the Foreign Exchange outgo in terms of actual outflows (including machinery imported) was 482081.60 USD. Hence net foreign exchange inflow is 419087 USD. The information on foreign exchange and outgo is furnished in the note 39 to the accounts of Standalone Financial results

18. Credit Rating

Your Company has been reaffirmed long-term rating of BBB (ICRA triple B plus) by ICRA Limited. The outlook of long term rating is " Stable" .

19. Employee Stock Options under ESOP 2015

During the year, the company has been granted shareholder''s approval for the ESOP 2015 (here in under referred as "the Scheme") and subsequently the scheme was formulated by the Nomination and remuneration Committee and approved by the Board. The Scheme involved grant of 9,16,355 (Nine Lakh sixteen thousand three hundred and fifty five ) stock options convertible into 9,16,355 (Nine Lakh sixteen thousand three hundred and fifty five) Equity Share of Rs. 10 each. There have been granted no stock options to the eligible employees of the Company and its Subsidiaries in the financial year as the process of obtaining In-principal approval from NSE and BSE was going on. The ESOP Scheme is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2014. The detail is available on the Company''s website www.vetoswitchgears.com.

20. Management Discussion and Analysis

Management Discussion and Analysis report is attached herewith forms part of this report. Summary of performance and various businesses and functions of the Company is as follows:

i. Economy and Markets

The electronics market of India is one of the largest in the world and is anticipated to is projected to grow at a compound annual growth rate (CAGR) of 24.4 per cent during 2012-2020. Separately, forecasts say that the electric wire and cable market in India is to grow at a CAGR of 16.18 percent over the period 2015-19 as power cables led the revenues of the wires and cables market with more than 50 percent contribution to the total market in fiscal year 2014.

The Indian wire and cable industry is growing satisfactorily and getting more and more consolidated and becoming largely organized now. The power cable led the industry from front contributing almost 50 percent of the industry''s emphasis on laying comprehensive power distribution and transmission network in the country. The increasing digitalization has of course catapulted the demand even more. Construction is also one of the core sectors of Indian economy and future of the industry is important for commodities. Construction cables and wire sector anticipated to see steep growth in demands in coming days owing to huge govt''s, spending in infrastructure, smart cities, real estate boom, and housing explosion.

At more than 7% rate of annual GDP growth, India is already amongst the fastest growing economy in the world. Inflation rates are under control and so are the consumer as well as wholesale prices. Government priority projects such as Housing for All, Smart Cities, Interlinking of rivers, AMRUT, Swacch Bharat, development of inland water ways for transportation, etc. are steps in the right direction. Power sector reforms being expected to be a top priority for our government is playing out. We are witnessing notable progress in the Indian power market with regards renewable energy expansion, reducing red tape for power projects and improving fuel availability for thermal generation. We believe the government will increasingly turn its attention to reforming the power distribution segment and boosting India''s energy independence. Also, the year 2015 started off on a good note for the LED industry in India. PM''s initiative to launch Notional programme for LED based Home & street lightning as well as a scheme for LED distribution under the domestic Efficient Lighting program is highly valued for the growth of India. The PO communique stated studies showed LEDs were 25% more efficient than CFL, 23% more efficient than tubelights and 80 % more efficient than incandescent lamps. The Prime Minister''s initiative has accelerated the adoption of LED''s in several sectors across the country through the creation of several new policies and financial subsidies undertaken by the Ministry of power, BEE and various state municipalities. This has helped propel the industry to grow five folds in five year its from its current size of Rs. 4000 crores according to Electric Lamp and Component Manufacturers Association (ELCOMA).

Source:, http://www.openpr.com/ , http://ieema.org/ , wire & cable India .

ii. Market Overview

Your Company has major earning in the state of Rajasthan. But this year our focus is to widen and cover more and more states of India. The company has broadened its network and distribution. We have also had major success in some of the biggest cities of UAE. The company and its Board have started working towards making Veto a globally established brand. Our products are marketed in both domestic and international markets.

Increase in Urban Population and Per-Capita Income has been growing at a steady rate and is expected to increase further due to affordability and changing life styles of the people. The demand of manufacturing of wires & cables and electrical accessories & other allied products in India is also hence likely to increase. We have proposed to expand our manufacturing capacity so as to meet the increased demand both in domestic and foreign markets. De-licensing and Removal of Tariffs for the Industry , Low Entry Barriers, Increased Demand for Housing, Increased Growth in the Emerging Markets and in the Production of Renewable Energy and Increased Growth in the Emerging Markets and in the Production of Renewable Energy are also our basic growth drivers of the market. We are also looking forward to housing projects of Government and semi-government agencies.

iii. Competition

Our Company operates in competitive environment and has a number of organized players and very few unorganized players. Our Company''s major emphasis is on manufacturing of superior designed quality product at affordable price. Thus, due to consistent emphasis on quality and delivery, our Company has been receiving repeated orders from its dealer network.

iv. Marketing Setup

Veto holds a major part of market share of electrical accessories in India. The company has a strong and hardworking team of marketing professionals, dealers and distributors. Our Promoters have vast experience of marketing of wires and cables and electrical accessories & other allied products. They have been manufacturing and marketing these products for past over 35 years. We have a good reputation among our dealer network which consists of more than 2,000 in number. The sale price of the components to be manufactured is decided based on design complexities, material, process, quantity, period of supply, etc.

v. Export obligation

As on the date, we do not have any export obligations.

vi. Strength

l Established brand in North West India and central;

l Experienced management team;

l Organized and comprehensive product offering;

l Established reputation for quality products;

l Driving growth through innovation and marketing;

l Our relationship with customers;

l Our relationship with more than 2,000 dealers;

l Dedicated team of technical manpower;

vii. Weakness

l Player in regional market.

l Any avoidance of rules of Govt. caused under unavoidable circumstances may have an adverse impact on the project.

viii. Opportunity

l The location of the unit is the hub of industry of the multiproduct category. This will cause a competition and that will help the customer to differentiate between the average and the best product. The importers will get variety of the products, which will be a healthy situation for the Industry ultimately.

l The Company has many opportunities in view of the increasing demand for wires & cables and electrical accessories.

l Decrease in copper prices.

ix. Threats l Our contingent liabilities, not provided for, if crystallized, could adversely affect our financial condition.

We have not provided for certain contingent liabilities which if materialized could adversely affect our financial position. The details of the same are as under :

In Lacs

Particulars	As of March 31, 2016	As of March 31, 2015
Guarantee given by banks on behalf of the Company	94.97	121.72
Disputed Sales Tax Liability	6.60	-
Estimated amount of contracts remaining to be executed on capital account (Net of Advance)	307.14	163.84
Total	408.71	285.56

* If these liabilities materialize, it could have an adverse effect on our results of operations.

l The loss of or shutdown of operations at our production facilities may have a material adverse effect on our business, financial condition and results of operations.

The breakdown or failure of our equipments and/ or civil structure can disrupt our production schedules, resulting in performance being below expected levels. In addition, the development or operation of our facilities may be disrupted for reasons that are beyond our control, including explosions, fires, earthquakes and other natural disasters, breakdown, failure or sub-standard performance of equipment, improper installation or operation of equipment, accidents, operational problems, transportation interruptions, other environmental risks, and labour disputes. Our production facilities are also subject to mechanical failure and equipment shutdowns. Our machineries may be susceptible to malfunction. If such events occur, the ability of our facilities to meet production targets may be adversely affected which may affect our business, financial condition and results of operations. l Low cost end-to-end business model being adopted by existing or new competitors.

l Heightened competitive intensity with externally-funded players looking to drive aggressive strategies in the market.

Disclaimer Clause

Statements in Management Discussion and Analysis describing the Company''s objectives, projections, estimates, expectations or predictions may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those either expressed or implied. Important factors that could make a difference to the Company''s operation include among others, economic conditions affecting demand/supply and price conditions, variation in prices of raw materials, changes in Government regulations, tax regimes, economic developments and other incidental factors.

Acknowledgement

We thank our customers, vendors, investors and bankers for their intense support throughout the year. We place on record our appreciation of the contribution made by our employees at all levels.

We thank the Government of India, particularly the Ministry of Commerce, Ministry of Finance, Ministry of Corporate Affairs, the Custom and Excise Departments, Income Tax Department, the Reserve Bank of India, the State Governments and other government agencies for their support, and look forward to their continued support in the future.

Date : September 5^th 2016

Pl_{ace :} J_aip_ur for and on behalf of the Board of Directors

Sd/- Sd/-

Akshay Kumar Gurnani Narain Das Gurnani

Managing Director & CEO Additional Director & CFO

DIN : 06888193 DIN: 01970599

---

Mar 31, 2015

Dear Members,

The Director's have great pleasure in presenting you the 8th Annual Report on the business and operations of the Company together with the Audited Statements of Accounts for the financial period from April 1, 2014 to March 31, 2015 and other accompanying reports, notes and certificates.

1. Company Performance

Your Company has grown exponentially during the current financial year. The financial results of current financial year are as follows:-

Financial Results

(Rs. in Lacs)

Particulars Consolidated

2014-2015 2013-2014

Income from operation 9730.22 9447.72

Profit before Interest/ Depreciation/Tax 1571.92 1168.34

(PBDIT)

Less: Interest & Financial Charges 395.17 204.73

Less: Depreciation 201.37 120.13

Profit Before Tax (PBT) 975.38 843.48

Less: Provision for Taxation 261.01 234.66

-Current

-Deferred

Profit after Taxation (PAT) 714.37 608.82

Balance Carried Forward 714.37 608.82



Particulars Standalone

2014-2015 2013-2014

Income from operation 9730.22 9447.72

Profit before Interest/ Depreciation/Tax 1572.10 1168.53

(PBDIT)

Less: Interest & Financial Charges 395.17 204.73

Less: Depreciation 201.37 120.13

Profit Before Tax (PBT) 975.56 843.67

Less: Provision for Taxation 261.01 234.66

-Current -

-Deferred -

Profit after Taxation (PAT) 714.54 609.01

Balance Carried Forward 714.54 609.01



During the year under review on consolidated basis our Company earned an income of Rs. 975.38 Lacs against Rs. 843.48 Lacs in the previous year. The Company earned profit after tax of Rs. 714.37 Lacs as compare to Rs.608.82 Lacs in the previous year. The Company had Income from operation of Rs. 9730.22 Lacs as compared to Rs. 9447.72 Lacs in previous year. The Profit before Interest/Depreciation/Tax (PBIT) was Rs. 1571.38 Lacs as compared to Rs. 1168.34 Lacs in previous year.

During the year under review on standalone basis our Company earned an income of Rs. 975.56 Lacs against Rs. 843.67 Lacs in the previous year. The Company earned profit after tax of Rs. 714.54 Lacs as compare to Rs. 609.01 Lacs in the previous year. The Company had Income from operation of Rs. 9730.22 Lacs as compared to Rs. 9447.72 Lacs in previous year. The Profit before Interest/Depreciation/Tax (PBIT) was Rs.1572.10 Lacs as compared to Rs. 1168.53 Lacs in previous year.

Keeping pace with growth trajectory and its efforts to improve efficiency, productivity and profitability the management seeks the trust of shareholders in future growth of the Company and enhancement of shareholders wealth.

Dividend

The Board of Directors has decided not to recommend any dividend for the year ended on 31st March, 2015.

Reserves

Rs. 71,454,473 has been transfer to reserves and surplus account during the current year.

IPO proceeds and Deployment of funds

Your Company has successfully come up with an IPO on December 13, 2012 and listed on EMERGE in NSE. The issue size was Rs. 25, 00, 50,000/- (Twenty Five Crores Fifty Thousand only) consisting of 50, 01,000 (Fifty Lakh One Thousand only) Equity Shares offered at Rs. 50/- (Face value of shares Rs. 10/- per share and premium of Rs. 40/- per share). The issue open and close date was December 3, 2012 and December 5, 2012 respectively.

The detail of proceeds of IPO is as under:

SI. Particulars Amount (Rs. in Lacs) No.

A Proceeds of Issue 2500.50

B Internal Accruals 49.50

As per RHP, the Proceeds of Issue were Rs. 2500 Lakh and Internal Accruals were Rs. 50 Lakh. However, due to lot size of 3000 Equity shares, IPO proceeds came to Rs. 2500.50 Lakh and therefore internal accruals get reduced by Rs. 0.50 Lakh.

The project covers Modernization of existing facility at Haridwar amounting Rs. 470 Lacs, Working capital requirement amounting Rs. 1580 Lacs, Enhancement of our Company's brand through advertising and other Brand Building activities amounting Rs. 200 Lacs, General Corporate purposes amounting Rs. 100 Lacs and to meet the issue expenses amounting Rs. 200 Lacs.

SI. Particulars Amount No (Rs. in Lacs)

1 Modernisation of existing facility at Haridwar 470.00

2 Working capital requirement 1580.00

3 Enhancement of our Company's brand through advertising and 200.00 other Brand Building activities

4 General Corporate purposes 100.00

5 To meet the issue expenses 200.00

Total 2550.00

As required under clause 52 (IV) (D) of SME Equity Listing Agreement, the utilization of IPO proceeds are being reported on half-yearly basis published by the Company after the same is reviewed by the Audit Committee.

The detailed description with respect to deployment of funds and explanation as per Clause 45 (c) of SME Listing Agreement is given hereunder:

1. Status of implementation of project/ commencement of commercial production

i) As disclosed in the offer document

Sr. Activity Date/Month of Date/Month of No Commencement Completion

1 Land Completed

2 Factory building & civil work October 2012 January 2013 (modernization)

3 Dies October 2012 June 2013

4 Plant & Machinery & other service utilities October 2012 December 2012

(ii) Actual Implementation AUGUST 2013 TO MARCH 2015

(iii) Reasons for delay in implementation, if any DELAY IN ARCHITECTURAL PLAN

2. Status of utilization of issue proceeds

(i) As disclosed in the offer document -

The total cost of the project is estimated at Rs. 2550.00 lacs brief details of which are as follows:

(Rs. in Lacs)

Sr. Details Amount No

1 Modernisation of existing facility at Haridwar, Uttarakhand 470.00

2 Incremental long-term working capital requirement 1,580.00

3 Enhancement of our Company's brand through advertising and other brand building activities 200.00

4 General Corporate Purposes 100.00

5 To meet the Issue expenses 200.00

Total Project Cost 2,550.00

Means of Finance

Particulars Amount Amount (In lacs) (In lacs)

Proceeds of the Issue 2,500.50

Internal accruals 49.50

Total means of finance 2,550.00

(ii) Actual Utilisation - (Rs. in lacs)

Sr. Particulars Total Actual Cost of no. entire project

1 Modernisation of existing facility at Haridwar, 470.00 470.00 Uttarakhand.

2 Incremental long-term working capital 1580.00 1580.00 requirement

3 Enhancement of our Company's brand through 150.50 200.00 advertising and other brand building activities

4 General Corporate Purposes 100.00 100.00

5 To meet the Issue expenses 200.00 200.00

TOTAL 2500.50 2550.00

The details of amount utilized out of the IPO proceeds in the project upto March 31, 2015 is as stated below:

(Rs. in lacs)

Particulars Amount utilized till March 31, 2015

Proceeds from IPO 2500.50

Less :

Issue related expenses 200.00

Utilised towards objects of issue 2300.50

Pending utilization towards objects of issue NIL

(iii) Reasons for deviation, if any NIL

Change in the nature of business, if any

There is no change in the nature of business during current financial year.

Material changes if any affecting the financial position of the Company which have occurred between the ends of the financial year of the company to which the financial year relates and the date of the report.

On Feb 10,2015 the Board decided to migrate the Company from SME Platform to NSE Main Board. A special Resolution was passed through the Postal Ballot on 18th March, 2015. On April 29, 2015 Company was migrated on Main Board of NSE by way of listing its entire share capital of 18327100 Equity Shares on NSE Main Board.

The Board of Directors of the company decided to grant shares under ESOP Scheme to the employees of the company, its holding & subsidiaries company subject to the approval of shareholders in Annual General Meeting.

Management Discussion and Analysis

In terms of the Provisions of Clause 49 of the Listing Agreement, the Management Discussion and Analysis is set out in this Annual Report.

Particulars of Loan, Guarantee and Investments

Loans, guarantees and investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

Particulars of Contracts and Arrangement under section 188

Particulars of contracts and arrangements made with related parties referred to in Section 188 (1) of the Companies Act, 2013, in the prescribed form AOC-2, is appended as Annexure III to the Board's Report.

Deposits

The Company has not accepted any deposits from the public. The details relating to deposits, covered under Chapter V of the Act.-

a) Accepted during the year : NIL

b) Remained unpaid or unclaimed as at the end of the year: NIL

c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-

i. At the beginning of the year: NIL

ii. Maximum during the year: NIL

iii. At the end of the year: NIL

Investments

Our Company has total fixed deposit of Rs. 57.82 lacs including accrued interest with the Indian Overseas Bank, M.l Road branch, Jaipur.

2. Business Operations/ State of Company's Affairs

Our Company is an ISO 9001:2008 certified company, engaged in the manufacture and sale of wires & cables and electrical accessories in India. The product portfolio ranges from industrial cables, stand cables to telephone & co-axial wires, from general switches to modular switches, from ceiling fans to rechargeable fans, compact fluorescent lamps, LED bulbs and other electrical accessories. Our Company supplies these products under the brands "VETO" and "VIMAL POWER" through large network of dealers to the customers in India as well as selected customers abroad.

Future Prospects

1. Company is planning to open 100 Retails exclusive Veto Retails outlets in Rajasthan.

2. Explore the possibility of marketing in abroad.

3. Board of the Company intents for direct listing in Bombay Stock Exchange Limited.

Raw Material

Our Company's present and proposed consumption of Raw material is as under:

(Qty. in kg)

Product category Existing (2014-15) Proposed (2015-16)

Copper 565170 678204.00

PVC Resin 86122 103346.40

Aluminium 621887 746264.40

Infrastructure facilities

* Power

Presently, we have 400 KVA of power supply sanctioned by Uttarakhand Power Corporation Limited, of which we utilize approximately 325 KVA of power for our present business operations. In addition, to avoid any disruption in the power supply, our Company has already installed a DG set of 250 KVA capacity. Therefore, we envisage that our further requirement of power for our proposed modernization at our Haridwar facility can be easily met from the present supplies.

* Fuel

Our Company mainly requires HSD for operating the DG sets. The present monthly consumption of HSD is about 1000 litres. The HSD is being supplied by retail outlets of IOC, HPCL and BPCL.

* Water

Water is basically required for drinking and other domestic purpose. Our present requirement at our Haridwar unit is about 5000 litres per day. Our entire water requirement is met from our own borewell. The water supply is regular and sufficient to meet entire requirements. The proposed modernization at our Haridwar facility will require additional 2000 litres of water per day. There is no difficulty in obtaining this because of the presence of a number of borewell and the water level in the area being high due to proximity to nearby canal and a river, Ganga.

*Manpower

Our Company has adequate manpower at all levels at present and does not envisage any difficulty in getting the requisite personnel for our business operations at existing locations. Following are the details of our manpower:

Category Nos.

Top management 6

Managerial & Supervisory staff 62

Office staff 56

Skilled workers 65

Unskilled workers 435

Total 624

* Effluent Treatment and Disposal

Our Company does not generate any industrial effluents which is hazardous to the environment. The waste produced during the manufacturing operations is re-used or recycled.

* Environmental Clearance

We have got all the necessary approvals from the local authorities to operate our business.

* Our Strategy

Further research in process and product engineering to ensure the best manufacturing process for our products in order to enhance competitiveness in the markets is one of our goals. Research and development in electrical accessories and other allied products will better enable a competitive position in the market. Further enhancement of operations by improving the existing assets to yield better output and installation of new assets to enhance and attract new markets are also in the horizon.

* Capacity and capacity utilization

Particulars Projected

FY 2014-15 FY 2015-16

Wires & Cables

Installed Capacity 20 Lacs Bundles 20.00 Lacs Bundles

Capacity Utilization (in %) 80% 80%

Production 16.00 Lac Bundles 16.00 Lac Bundles

Electrical Accessories

Installed Capacity 380 Lac pieces 600 Lac pieces

Capacity Utilization(in %) 47.36% 54.17%

Production 180 Lac pieces 325 Lac pieces



Particulars Actual

FY 2014-15

Wires & Cables

Installed Capacity 14.08 Bundles

Capacity Utilization (in %) 81.88%

Production 13.36 Lac Bundles

Electrical Accessories

Installed Capacity 380 Lac pieces

Capacity Utilization(in %) 71.16%

Production 270.41 Lac pieces

* Insurance

Our Company has taken up a range of insurance policies including:

1. Fire policies for our units, buildings and offices, raw materials, work-in-progress and finished goods;

2. Marine policy for transit of raw materials and finished products in India and Marine Export policy;

3. Accidental & Health insurance facility for field staff;

4. Gratuity policy;

These insurance policies are reviewed annually to ensure that the coverage is adequate. All the policies are in existence and the premiums have been paid thereon.

Risks and Concerns:

1. Common Risks: Accidents in the work place, fires, tornadoes, and other natural disasters

2. Legal Risks: Fraud, Theft, etc

3. Uncertainties in financial markets

4. Failure in Projects

5. Credit Risks

6. Outstanding Debtors

7. Security and Storage of Data and Records

8. Competitors: Havells, Polycab, Wizard, Anchor, Bajaj Electricals

Internal Control System

* Company has formed the Risk Management Committee for the assessment and monitoring of the risks involved in the Company.

* Preparation and issue of financial reports to shareholders and the markets, including the Annual Report and consolidated financial statements, is overseen by the Audit Committee. The Company's financial reporting process is controlled using documented accounting policies and reporting formats, supplemented by detailed instructions and guidance on reporting requirements. The Company's processes support the integrity and quality of data, including appropriate segregation of duties. The financial information of the parent entity and all subsidiary entities, which form the basis for the preparation of the consolidated financial statements are subject to scrutiny by Group level senior management. The Company's financial reports, financial guidance, and Annual Report and consolidated financial statements are also reviewed by the Audit Committee of the Board in advance of being presented to the full Board for their review and approval;

* Detailed budgetary process which includes identifying risks and opportunities and which is ultimately approved at Board level;

* Board approved capital expenditure and Audit Committee approved treasury policies which clearly define authorization limits and procedures;

* An internal audit function which reviews key financial/business processes and controls, and which has full and unrestricted access to the Audit Committee;

* Established systems and procedures to identify control and report on key risks. Exposure to these risks is monitored by the Risk Management Committee; and

* A risk management programme in place throughout the Company whereby Risk Management executive reviews and monitors the controls in place, both financial and non financial, to manage the risks facing the business.

Awards and Recognition

Details of Subsidiaries/ Joint Venture/ Associate Companies

On 22nd November, 2014 Veto Electricals Private Limited becomes the Wholly Owned Subsidiary Company of the Company. Same has been disclosed in Annexure-I

A land is purchased by Veto Electricals Private Limited in Mahindra, SEZ. Company had already applied for letter of approval with the Development Commissioner SEZ, Noida. The case has already been approved by Unit Approval Committee (UAC) and company is planning to start construction work of building in Mahindra SEZ in Month of September, 2015 and expected to complete the Construction and erection of plant and machinery upto March, 2016. Hence commercial production will be start in the Month of April, 2016.

Performance and Financial position of Subsidiary Company

The details with respect to subsidiary Company as on March 31, 2015 have been discussed in Annexure II.

3. Human Resource Management

Employee Relations

VETO has over the years realized the importance of human capital and duly acknowledges it in its business operations. Your Company has managed to create "Lifers" at VETO- people who have been associated with your Company, many having started their earning life at VETO. It gives the much needed stability and satisfaction when we realize that our partners in success trust us to such an extent that they stand by us at all times.

Their experience, skills, knowledge, ideas and enthusiasm are an invaluable asset. We humbly acknowledge their contributions with competitive compensation and benefits that appropriately reward performance. Pay revisions and other benefits are designed in such a way to compensate good performance of the employees of the Company.

The talent pool of your Company has steadily evolved with changing times with fresh talent being infused to meet demanding situations. The Company has a scalable recruitment and human resource management process which enables us to attract and retain high caliber minds.

Inspired by its commitment to quality and core values of honesty and transparency, your Directors and employees look forward to the future with confidence and stand committed to creating an even brighter future for all stakeholders.

Managerial Remuneration

A) Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The Nomination and Remuneration Committee continuously reviews the performance of the Managing Director, Whole Time Director and Other Directors.

Remuneration paid to Directors

Name of Director Title Remuneration in Remuneration year 2014-2015 in Year 2013-2014

Mr. Akshay Kumar Managing 1225000 - Gurnani Director (appointed on 27/08/2014)

Mr. Dinesh Gurnani Whole-time 720000 696000 Director

Ms. Jyoti Gurnani Director - -



Name of Director %increase in Remuneration in comparison to last year

Mr. Akshay Kumar 100% Gurnani

Mr. Dinesh Gurnani 3.45%

Ms. Jyoti Gurnani



Remuneration paid to Independent Directors

(In Lacs)

Name of Director Remuneration Remuneration in year in Year 2013 2014-2015 2014

Mr. Murlidhar Kaurani 0.00 0.075

Mr. Mohan Sukhani 0.00 0.15

Mr. Govind Ram Thawani 0.00 0.20

Remuneration paid to Key Managerial Personnel

(In Lacs)

Name of Key Title Remuneration Remuneration anagerial in year in Year Personnel 2014-2015 2013-2014

Mr. Priavrat Sharma Group CFO 0.00 0.00

Ms. Chavi Rawat Company 60,000 (w.e.f - Secretary 14/11/2014) cum Compliance Officer

Mr. Anuj Khator Sr. Accounts 20,128 (w.e.f - Officer 11/03/2015)

*Mr. Priavrat Sharma, Group CFO draws his salary from its Holding Company Veto Electropowers (India) Private Limited.

The Median Remuneration of Employees excluding Managing Director and Whole-time Director is Rs.1,80,600. No employee received remuneration in excess of the highest paid Director.

* Median Remuneration is calculated by excluding the employees who leaves during the year and the unskilled employees.

Particulars of Employees

Your Directors confirmed that no employee fall under the particulars of Section 192 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

4. Corporate Governance

Corporate Governance Report

Corporate Governance refers to laws, regulations, and acceptable business practices that determine relationships between corporation owners and its managers, on one hand, and its investors, on the other hand. It was born and evolved in response to corporate failures, crises, and misdeeds. In many types of economies, corporate governance concentrates on at least four important factors: Ensuring disclosures of all relevant information to shareholders and creditors; including business risk analyses; Building a system of rules and voluntary practices that will guide the board of directors; Establishing independent audit committees composed of outside directors; Monitoring and controlling management. On the other hand, developing economies, like the Caribbean, focus on strengthening and improving the legal and regulatory systems that will help ensure better enforcement of contracts and protection of property rights.

Your Company is committed to achieving and maintaining high standards of Corporate Governance and places high emphasis on business ethics. Your Company has set up a Remuneration Committee under Annexure 1-D of SME Equity Listing Agreement, which was later reconstituted under the name 'Nomination and Remuneration Committee' pursuant to provisions of Section 174 of The Companies Act, 2013. The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement has been included in Annexure IV of this report

The Company has laid down a well-defined Code of Conduct, which fairly addresses the issues of integrity, conflict of interest and confidentiality and stresses the need of ethical conduct, which is the basis of good Governance. This code is applicable to all members of the Board and the Senior Management Personnel. The declaration regarding compliance with Veto Switchgears And Cables Limited-Code of Conduct and Ethics for all Board Members and Senior Management Personnel of the Company forms part of the Report on Corporate Governance.

Directors

A. Change in directors and KMP during the year

There were certain appointments in capacity of directors as managing director and independent director. The current Managing Director of the Company w.e.f. August 27, 2014 is Mr. Akshay Kumar Gurnani, s/o Mr. Vishnu Kumar Gurnani. In order to comply with the provisions of Section 149 (1) and Section 149(10), Ms. Jyoti Gurnani, D/o Mr. Vishnu Kumar Gurnani has been appointed as a women Director of the Company in the Last AGM. The detail has been given below:

Sr. Name Of Director Designation Date of No. Appointment

1 Mr. Dinesh Gurnani Whole-Time Director and 22/08/2012 CFO

2 Mr. Murali dhar Kaurani Non-executive 31/08/2012 Independent Director

3 Mr. Mohan Sukhani Non-executive 31/08/2012 Independent Director

4 Mr. Govind Ram Thawani Non-executive 31/08/2012 Independent Director

5 Ms. Jyoti Gurnani Director 27/08/2014

6 Mr. Akshay Kumar Gurnani Executive Managing 27/08/2014 Director and CEO



Sr. Name Of Director Date of No. Cessation

1 Mr. Dinesh Gurnani NA

2 Mr. Murali dhar Kaurani NA

3 Mr. Mohan Sukhani NA

4 Mr. Govind Ram Thawani NA

5 Ms. Jyoti Gurnani NA

6 Mr. Akshay Kumar Gurnani NA

Ms. Divya Singh, Company Secretary cum Compliance Officer of the Company had resigned on 14th November, 2014 in place of her Ms. Chavi Rawat was appointed as Company Secretary cum Compliance Officer of the Company.

B. Declaration by an Independent Director(s) and re-appointment, if any

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as per prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchange.

No. of meetings of the Board

Seven (7) Board meeting were held during the year 2014-2015 and the gap between two meetings did not exceed four months. The dates on which the Board Meeting was held are as follows:

Detail of Board Meetings held:

Sr. No. Date of Board Meeting

1 May 30, 2014

2 July 28, 2014

3 November 14, 2014

4 January 24, 2015

5 February 2,2015

6 February 10, 2015

7 March 30, 2015

Committees of Board

Name of Committee Composition of Committee

Audit Committee 1. Mr.Govind Ram Thawani Chairman

2. Mr. Mohan Sukhani

3. Mr. Dinesh Gurnani

Nomination and Remuneration 1. Mr.Govind Ram Thawani Committee Chairman

2. Mr. Murlidhar Kaurani

3. Mr. Mohan Sukhani

Shareholders'/lnvestors' 1. Mr.Govind Ram Thawani Grievance Committee Chairman

2. Mr. Dinesh Gurnani

3. Mr. Mohan Sukhani

Corporate Social 1. Mr.Govind Ram Thawani, Responsibility Committee Chairman

2. Mr. Mohan Sukhani

3. Mr. Dinesh Gurnani

Risk Management Policy 1. Mr. Dinesh Gurnani

2. Mr. Mohan Sukhani

3. Mr. Govind Ram Thawani

Internal Complaint Committee 1. Ms. Jyoti Gurnani, Officer

2. Mr. Priavrat Sharma, Member

3. Ms. Bharti Ajmera, Member

4. Mr. Anirudh Mathur, Member



Name of Committee Duties, Responsibilities and activities

Audit Committee Disclose under the heading Corporate Governance Report

Nomination and Remuneration Disclose under the heading Committee Corporate Governance Report

Shareholders'/lnvestors' Disclose under the heading Grievance Committee Corporate Governance Report

Corporate Social Disclose under the heading Responsibility Committee Corporate Governance Report

Risk Management Policy Disclose under the heading Corporate Governance Report

Internal Complaint Committee Presiding Discloses under the Director Report

Directors Responsibility Statement

Pursuant to the requirements under Section 134 (5) of the Companies Act, 2013 with respect to the

Directors' Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the annual accounts for financial year ended March 31, 2015, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year under review;

iii. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the Directors had prepared the annual accounts for financial year ended March 31, 2015 on a 'going concern' basis.

v. the Directors had laid down the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operate effectively.

vi. the Directors has devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Corporate Governance Certificate

The Company is promptly submitting a "half yearly Compliance Report on Corporate Governance" as per Clause 52 of the SME Listing Agreement with the Stock Exchanges.

Now as the Company is migrated on the Main Board of NSE the Company will submit the "quarterly Compliance Report on Corporate Governance" as per Clause 49 of the Listing Agreement.

The certificate from the Practicing Company secretary, Ms. Nisha Agarwal, C.P. No. 8584, confirming the compliance with the condition of Corporate Governance as stipulated under Clause 49 is reproduced in an Annexure IX in the report.

5. Auditors and Auditor's Report

- SGCO&Co., (Membership No. 44739) Chartered Accountants Statutory Auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment. It is proposed to re-appoint them as Statutory Auditors of the Company for the financial year 2015-16.

The Company has received a letter from Statutory Auditors to the effect that their re-appointment, if made would have be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualifies for reappointment within the meaning of Section 141 of the said Act.

Our comments on financial statements referred to in the Auditor's Reports under Section 145 of the Companies Act, 2013 are given below:

a) With regard to the Emphasis of Matter appearing in the Auditor's Report, your attention is drawn to the notes forming part of financial statements of the year which are self explanatory.

b) With respect to the comments of the Auditors in their report on the Consolidated Audit Report, our responses are given in the Notes to the Financial Statements, which is self-explanatory.

Cost Auditors

Pursuant to the provisions of Section 148 of The Companies Act, 2013 M/s Rajesh & Company, Cost Accountants, Jaipur were appointed as Cost Auditors of the Company for conducting cost audit for the financial year 2015-2016.

As per amendment on 31.12.14 in Companies (Cost Record & Audit) Rules, 2014 Central Govt notified exemption for applicability of cost audit on the Company covered in serial no 12 and 24 to 32. This is applicable from 1st April 2015. Our Company covered in serial no 32.

Secretarial Audit Report

The Board has appointed Ms. Nisha Agarwal Practicing Company Secretary, to conduct Secretarial Audit for the Financial Year 2014-15. The Secretarial Audit Report for the Financial Year ended March 31, 2015 is annexed herewith marked as Annexure VII to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Reservation and Qualification on Auditor Report

Basis for Qualified Opinion

1. During the year the Company has recognized insurance claim on account of fire amounting to Rs.1, 669.03 lacs which is still not approved by the Insurance Company. Since at present there is no certainty of collection, in our view recognition of the same is not in compliance with Accounting Standard (AS-9) relating to "Revenue Recognition". Had the same not been recognized the loss for the year would have been Rs. 693.47 lacs as against the reported "Profit for the year" of Rs. 975.56 la nd "otherr Current Assets" would have been lower by Rs. 1669.03 lacs and having a consequential impact on the Reserves and surplus. (Refer Note :40)

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph above, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March,2015, its profit and its cash flows for the year ended on that date.

Management Reply towards Qualification:

Company is regularly in touch with surveyor appointed by Insurance Company & Insurance Company itself. Insurance Company is already disposed off the Scrap material from our godown in auction of Rs. 2.00 Crores. Hence claim is receivable.

As per our information the surveyor has not submitted the final report to the Insurance Company. Hence we are not able to provide any final report for this purpose. However, Insurance Company also considers provision of this claim in their balance sheet.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future

There are no significant and material orders that are passed by the regulators or courts or tribunal impacting the going concern status and Company's operations in future.

Extract of Annual Return

The details with respect to extract of Annual Return have been discussed in Annexure VI.

Details in respect of adequacy of internal financial controls with reference' to the financial statements

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

6. Depository System

Our Company's Equity Shares are available in dematerialized form through The National Stock Exchange of India Limited (NSDL) and The Central Depository Services of India (India) Limited (CDSL). As per the Securities and Exchange Board of India (SEBI) Circular No. : Cir/ISD/3/2011 dated June 17, 2011 on "trading rules and shareholding in dematerialized mode", all Listed Companies have to achieve 100% of their promoters and promoter group's holding in dematerialized form latest by quarter ended September 2011. Accordingly, all shares post IPO, of the Company is held in demat form.

7. Report under the Prevention of Sexual Harassment Act

There were no complaints reported under the Prevention of Sexual harassment of Women at workplace (Prevention, Prohibition & Redressal) Act, 2013.

8. Conservation of energy, technology absorption and foreign earning and outgo

i. Environment, Health and Safety

VETO is committed to caring for people and the planet by integrating environmental and safety principles in all aspects of its business are it from procurement, material-use, manufacturing of sustainable products, creating awareness through marketing, and innovation/R&D for better products and processes. We constantly monitor and better our environmental and occupational health and safety performance through our internal risk management exercise. At the compliance level, your Company conforms to all applicable regulatory Environmental Health & Safety (EHS) requirements wherever it operates.

Our Company is sensitive to environmental and resource conservation and its manufacturing philosophies ensure safety of the worker and surroundings. Being in a non-polluting category of business, it has minimal impact on the environment but has a huge positive impact on the local community. RoHS or 'Restriction of Hazardous Substances' compliance in all its products like CFLs, cables, PCBs, etc. ensures safety across the product life cycle. Our Company strongly believes and promotes energy conservation not only through its products but also within the premises. Energy conservation measures have been adopted at all the plants.

Our Company follows best practices for health and safety. Employees and workers are regularly trained by industry experts on issues of occupational and industrial health & safety, first-aid and environment management. Healthy lifestyle and well-being are also promoted as a culture at VETO. Our Company also provides life insurance cover, personal accident cover and robust medical & health policies to all field staff against any unfortunate incident. VETO India strongly believes in maintaining a work-life balance and therefore follows strict in-and-out work-timings. This has gone a long way in maintaining a healthy, happy and motivated workforce.

ii. Research & Development

To develop our product pipeline, we commit substantial time, efforts, funds and other resources for R&D. Our processes and products currently under development, if and when fully developed and tested, may not perform as we expect and we may not be able to successfully and profitably produce and utilize such products or processes. Therefore, our investments in R&D and new product launches could result in higher costs without a proportionate increase in revenues.

iii. Detail of Foreign Exchange Earnings and Outgo.

In this financial year Company exported electrical accessories and goods amounting USD 1231247.62 and imported electrical accessories amounting USD 480185.10. Hence net foreign exchange inflow is USD 751062.52.

9. Credit Rating

Our Company has been assigned long-term rating of BBB (pronounced ICRA triple B plus) by ICRA Limited.

Acknowledgement

We thank our customers, vendors, investors and bankers for their intense support throughout the year. We place on record our appreciation of the contribution made by our employees at all levels. We thank the Government of India, particularly the Ministry of Commerce, Ministry of Finance, Ministry of Corporate Affairs, the Custom and Excise Departments, Income Tax Department, the Reserve Bank of India, the State Governments and other government agencies for their support, and look forward to their continued support in the future.

Date: 23/07/2015 for and on behalf of the Board Place: Jaipur

Akshay Kumar Gurnani Dinesh Gurnani Director Director (06888193) (00218635)

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Mar 31, 2014

Dear Shareowners,

The period under review was challenging yet full of opportunities as there was unstability in macro economic environment. In spite of all odds, our Company recorded significant growth and robust performance at all levels. The growth oriented performance is grossly attributable to Company''s customer-centric approach and its ability to innovate customer specific solutions, focus on pricing and aggressive marketing strategy, disciplined project executions, focused management approach, prudent financial and human resources management and ensuring better control over cost.

Your Director''s have great pleasure in presenting you the 7th Annual Report of the Company together with the Audited Accounts for the financial period from April 1,2013 to March 31,2014.

1. Financial Results [Rs. in Lacs]

Particulars Consolidated Standalone 2013- 2012- 2013- 2012- 2014 2013 2014 2013

Income from 9447.72 7413.99 9447.72 7413.99 operation

Profit before Interest/ 1168.34 1113.48 1168.53 1113.37 Depreciation/Tax CPBDIT)_

Less: Interest & 204.73 245.17 204.73 245.17 Financial Charges

Less: Depreciation 120.13 106.48 120.13 106.48

Profit Before Tax 843.48 761.83 843.67 761.72 CPBT)

Less: Provision for 234.66 174.09 234.66 174.09 Taxation

-Current - -

-Deferred - -

Profit after Taxation 608.82 587.74 609.01 587.63 (PAT)

Balance Carried 608.82 587.74 609.01 587.63 Forward

Consolidated Financial Results for the year ending 2013 and 2014 :-

During the year under review on consolidated basis our Company earned an income of Rs. 843.48 Lacs against Rs. 761.83 Lacs in the previous year. The Company earned profit after tax of Rs.608.82 Lacs as compare to Rs. 587.74 Lacs in the previous year. The Company had Income from operation of Rs. 9447.72 Lacs as compared to Rs. 7413.99 Lacs in previous year. The Profit before Interest/ Depreciation / Tax (PBIT) was Rs. 1168.34 Lacs as compared to Rs. 1113.48 Lacs in previous year.

Standalone Financial Results for the year ending 2013and2014:-

During the year under review on standalone basis our Company earned an income of Rs. 843.67 Lacs against Rs. 761.72 Lacs in the previous year. The Company earned profit after tax of Rs. 609.01 Lacs as compare to Rs. 587.63 Lacs in the previous year. The Company had Income from operation of Rs. 9447.72 Lacs as compared to Rs. 7413.99 Lacs in previous year. The Profit before Interest/Depreciation/Tax [PBIT] was Rs. 1168.53 Lacs as compared to Rs. 1113.3 7 Lacs in previous year. Keeping pace with growth trajectory and its efforts to improve efficiency, productivity and profitability the management seeks the trust of shareholders in future growth of the Company and enhancement of shareholders wealth.

2. Dividend

The Board of Directors has decided not to recommend any dividend for the year ended on 31st March, 2014.

3. Business Operations

Our Company is an ISO 9001:2008 certified company, engaged in the manufacture and sale of wires & cables and electrical accessories in India. The product portfolio ranges from industrial cables, stand cables to telephone & co-axial wires, from general switches to modular switches, from ceiling fans to rechargeable fans, compact fluorescent lamps, LED bulbs and other electrical accessories. Our Company supply these products under the brands "VETO" and "VIMAL POWER" through large network of dealers to the customers in India as well as selected customers abroad.

i. Raw Material

Our Company''s present and proposed consumption of Raw material is as under:

(Qty.inkg) Product Existing Proposed category

Copper 500617 600740.40

PVC Resin 493095 591714.00

Aluminium 62027 74432.40

ii. Infrastructure facilities - Power

Presently, we have 400 KVA of power supply sanctioned by Uttarakhand Power Corporation Limited, of which we utilize approximately 325 KVA of power for our present business operations. In addition, to avoid any disruption in the power supply our Company has already installed a DG set of 250 KVA capacity. Therefore, we envisage that our further requirement of power for our proposed modernization at our Hardwar facility can be easily met from the present supplies.

- Fuel

Our Company mainly requires HSD for operating the DG sets. The present monthly consumption of HSD is about 1000 litres. The HSD is being supplied by retail outlets of IOC,HPCLandBPCL.

- Water

Water is basically required for drinking and other domestic purpose. Our present requirement at our Haridwar unit is about 5000 litres per day. Our entire water requirement is met from our own borewell. The water supply is regular and sufficient to meet entire requirements. The proposed modernization at our Haridwar facility will require additional 2000 litres of water per day. There is no difficulty in obtaining this because of the presence of a number of borewell and the water level in the area being high due to proximity to nearby canal and a river, Ganga.

- Manpower

Our Company has adequate manpower at all levels at present and does not envisage any difficulty in getting the requisite personnel for our business operations at existing locations. Following are the details of our manpower:

Category Nos.

Top management 6

Managerial & Supervisory staff 60

Office staff 55

Skilled workers 60

Unskilled workers 340

Total 521

- Effluent Treatment and Disposal

Our Company does not generate any industrial effluents which is hazardous to the environment. The waste produced during the manufacturing operations is re- used or recycled.

- Environmental Clearance

We have got all the necessary approvals from the local authorities to operate our business.

- Our Strategy

Further research in process and product engineering to ensure the best manufacturing process for our products in order to enhance competitiveness in the markets is one of our goals. Research and development in electrical accessories and other allied products will better enable a competitive position in the market. Further enhancement of operations by improving the existing assets to yield better output and installation of new assets to enhance and attract new markets are also in the horizon.

- Capacity and capacity utilization

Particulars Projected Actual FY 2013- FY 2014- FY 2013- 2014 2015 2014

Wires & Cables

Installed Capacity 14.08 14.08Bun 14.08 Bundles dies Bundles

Capacity 42.61% 42.61% 39.13% Utilization (in %)

Production 6.00 Lac 6.00 Lac 5.51 Lac Bundles Bundles Bundles

Electrical Accessories

Installed Capacity 380 Lac 380 Lac 380 Lac pieces pieces pieces

Capacity 36.84% 47.36% 38.64% Utilization (in %)

Production 140 Lac 180 Lac 146.83 pieces pieces Lac pieces

- Insurance

Our Company has taken up a range of insurance policies including:

1. Fire policies for our units, buildings and offices, raw materials, work-in-progress and finished goods;

2. Marine policy for transit of raw materials and finished products in India and Marine Export policy;

3. Accidental & Health insurance facility for field staff;

4. Gratuity policy;

These insurance policies are reviewed annually to ensure that the coverage is adequate. All the policies are in existence and the premiums have been paid thereon.

4. IPO proceeds and Deployment of funds

Our Company has successfully come up with an IPO on December 13,2012 and listed on EMERGE in NSE. The issue size was Rs. 25,00,50,000/- (Twenty Five Crores Fifty Thousand only] consisting of 50,01,000 (Fifty Lakh One Thousand only) Equity Shares offered at Rs. 50/- (Face value of shares Rs. 10/- per share and premium of Rs. 40/- per share). The issue open and close date were December 3, 2012 and December 5,2012 respectively. The detail of proceeds of IPO is as under:

SI. Particulars Amount No. (Rs. in Lacs)

A Proceeds of Issue 2500.50

B Internal Accruals 49.50

As per RHP, the Proceeds of Issue were Rs. 2500 Lacs and Internal Accruals were Rs. 50 Lacs. However, due to lot size of 3000 Equity shares, IPO proceeds came to Rs. 2500.50 Lacs and therefore internal accruals get reduced by Rs. 0.50 Lacs.

The project covers Modernisation of existing facility at Haridwar amounting Rs. 470 Lacs, Working capital requirement amounting Rs. 1580 Lacs, Enhancement of our Company''s brand through advertising and other Brand Building activities amounting Rs. 200 Lacs, General Corporate purposes amounting Rs. 100 Lacs and to meet the issue expenses amounting Rs. 200 Lacs.

SI. Particulars Amount No. (Rs. in Lacs)

1 Modernisation of existing 470.00 facility at Haridwar

2 Working capital requirement 1580.00

3 Enhancement of our Company''s 200.00 brand through advertising and other Brand Building activities

4 General Corporate purposes 100.00

5 To meet the issue expenses 200.00

Total 2550.00

As required under clause 52 (IV) (D) of SME Equity Listing Agreement, the utilization of IPO proceeds are being reported on half-yearly basis published by the Company after the same is reviewed by the Audit Committee.

The detailed description with respect to deployment of funds and explanation as per Clause 45 (c) ofSME Listing Agreement is given hereunder:

1. Status of implementation of project/ commencement of commercial production

(i) As disclosed in the offer document

Sr. Activity Date/Month of Date/Month No Commencement of Completion

1 Land Completed

2 Factory building & October 2012 January 2013 civil work (modernization)

3 Dies October 2012 June 2013

4 Plant & Machinery & October 2012 December other service utilities 2012

(ii) Actual Implementation AUGUST 2013 TO MARCH 2014 (iii) Reasons for delay in implementation, if any DELAY IN

ARCHITECTURAL PLAN

2. Status of utilization of issue proceeds (i) As disclosed in the offer document -

The total cost of the project is estimated at Rs. 2550.00 lacs brief details of which are as follows:

(Rs. in Lacs) Sr. Details Amount No

1 Modernisation of existing facility at Haridwar, Uttarakhand 470.00

2 Incremental long-term working capital requirement 1,580.00

3 Enhancement of our Company''s brand through advertising and other brand building activities 200.00

4 General Corporate Purposes 100 Q0

To meet the Issue expenses 200.00

Total Project Cost 2,550.00

Means of Finance

Particulars Amount Amount (In lacs) (In lacs)

Proceeds of the Issue 2,500.50

Internal accruals 49.50

Total means of finance 2,550.00

(ii) Actual Utilisation - (Rs. in lacs)

Sr. Particulars Total Actual Cost no. of entire project

1 Modernisation of existing facility 365.34 470.00 at Haridwar, Uttarakhand._

2 Incremental long-term working 1580.00 1580.00 capital requirement

3 Enhancement of our Company''s 60.51 200.00 brand through advertising and other brand building activities_

4 General Corporate Purposes 100.00 100.00

5 To meet the Issue expenses 200.00 200.00

TOTAL 2305.85 2550.00

The details of amount utilized out of the IPO proceeds in the project upto March 31,2014 is as stated below:

(Rs. in lacs) Particulars Amount utilized till March 31, 2014

Proceeds from IPO 2500.50

Less:_

Issue related expenses 200.00

Utilised towards objects of issue 2105.85

Pending utilization towards objects of issue* 194.65

The pending amount of Rs. 194.65 Lacs for utilization towards object of issue is kept in form of FDR with Indian Overseas Bank, Jaipur.

(iii) Reasons for deviation, if any NIL

The utilization under modernization of Building & other civil work was amounting Rs. 100.00 Lacs. This utilization was supposed to be completed till January 2013, but it could not be started on time due to delay in finalization of architectural plans of elevation of factory building till April 2013 and then arrival of monsoon has hampered the modernization as per scheduled plan. Since the production is not at all affected due to the mentioned delay, the Company has decided to work on this plan from the month of September 2013 that is after the end of monsoon.

5. Depository System

Our Company''s Equity Shares are available in dematerialized form through The National Stock Exchange of India Limited (NSDL) and The Central Depository Services of India (India) Limited (CDSL). As per the Securities and Exchange Board of India (SEBI) Circular No.: Cir/ISD/3/2011 dated June 17, 2011 on "trading rules and shareholding in dematerialized mode", all Listed Companies have to achieve 100% of their promoters and promoter group''s holding in dematerialized form latest by quarter ended September 2011. Accordingly, all shares post IPO, of the Company are held in demat form.

6. Awards and Recognition

Our Company''s Group CFO Mr. P V Sharma has been awarded ''Super Quality Crown of Industrial Excellence Award'' by All India Economy Survey Award Council on August 25,2013 in New Delhi.

Mr. Vishnu Kumar Gurnani, former Managing Director of the Company has been awarded ''Indira Gandhi Sewa Chakra Award'' by All India Economy Survey Award Council'' on August 25, 2013 in New Delhi.

7. Change in directorship during the year

There were certain proposed appointments in capacity of directors as managing director and independent director. The current Managing Director of the Company has also resigned from the Company w.e.f. May 19,2014. In place of Mr. Vishnu Kumar Gurnani, the Board of Directors has proposed the name of Mr. Akshay Kumar Gurnani, s/o Mr. Vishnu Kumar Gurnani. The appointment shall subject to approval of shareholders in the Annual General Meeting. In order to comply with the provisions of Section 149 (10) and Section 149(1), the Independent directors of the Company shall required to be appointed on the Board for a term of five consecutive years by passing a special resolution and name of Ms. Jyoti Gurnani, D/o Mr. Vishnu Kumar Gurnani has been proposed for directorship of the Company. The detail has been given below:

Sr. Name Of Designation Date of Date of No. Director Appointment Cessation

1 Mr. Vishnu Kumar Executive 01/05/2012 19/05/2014 Gurnani Managing Director

2 Mr. Murali dhar Non-executive 31/08/2012 NA Kaurani Independent Director

3 Mr. Mohan Non-executive 31/08/2012 NA Sukhani Independent Director

4 Mr. Govind Ram Non-executive 31/08/2012 NA Thavani Independent Director

5 Mr. Jyoti Gurnani Director Proposed NA Subject to approval by shareholders]

6 Mr. Akshay Kumar Executive Proposed NA Gurnani Managing (Subject to Director approval by shareholders]

8. Auditors and Auditor''s Report

M/s Singordia Goyal & Co., (Membership No. 44739) Chartered Accountants Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. It is proposed to re-appoint them as Statutory Auditors of the Company for the financial year 2014-15.

The Company has received a letter from Statutory Auditors to the effect that their re- appointment, if made would have be within the prescribed limits under Section 139 of the Companies Act, 2013 and that they are not disqualifies for reappointment within the meaning of Section 141 of the said Act.

Our comments on financial statements

reffered to in the Auditor''s Reports under Section 145 of the Companies Act, 2013 are given below:

a) With regard to the Emphasis of Matter appearing in the Auditor''s Report, your attention is drawn to the notes forming part of financial statements of the year which are self explanatory.

b) With respect to the comments of the Auditors in their report on the Consolidated Audit Report, our responses are given in the Notes to the Financial Statements, which is self-explanatory.

9. CostAudit

Pursuantto the provisions of Section 148 of The Companies Act, 2013 M/s Rajesh & Company, Cost Accountants, Jaipur were appointed as Cost Auditors of the Company for conducting costauditfor the financial year 2014-2015.

10. Subsidiary Company

Veto Electricals Private Limited is the only subsidiary Company during the year under review.

The details with respect to subsidiary Company as on March 31,2014 has been discussed in Annexure I.

11. Accident

Post to end of Financial Year 2013-14, on May 19, 2014 at 5:00 P.M., one of our senior officer got a call from godown situated at E-2, Malviya Nagar Industrial Area, Jaipur informing about a severe fire accident. All our senior officials reached the venue immediately. The fire brigade and police control room were already informed, the moment as fire was noticed.

It was believed and later confirmed that the accident took place due to short circuit in wire at first floor of godown. The total loss caused by fire was Rs. 18 Crores. However, the godown was fully insured by Rs. 27 Crores from United India Insurance Limited.

Due to the vigilant approach of our senior staff at godown, there were no casualties.

12. Deposits

The Company has not accepted any deposits from the public.

13. Investments

Our Company has total fixed deposit of Rs. 7.61 Crores including accrued interest with Indian

Overseas Bank, M.I. road branch, Jaipur.

14. Information under section 217 (1) (e) of the Companies Act, 1956

Information under section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are:

i. Environment, Health and Safety

VETO is committed to caring for people and the planet by integrating environmental and safety principles in all aspects of its business be it from procurement, material-use, manufacturing of sustainable products, creating awareness through marketing, and innovation/R&D for better products and processes. We constantly monitor and better our environmental and occupational health and safety performance through our internal risk management exercise. At the compliance level, your Company conforms to all applicable regulatory Environmental Health & Safety (EHS) requirements wherever it operates.

Our Company is sensitive to environmental and resource conservation and its manufacturing philosophies ensure safety of the worker and surroundings. Being in a non-polluting category of business, it has minimal impact on the environment but has a huge positive impact on the local community. RoHS or ''Restriction of Hazardous Substances'' compliance in all its products like CFLs, cables, PCBs, etc. ensures safety across the product life cycle. Our Company strongly believes and promotes energy conservation not only through its products but also within the premises. Energy conservation measures have been adopted at all the plants.

Our Company follows best practices for health and safety. Employees and workers are regularly trained by industry experts on issues of occupational and industrial health & safety, first-aid and environment management. Healthy lifestyle and well-being are also promoted as a culture at VETO. Our Company also provides life insurance cover, personal accident cover and robust medical & health policies to all field staff against any unfortunate incident. VETO India

strongly believes in maintaining a work-life balance and therefore follows strict in-and-out work- timings. This has gone a long way in maintaining a healthy, happy and motivated workforce.

ii. Research & Development

To develop our product pipeline, we commit substantial time, efforts, funds and other resources for R&D. Our processes and products currently under development, if and when fully developed and tested, may not perform as we expect and we may not be able to successfully and profitably produce and utilize such products or processes. Therefore, our investments in R&D and new product launches could result in higher costs without a proportionate increase in revenues.

iii. Detail of Foreign Exchange Earnings and Outgo. In this financial year Company exported electrical accessories and goods amounting USD 762378.60 and imported electrical accessories amounting USD 263736.73. Hence net foreign exchange inflowis USD 498641.87.

iv. Employee Relations

VETO has over the years realized the importance of human capital and duly acknowledges it in its business operations. Your Company has managed to create "Lifers" at VETO- people who have been associated with your Company, many having started their earning life at VETO. It gives the much needed stability and satisfaction when we realize that our partners in success trust us to such an extent that they stand by us at all times.

Their experience, skills, knowledge, ideas and enthusiasm are an invaluable asset. We humbly acknowledge their contributions with competitive compensation and benefits that appropriately reward performance. Pay revisions and other benefits are designed in such a way to compensate good performance of the employees of the Company.

The talent pool of your Company has steadily evolved with changing times with fresh talent being infused to meet demanding situations. The Company has scalable recruitment and human resource management process which enables us to ] attract and retain high caliber minds. Inspired by its commitment to quality and core values of honesty and transparency, your Directors and employees look forward to the future with confidence and stand committed to creating an even brighter future for all stakeholders.

15. Particulars of Employees under Section 217 (2A)

The particulars of Section 217 (2A), which was introduced by the Companies (Amendment) Act, 2000 your Director''s confirm that there were no employees who would fall under this category.

16. Credit Rating

Our Company has been assigned long-term rating of BBB (pronounced ICRA triple B plus) by ICRA Limited.

II. Corporate Governance Report

Corporate Governance refers to laws, regulations, and acceptable business practices that determine relationships between corporation owners and its managers, on one hand, and its investors, on the other hand. It was born and evolved in response to corporate failures, crises, and misdeeds. In many types of economies, corporate governance concentrates on at least four important factors: Ensuring disclosures of all relevant information to shareholders and creditors; including business risk analyses; Building a system of rules and voluntary practices that will guide the board of directors; Establishing independent audit committees composed of outside directors; Monitoring and controlling management. On the other hand, developing economies, like the Caribbean, focus on strengthening and improving the legal and regulatory systems that will help ensure better enforcement of contracts and protection of property rights.

Your Company is committed to achieving and maintaining high standards of Corporate Governance and places high emphasis on business ethics. Your Company has set up a Remuneration Committee under Annexure 1-D of SME Equity Listing Agreement, which was later reconstituted under the name ''Nomination and Remuneration Committee'' pursuant to provisions of Section 174 of The Companies Act, 2013. The report on Corporate Governance as stipulated under Clause 52 of the SME Equity Listing Agreement has been included in Annexure II of this report.

The Company has laid down a well-defined Code of Conduct, which fairly addresses the issues of integrity, conflict of interest and confidentiality and stresses the need of ethical conduct, which is the basis of good Governance. This code is applicable to all members of the Board and the Senior Management Personnel. The declaration regarding compliance with Veto Switchgears And Cables Limited-Code of Conduct and Ethics for all Board Members and Senior Management Personnel of the Company forms part of the Report on Corporate Governance.

The Company is promptly submitting a "Half- yearly Compliance Report on Corporate Governance" as per Clause 52 of the Listing Agreement with the Stock Exchanges.

The certificate from the Practising Company secretary, Ms. Nisha Agarwal, C.P. No. 8584, confirming the compliance with the condition of Corporate Governance as stipulated under Clause 52 is reproduced in a separate section elsewhere in the report.

IV. Director''s Responsibility Statement

Pursuant to the requirements under Section

217(2AA) of the Companies Act, 1956 with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the annual accounts

for financial year ended March 31, 2014, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

ii. the Directors had selected such accounting

policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,

2014 and of the profit of the Company for the year under review;

hi. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud & other irregularities; and

iv. the Directors had prepared the annual accounts for financial year ended March 31, 2014 on a ''going concern'' basis.

Annexure I

Subsidiary Company

1. Veto Electricals Private Limited

Veto Electricals Private Limited ("VEPL") was incorporated on March 24,2008 vide Certificate of Incorporation issued by the Registrar of Companies, Rajasthan, at Jaipur. The CIN of VEPL is U31300RJ2008PTC12189.

The main objects of VEPL are to carry on in India or elsewhere all or any of the business of general merchants, manufacturers, buyers, seller, importers, exporters, traders, procurers, retailers, distributors, franchises and collaborators in all kinds and every description of wires, cables, electrical fans and accessories, PVC wires, copper conductors, aluminium conductors or other conductors made of any of the substance, electrical lamps including vacuum and gas filled lamps, general lighting lamps, luminaries and accessories etc. and other appliances, cables, wire lines and all types of machinery, plant or apparatus and things required for or capable of being used in connection with the manufacture of the above and business related commercial activities and services, merchandise, electrical and electronic goods at outright commission basis or through departmental stores, super markets, chain stores of electrical and electronic items.

Registered Office

The registered office of VEPL is located at 230, Sindhi Colony, Raja Park, Jaipur, Rajashtan 302 004 India.

Capital Structure and Shareholding Pattern

The authorized share capital of VEPL is '' 1,000,000 divided into 100,000 equity shares of'' 10/- each. The issued, subscribed and paid- up share capital is N 1,000,000 divided into 100,000 equity shares of Rs. 10/- each.

The shareholding of Veto Switchgears And Cables Limited is of 90% i.e. 90,000 equity shares.

Disclosure as per the provisions of Section 212 of Companies Act, 1956.

For the year ended March 31,2 014.

Particulars As on March As on March 31, 2014 31, 2013

Capital 10,00,000 10,00,000

Reserves O O

Total Assets 18013146 18012800

Total Liabilities 17013146 17012800

Investments O O

Turnover/Total Income 3 O

Profit/f Loss! before Tax O O

Provision for Tax O O

Profit/Loss after tax O O

Proposed Dividend O O

For and on behalf of the Board

Mohan Das Gurnani Dinesh Gurnani

Director Director

01831741 00218635

Date : 04.08.2014

Place: Mumbai.