Dear Members, 

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

FINANCIAL HIGHLIGHTS 

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

  

    

    
Consolidated
    
Standalone
  
  

    
Particulars
    

    

    

    

  
  

    

    
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) 
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 31st 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 31st March 2025. The proposed
Dividend, subject to approval of Shareholders in the ensuing 18th 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 23rd September 2025,
Tuesday to 29th 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 31st 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 31st 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. 

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
  
  

    

    

    
FY 2024-25
    
FY 2025-26
    
FY 2024-25
  
  

    
Wires & Cables
    

    

    

    

  
  

    
Installed Capacity
    

    
20.00 Lacs
    
20.00 Lacs Bundles
    
20.00 Lacs Bundles
  
  

    

    

    
Bundles
    

    

  
  

    
Capacity Utilization
    
(in
    
48%
    
48.00%
    
18.10%
  
  

    
%)
    

    

    

    

  
  

    
Production
    

    
9.60 Lac Bundles
    
9.60 Lac Bundles
    
3.62 Lac Bundles
  
  

    
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, JOINT VENTURE AND ASSOCIATE COMPANIES 

As on 31st 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
  
  

    

    

    
/ CEO
    

  
  

    
2.
    
Mr. Narain Das Gurnani
    
Whole Time Director
    
4.08
  
  

    

    

    
/ CFO
    

  
  

    
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. 

  

    

    

    

    
Date of
  
  

    
S. No.
    
Name of the Directors / KMP
    
Designation
    

  
  

    

    

    

    
Appointment
  
  

    

    

    
Executive Managing Director
    

  
  

    
1.
    
Mr. Akshay Kumar Gurnani
    

    
27/08/2014
  
  

    

    

    
and CEO
    

  
  

    

    

    
Whole-Time Director and
    

  
  

    
2.
    
Mr. Narain Das Gurnani
    

    
24/05/2016
  
  

    

    

    
CFO
    

  
  

    
3.
    
Mrs. Jyoti Gurnani
    
Woman Director
    
27/08/2014
  
  

    

    

    
Non-Executive Independent
    

  
  

    
4.
    
Mr. Sanjeev Kumar Dass
    

    
01/09/2022
  
  

    

    

    
Director
    

  
  

    

    

    
Non-Executive Independent
    

  
  

    
5.
    
Dr. Kanwarjeet Singh
    

    
06/05/ 2017
  
  

    

    

    
Director
    

  
  

    

    

    
Non-Executive Independent
    

  
  

    
6.
    
Mr. Hari Krishan Motwani
    

    
28/09/2019
  
  

    

    

    
Director
    

  
  

    

    

    
Company Secretary cum
    

  
  

    
7.
    
Mrs. Kritika Todwal
    

    
01/02/2024
  
  

    

    

    
Compliance Officer
    

  


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, IT'S 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.
    
13th August, 2024
  
  

    
6.
    
03rd September, 2024
  
  

    
7.
    
20th 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 13th
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 28th September, 2024. 
FORMAL ANNUAL EVALUATION 

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 31st 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 31st 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. 31st 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
subjected to shareholder's approval appointed SGCO & CO LLP (Firm Registration
No. 112081W) for a term of 5 (five) consecutive years at the 17th Annual
General Meeting held on 28th 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 31st
March, 2026. The due date for filing the Cost Audit Report of the Company for the
financial year ended 31st 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 31st
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. 

CODE OF CONDUCT 

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 30th 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. 

REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT 

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://yourpowerpro.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 biodegradable
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 31st March,
2025. 

KEY FINANCIAL RATIOS: 


  

    
Ratio
    
FY 2024-25
    
FY 2023-24
    
Change
    

    
Remarks
  
  

    
Current Ratio
    
4.97
    
6.51
    
(23.65)
    
NA
    

  
  

    
(times)
    

    

    

    

    

  
  

    
Debt- Equity Ratio
    
0.06
    
0.05
    
17.89
    
NA
    

  
  

    
(times)
    

    

    

    

    

  
  

    
Debt Service
    
0.99
    
2.77
    
(64.20)
    
The ratio impacted due
  
  

    
Coverage Ratio
    

    

    

    
to reduction in earning
  
  

    

    

    

    

    
and
    
increase in debt
  
  

    

    

    

    

    
fund during the year
  
  

    
Return on Equity
    
0.09
    
0.14
    
(36.39)
    
The ratio impacted due
  
  

    
(ROE)
    

    

    

    
to decrease
    
in
    
net
  
  

    

    

    

    

    
profit during the year.
  
  

    
Inventory turnover
    
3.08
    
3.05
    
1.06
    
NA
    

    

  
  

    
ratio
    

    

    

    

    

    

  
  

    
Trade Receivables
    
2.25
    
2.35
    
(4.20)
    
NA
    

    

  
  

    
Turnover Ratio
    

    

    

    

    

    

  
  

    
Trade Payable
    
12.34
    
13.98
    
(11.76)
    
NA
    

    

  
  

    
Turnover Ratio
    

    

    

    

    

    

  
  

    
Net Capital
    
1.50
    
1.38
    
8.72
    
NA
    

    

  
  

    
Turnover Ratio
    

    

    

    

    

    

  
  

    
Net Profit Ratio
    
0.10
    
0.15
    
(31.69)
    
The ratio impacted due
  
  

    

    

    

    

    
to decrease
    
in
    
net
  
  

    

    

    

    

    
profit during the year.
  
  

    
Return on Capital
    
0.11
    
0.17
    
(37.82)
    
The ratio impacted due
  
  

    
Employed (ROCE)
    

    

    

    
to decrease
    
in
    
net
  
  

    

    

    

    

    
profit during the year.
  
  

    
Return on
    
0.00
    
0.50
    
(99.48)
    
The ratio has impacted
  
  

    
Investment (ROI)
    

    

    

    
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 31st 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 31st, 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. 

Annexure I 
Subsidiary Companies Brief 
1. VETO ELECTRICALS PRIVATE LIMITED 

Veto Electricals Private Limited ("VEPL") having CIN
U31300RJ2008PTC026189 was incorporated on March 24th, 2008 vide Certificate of
Incorporation issued by the Registrar of Companies, Rajasthan, at Jaipur. 
On November 22nd 2014 Veto Electricals Private Limited
became the Wholly Owned Subsidiary Company of the Company. 
On May 29th, 2017 Veto Electricals Private Limited
inaugurated its manufacturing plant (100% Export Unit) at Mahindra SEZ, Jaipur and started
its commercial Production on July 1st 2017. 
The main object of VEPL is to carry in India or elsewhere all 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, aluminum 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 the Company is located at 4th
Floor, Plot No. 10, Days Hotel, Airport Plaza Scheme, Behind Hotel Radisson Blu,
Durgapura, Tonk Road, Jaipur 302018 (RJ) India. 

Capital Structure and Shareholding Pattern 

The authorized share capital of VEPL is Rs. 9,00,00,000/- divided into
90,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paid- up share
capital is Rs. 9,00,00,000/- divided into 90,00,000 equity shares of Rs. 10/- each. 
The shareholding of Veto Switchgears And Cables Limited is of 100%. 

Board Composition 

? Mr. Akshay Kumar Gurnani (DIN: 06888193) ? Mr. Govind Ram Thawani
(DIN: 06367093) ? Mr. Jitendra Kumar (DIN: 07012517) 

2. VETO LED LIGHTINGS PRIVATE LIMITED 

Veto LED Lightings Private Limited ("VLLPL") having CIN
U31100MH2019PTC332744 was incorporated on November 8th, 2019 vide Certificate
of Incorporation issued by the Registrar of Companies, Maharashtra at Mumbai. It is Wholly
Owned Subsidiary Company of Veto Switchgears and Cables Limited. 
The main object of the Company is to carry in India or elsewhere all
any of the business as manufacturers, importers, exporters, retailers, assemblers,
distributors, stockiest, traders, dealers, wholesalers, brokers, manufacturer's
representatives, selling agents, purchasing agents, commission agents, dealers in
electrical fittings and accessories, PVC wires, cables of all types and kinds, copper in
all forms, PVC resin, DOP, plasticizers, chemicals, PVC compounds, Fillers, CP, copper
conductors, Aluminum conductors or other conductors made of any matter of substance,
electrical lamps including vacuum and gas filled lamps, general lighting lamps, Luminaries
and accessories, MCB, CFL, Fans, Fittings etc. and other appliances, cables, wires 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. 

Registered Office 

The registered office of the Company is located at 506, 5th
Floor, Plot No. B-9, Landmark Building, New Link Road, Andheri (West) Mumbai-400058
(Maharashtra) India. 

Corporate office 

The Corporate office of the Company is located at 4th Floor,
Plot No. 10, Days Hotel, Airport Plaza Scheme, Behind Hotel Radisson Blu, Durgapura, Tonk
Road, Jaipur 302018 (RJ) India. 

Capital Structure and Shareholding Pattern 

The authorized share capital of VLLPL is Rs. 9,00,00,000/- divided into
90,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paid- up share
capital is Rs.9,00,00,000/- divided into 90,00,000 equity shares of Rs. 10/- each. The
shareholding of Veto Switchgears And Cables Limited is of 100%. 

Board Composition 

? Mr. Narain Das Gurnani (DIN: 01970599) ? Mr. Akshay Kumar Gurnani
(DIN: 06888193) 

3. VANKON MODULAR PRIVATE LIMITED 

Vankon Modular Private Limited (VMPL) having CIN U31900MH2015PTC264579
was incorporated on May 18th, 2015 vide Certificate of Incorporation issued by
the Registrar of Companies, Maharashtra at Mumbai. 
The main object of the Company is to carry in India or elsewhere all
any of the business as manufacturers, Produce, Trading, Buy, Sell, Import, Export, Stock,
Deal in machine tools, Grinding Machines, Automatic latches, Drilling Machine, Planning
machines plan Grinders, Machineries of every description, Precision tools, Cutting and
small tolls, electrical motors, electrical equipments, cables, wires, switchgears, flame
and drip proof motors, distribute, import, export, sale, purchase or otherwise deal in all
type of electricals & electronics items, wiring, modular accessories, lighting &
luminaries, house hold appliances, electrical fans regulators of all types, electric
kilovolt hour maters magnets, industrial jewels, maters, voltmeters and other type of
measuring instruments, electrical/non electrical die casting, screws, nuts, and bolts,
transformers of all, circuit breakers, electronic instruments, conductors, materials,
transistors and allied items, sewing machines, watches and clocks, tape recorders,
household appliances and component parts thereof, engineering goods, lined equipments,
pipes & fittings, hoists, elevators, gears, trolleys and coaches, winches, air
compressors, welders, refrigerators, domestics washing machines, television and radio
receivers and transmitters, micro ware components, radar equipments, valves, reactors. 

Registered Office 

The registered office of the Company is located at S.NO.72 & 74,
Gala No. 4 & 5, Gr. Flr, Plot No. 22, Meghdoot Signature, Vasai Road - East Thane
Maharashtra-401208 India. 

Corporate office 

The Corporate office of the Company is located at 4th Floor,
Plot No. 10, Days Hotel, Airport Plaza Scheme, Behind Hotel Radisson Blu, Durgapura, Tonk
Road, Jaipur 302018 (RJ) India. 

Capital Structure and Shareholding Pattern 

The authorized share capital of VMPL is Rs. 5,00,00,000/- divided into
50,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paid- up share
capital is Rs. 2,90,00,000/-divided into 29,00,000 equity shares of Rs. 10/- each. 

The shareholding of Veto Switchgears And Cables Limited is of 95.50%. 
Board Composition 

? Mr. Bhagwan Das Goklani (DIN:06499702) ? Mr. Akshay Kumar
Gurnani (DIN: 06888193) ? Mr. Gopal Lalchand Kriplani (DIN: 07066865) ? Mr. Rohit Gurnani
(DIN: 08965769) ? Mr. Tushar Dhalwani (DIN: 09262907) 

4. VETO POLYTECH PRIVATE LIMITED 

Veto Polytech Private Limited (VPPL) having CIN U22209RJ2024PTC097350
was incorporated on September 24th, 2024 vide Certificate of Incorporation
issued by the Registrar of Companies, Rajasthan at Jaipur. 
The main object of the Company is to carry on all or any business of
manufacturers, processors, fabricators, designers, importers, exporters, buyers, sellers,
stockists, agents, distributors, dealers, consultants, installers, and job workers of all
kinds of thermosetting and thermoplastic polymers, rubber, additives, their products and
agglomerated marble and granite products with polymeric-based bonding material and
processing machineries, moulds, dies, and accessories; and to carry on in India or
elsewhere all or any business related to the manufacture, processing, fabrication, import,
export, sale, stocking, distribution, consultation, installation, and job work of all
kinds of profiles, windows and door systems, partitions, false ceilings, paneling,
fencing, prefabricated structures, prefabricated walls and buildings and all other related
products made of PVC and UPVC, polymers and compounds; and to carry on all or any business
of manufacturing, processing, fabricating, designing, importing, exporting, buying,
selling, stocking, distributing, consulting, installing, and job working of modular
furniture, workstations, doors, windows, wardrobes, modular kitchens, chairs and seating
systems, and items/articles of all descriptions and for all purposes wholly or partly made
from MDF board, HDF board, particle (chip) board, block board, ply board, sheets,
laminates, wood, metal, plastics or other related materials; and to engage in the business
of manufacturing, processing, importing, exporting, buying, selling, stocking,
distributing, and dealing in compounds, blends, and master batches of PVC and other
polymers; and further to undertake the business of manufacturing, processing, fabricating,
designing, importing, exporting, buying, selling, stocking, distributing, consulting,
installing, and jobworking of all kinds of fittings, hardware, and accessories wholly or
partly made from metal, plastics or other related materials. 

Registered Office 

The registered office of the Company is located at 4th
Floor, Plot No. 10, Days Hotel, Airport Plaza Scheme, Behind Hotel Radisson Blu,
Durgapura, Tonk Road, Jaipur, Rajasthan 302018 India. 

Capital Structure and Shareholding Pattern 

The authorized share capital of VPPL is Rs. 10,00,000/- divided into
1,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paid- up share capital
is Rs. 10,00,000/-divided into 1,00,000 equity shares of Rs. 10/- each. 

The shareholding of Veto Switchgears and Cables Limited is of 55%. 
Board Composition 

? Mr. Bhagwan Das Goklani (DIN: 06499702) ? Mr. Kunal Gurnani
(DIN: 10787081) ? Mr. Hemant Kirtibhai Master (DIN: 10787082) 

5. VNB APPLIANCES PRIVATE LIMITED 

VNB Appliances Private Limited (VAPL) having CIN U27900RJ2025PTC100880
was incorporated on March 10th, 2025 vide Certificate of Incorporation issued
by the Registrar of Companies, Rajasthan at Jaipur. 
The main object of the Company is to manufacture, develop, design,
assemble, repair, import, export, buy, sell, brand, hire, let on hire, lease, pack,
re-pack, recondition, service, supply or otherwise deal in all models, shapes, sizes,
capacities, and varieties of domestic and household appliances, heating, cooking and
electrical appliances and devices such as mixers, juicer mixer grinders, hand blenders,
toasters, stoves, pressure cookers, ovens, cooking ranges, other cooking utensils of all
types, washing machines, refrigerators, electronic motors for machines and vehicles, and
other similar products, including their consumables, parts, accessories, components, and
fittings, whether as wholesalers, retailers, agents, sub-agents, distributors, or
otherwise; to carry on the business of manufacturers, producers, stockists, commission
agents, importers, exporters of electrical products and other domestic appliances, their
assemblies, kits, spares, and accessories; and to act as wholesalers, retailers, agents,
sub-agents, distributors or otherwise, and as electrical/electronic engineers and
consultants in connection with all such domestic and household appliances, heating,
cooking and electrical appliances and devices and other allied products. 

Registered Office 

The registered office of the Company is located at 4th
Floor, Plot No. 10, Days Hotel, Airport Plaza Scheme, Behind Hotel Radisson Blu,
Durgapura, Tonk Road, Jaipur, Rajasthan 302018 India. 

Capital Structure and Shareholding Pattern 

The authorized share capital of VAPL is Rs. 50,00,000/- divided into
5,00,000 equity shares of Rs. 10/- each. The issued, subscribed and paid- up share capital
is Rs. 50,00,000/-divided into 5,00,000 equity shares of Rs. 10/- each. 

The shareholding of Veto Switchgears and Cables Limited is of 51%. 
Board Composition 

? Mr. Mohan Das Gurnani (DIN: 01831741) ? Mr. Mukesh Gurnani
(DIN: 03438468) 

Annexure II FORM AOC-1 

(Pursuant to first proviso to sub-section (3) of section 129 read with
rule 5 of Companies (Accounts) Rules, 2014) 

Statement containing salient features of the financial statement of
subsidiaries /associate companies /joint ventures 
Part "A": Subsidiaries 
Amounts in INR except % of shareholding (in Lacs) 

  

    
Particulars
    

    

    
Details
    

    

  
  

    
Name of the
    
Veto
    
Veto LED
    
Vankon
    
Veto
    
VNB Appliances
  
  

    
subsidiary
    
Electricals
    
Lightings
    
Modular
    
Polytech
    
Private Limited
  
  

    

    
Private
    
Private
    
Private
    
Private
    

  
  

    

    
Limited
    
Limited
    
Limited
    
Limited
    

  
  

    
Reporting period for
    
April, 1st,
    
April, 1st,
    
April, 1st,
    
April, 1st,
    
April, 1st, 2024
  
  

    
the subsidiary
    
2024 to
    
2024 to
    
2024 to
    
2024 to
    
to March 31st,
  
  

    
concerned, if different
    
March
    
March 31st,
    
March 31st,
    
March 31st,
    
2025
  
  

    
from the holding
    
31st, 2025
    
2025
    
2025
    
2025
    

  
  

    
company's reporting
    

    

    

    

    

  
  

    
period
    

    

    

    

    

  
  

    
Reporting currency
    

    

    

    

    

  
  

    
and Exchange rate as
    
N.A.
    
N.A.
    
N.A.
    
N.A.
    
N.A.
  
  

    
on the last date of the
    

    

    

    

    

  
  

    
relevant Financial year
    

    

    

    

    

  
  

    
in the case of foreign
    

    

    

    

    

  
  

    
subsidiaries
    

    

    

    

    

  
  

    
Share capital
    
900.00
    
900.00
    
290
    
10
    
50
  
  

    
Reserves & surplus
    
(221.52)
    
(18.26)
    
2162.29
    
(89.91)
    
(1.21)
  
  

    
Total assets
    
1501.55
    
2506.36
    
6912.69
    
867.26
    
92.58
  
  

    
Total Liabilities
    
823.07
    
1624.62
    
4460.4
    
947.17
    
43.79
  
  

    
Investments
    
0.00
    
0.00
    
0.25
    
0.00
    
0.00
  
  

    
Turnover
    
1161.78
    
0.00
    
7336.70
    
23.92
    
0.00
  
  

    
Profit before taxation
    
31.16
    
(4.29)
    
375.51
    
(89.91)
    
(1.21)
  
  

    
Tax Expenses
    
0.39
    
0.11
    
151.79
    
0.00
    
0.00
  
  

    
Profit after taxation
    
30.77
    
(4.40)
    
223.72
    
(89.91)
    
(1.21)
  
  

    
Proposed Dividend
    
0.00
    
0.00
    
0.00
    
0.00
    
0.00
  
  

    
% of shareholding
    
100%
    
100%
    
100%
    
100%
    
100%
  


Notes: 

1. Indian rupee equivalents of the figures given in foreign currencies
in the accounts of the subsidiary companies are based on the exchange rates as on March 31st,
2025. 2. Veto Electricals Private Limited, Wholly Owned Subsidiary Company owns its
manufacturing plant (100% Export Unit) at Light Engineering Zone, Mahindra SEZ, Jaipur. 3.
The Vankon Modular Private Limited is in the same line of business of Veto. 4. Veto
Polytech Private Limited, Subsidiary Company is newly incorporated on September 24th,
2024. 
5. VNB Appliances Private Limited, Subsidiary Company is newly
incorporated on March 10th, 2025. 6. The reporting period for all the subsidiaries is
March, 2025.