Directors Report of Optiemus Infracom Ltd.

Mar 31, 2025

The Directors of the Company are pleased to present the 32^nd Annual Report on the business and
operations of the Company along with the Audited Standalone and Consolidated Financial Statements
for the financial year ended March 31,2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS:

The Financial Performance of the Company for the financial year ended March 31,2025 along with
previous year’s figures are given below:

Particulars	Standalone		Consolidated
	Year ended 31.03.2025	Year ended 31.03.2024	Year ended 31.03.2025	Year ended 31.03.2024
Revenue from operations	59,153.05	64,442.53	1,88,999.68	1,52,772.28
Total Expenses	57,199.64	63,210.35	1,83,393.97	1,47,462.51
Profit/Loss before Exceptional & Extraordinary Items	3,269.51	3,568.50	7,334.13	7,152.02
Exceptional Items	-	-	-	-
Profit/Loss from Associates and Joint Venture	-	-	333.60	456.66
Profit/Loss Before Tax	3,269.51	3,568.50	7,667.73	7,608.68
Tax Expense:
(1) Current Tax	(932.30)	(834.54)	(1,684.74)	(925.43)
(2) Taxation Adjustment related to earlier periods (net)	-	(8.73)	90.89	(9.84)
(3) Deferred Tax Credit	(113.17)	(221.93)	259.13	(997.45)
Net Profit/Loss for the year	2,224.04	2,503.30	6,333.01	5,675.96
Other Comprehensive Income for the year	5.49	(4.70)	9.26	4.54
Total Comprehensive Income	2,229.53	2,498.60	6,342.27	5,680.50
Earnings per equity share (EPS):
Basic	2.59	2.91	7.37	6.62
Diluted	2.58	2.91	7.33	6.62

2. STATE OF AFFAIRS OF THE COMPANY

Note: Previous year’s figures have been re-grouped /re-arranged wherever necessary.

On standalone basis, the revenue of the Company declined to Rs. 59,153.05 Lakhs during the
financial year 2024-25 as compared to Rs. 64,442.53 Lakhs during the previous financial year (2023¬
24). Similarly, the standalone net profit also decreased from Rs. 2,503.30 Lakhs in F.Y. 2023-24 to
Rs. 2,224.04 Lakhs in F.Y. 2024-25. However, the Company’s consolidated performance showed
strong growth. Consolidated revenue increased to Rs. 1,88,999.68 Lakhs, reflecting a growth of
23.71% over the previous year’s revenue of Rs. 1,52,772.28 Lakhs. The consolidated net profit also
increased to Rs. 6,333.01 Lakhs, as compared to Rs. 5,675.96 Lakhs in the financial year 2023-24.

The decline in revenue and profitability of the Company on standalone basis is primarily due to
inherent volatility of trading business. However, the consolidated performance reflects a significant
improvement in both- revenue and net profit compared to the previous year. This reflects the
continued strength and resilience of the Company''s diversified business operations and long-term
value creation for investors.

3. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year, a new wholly owned subsidiary company viz. Optiemus Unmanned Systems Private
Limited has been incorporated on June 21,2024.

As on March 31, 2025, the Company has following Subsidiary, Associate and Joint Venture
Companies:

Sr. No.	Name of the Companies	Category
1.	Optiemus Electronics Limited	Wholly Owned Subsidiary
2.	Optiemus Unmanned Systems Private Limited	Wholly Owned Subsidiary
3.	GDN Enterprises Private Limited	Wholly Owned Subsidiary
4.	Optiemus Infracom (Singapore) Pte. Ltd.	Wholly Owned Subsidiary
5.	FineMS Electronics Private Limited	Subsidiary
6.	Troosol Enterprises Private Limited	Subsidiary
7.	Bharat Innovative Glass Technologies Private Limited	Subsidiary and Joint Venture
8.	Optiemus Telecommunication Private Limited	Step-down Subsidiary
9.	Teleecare Network India Private Limited	Associate
10.	WIN Technology	Joint Venture

Further, no company has ceased to be subsidiary /associate / joint venture of the Company during
the financial year 2024-25.

As per the provisions of Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”), there were 2 (Two) material subsidiaries i.e. Optiemus
Electronics Limited (“OEL”) and GDN Enterprises Private Limited (“GDN”) during the year.

Further, in terms of the provisions of Regulation 24(1) of the Listing Regulations, appointment of one
of the Independent Directors of the Company on the Board of material subsidiaries was applicable
only to said 2 (Two) wholly owned subsidiaries i.e. OEL and GDN and the said provision has been
duly complied by OEL and GDN.

The Policy for determining ‘material subsidiaries’ is hosted on the website of the Company under the
web link https://www.optiemus.com/policies/PolicvForDeterminina Material Subsidiaries.pdf.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 (“the Act”) read
with Rule 8 of Companies (Accounts) Rules, 2014, the Company has prepared its consolidated
financial statements including all of its subsidiaries, associate and joint venture, which forms part of
this Annual Report.

Audited financial statements along with Audit Report of each of the subsidiary company are available
on the website of the Company at https://www.optiemus.com/subsidiaries.html.

The statement containing salient features of the financial statements of the Company’s subsidiaries,
associate and joint venture companies is given in Form AOC-1 enclosed herewith as Annexure-1
of this Report.

4. TRANSFER TO RESERVES

During the year, the Board of Directors of the Company has not recommended to transfer any
amount to the reserves, hence, the entire amount of profit for the year forms part of ‘Retained
Earnings’.

5. CHANGE IN CAPITAL STRUCTURE

There was no increase / decrease in the Authorised Share Capital of the Company during the year.

Further, during the year, the Preferential Allotment Committee of the Board of Directors of the
Company at its meeting held on February 08, 2025 has made following allotments:

a) allotment of 13,95,800 Equity Shares of Face Value of Rs. 10/- each to the persons/entities
belonging to “Non-Promoter” category, for Cash, at an issue price of Rs. 672.25/- per Equity
Share, for an aggregate amount of Rs. 93,83,26,550/- on a preferential basis; and

Accordingly, the Paid-up Equity Share Capital of the Company has been increased from
Rs. 85,85,71,910/- to Rs. 87,25,29,910/-. As on March 31, 2025, the paid-up share capital of
the Company was Rs. 87,25,29,910/-

The shares so allotted rank pari passu with the existing share capital of the Company.

b) allotment of 30,12,800 Fully Convertible Warrants (“Warrants”) at an issue price of Rs. 672.25/-
per Warrant, for cash, for an aggregate amount of Rs. 2,02,53,54,800/- on a preferential basis,
to the persons/entities belonging to the “Promoter & Promoter Group” and “Non-Promoter”
category. The tenure of these warrants is 18 months from the date of its allotment.

Consequent to the said allotment, the Paid-up Equity Share Capital of the Company on a fully
diluted basis shall be Rs. 90,26,57,910/- divided into 9,02,65,791 Equity Shares of Rs. 10/-
each.

During the year, no warrant has been converted into equity shares, therefore, all the 30,12,800
warrants were outstanding for conversion into equity shares as on March 31,2025.

Apart from the above, there has been no other change in the share capital of the Company during
the year.

Further, during the year, there was no public issue / rights issue / bonus issue / sweat issue or
redemption of shares / buy-back of shares made by the Company. Also, the Company has neither
issued shares with differential voting rights nor granted any stock options.

6. DETAILS OF UTILISATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT

During the year, the Company has raised funds of Rs. 9,383.27 Lakhs through issue of 13,95,800
equity shares and Rs. 50,63.39 Lakhs (25% of the issue price) through issue of 30,12,800 fully
convertible warrants at an issue price of Rs. 672.25/- (including premium of Rs. 662.25/- per share),
under preferential issue, in accordance with the applicable statutory provisions and regulatory
guidelines and the necessary approvals.

The funds raised through the respective issues were utilised for the purpose for which it was raised
and in accordance with the objects of the said Preferential issue. There is no deviation or variation
in the utilisation of funds raised from the objects stated in the Explanatory Statement to the Notice of
the Extra-Ordinary General Meeting held on January 04, 2025, for approval of Preferential allotment
of equity shares and warrants. Detailed information in this regard is given under the Corporate
Governance Report, forming part of this Annual Report.

Further, pursuant to the provisions of Listing Regulations and SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018, the necessary disclosures have been submitted to the Stock
Exchanges and are available on website of the Company at www.optiemus.com.

7. DIVIDEND

The Board has not recommended any dividend payment for the financial year 2024-25.

Further, the Dividend Distribution Policy of the Company is available on the website of the Company
and can be accessed at https://www.optiemus.com/policies/Dividend Distribution Policy.pdf.

8. DEPOSITS

During the year, the Company has not accepted any deposits within the meaning of the provisions
of Section 73 of the Act and rules made thereunder. As on March 31,2025, outstanding Deposit was
Nil. There was no fixed deposit remaining unpaid or unclaimed lying with the Company. Further, no
amount of principal or interest was outstanding or in default as on March 31,2025.

9. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business carried by the Company during the year.

10. MATERIAL CHANGES AND COMMITTMENT

There were no material changes and commitments affecting the financial position of the Company
that have been occurred between the end of the financial year to which these financial statements
relate and the date of this Report.

11. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER MATTERS
PROVIDED UNDER SECTION 178(3) OF THE ACT

In adherence to Section 178(1) of the Act and Regulation 19(4) read with Part D of Schedule II
of Listing Regulations and based on the recommendations of the Nomination and Remuneration
Committee (“NRC”), the Board of Directors of the Company has approved and adopted a policy on
Directors, Key Managerial Personnel (“KMP”) and Senior Management Personnel’s appointment and
their remuneration including criteria for determining qualifications, positive attributes, independence
and other matters as provided under section 178(3) of the Act. Extract of the updated Nomination
and Remuneration Policy of the Company is given under Annexure-2 forming part of this Report.
This Policy is also available on the website of the Company at https://www.optiemus.com/policies/
Nomination And Remuneration Policv.pdf.

12. WEB-LINK OF ANNUAL RETURN

Pursuant to Section 92(3) and Section 134 of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial
Year 2024-25 is available on the website of the Company at https://www.optiemus.com/annual-
return.html.

13. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the Financial Year 2024-25, the Board of Directors duly met 6 (Six) times and the Board
Meetings were held on May 29, 2024, August 13, 2024, August 31, 2024, November 13, 2024,
December 12, 2024 and February 11, 2025, in compliance with the requirements of the Act &
Secretarial Standards issued by the Institute of Company Secretaries of India. Detailed information
on Board Meetings is given under Corporate Governance Report forming part of this Annual Report.

14. DIRECTORS’ RESPONSIBILITY STATEMENT

In pursuance of Section 134(3)(c) and Section 134(5) of the Act, the Directors of the Company, to
the best of their knowledge and belief, hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;

(ii) the Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of

the state of affairs of the company at the end of the financial year and of the profit and loss of
the company for that period;

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

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

(v) the Directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively; and

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE
ACT

During the year, the Company has made investment in equity shares of its subsidiaries in compliance
with the provisions of Section 186 of the Act.

The details of Investments made, Loans/Securities and Guarantee given by the Company, falling
under the provisions of Section 186 of the Act, are given under Note No(s). 6a, 8, 10(d) and 33b,
respectively, of the notes to standalone financial statements.

16. RISK MANAGEMENT FRAMEWORK

The Company has in place the mechanism to identify, assess, monitor and mitigate various risks
faced or may be faced by the Company. Such risks are addressed on timely basis and adequate
actions are taken accordingly. To ensure that the internal control systems are as per the best industry
standards, the same are reviewed at regular intervals. The Company’s internal control systems are
commensurate with the nature of its business and its size. These systems are routinely tested by
Statutory as well as Internal Auditors and cover all key business areas. Significant audit observations
and follow-up actions thereon are reported to the Audit Committee.

The Company has a well-defined Risk Management Policy in place for identifying risks and
opportunities that may have a bearing on the organization’s objectives, assessing them in terms
of likelihood and magnitude of impact and determining a response strategy. The Risk Management
Policy is available on the website of the Company and can be assessed at https://www.optiemus.
com/policies/Risk Management Policv.pdf.

Further, in line with the Listing Regulations, the Company has formed a Risk Management Committee
(“RMC”) to monitor the risks and their mitigating measures, thereby overseeing the process of risk
management. The details of RMC are given under Corporate Governance Report forming part of
this Annual Report.

17. CORPORATE SOCIAL RESPONSIBILITY

The Company has framed a Policy on Corporate Social Responsibility (“CSR”) pursuant to Section
135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014, which
is available on the website of the Company at https://www.optiemus.com/policies/CSR Policv.pdf
under the Investor Relations section.

The Annual Report on Company’s CSR activities as required under Sections 134 and 135 of the Act
read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9
of the Companies (Accounts) Rules, 2014 is annexed to this Report as Annexure-3.

18. DISCLOSURE ON ESTABLISHMENT OF VIGIL / WHISTLE BLOWER MECHANISM

In accordance with the provisions of Section 177(9) & (10) of the Act read with rules made thereunder
and Regulation 22 of Listing Regulations, the Company has established Vigil/ Whistle Blower

Mechanism and formulated a Vigil Mechanism / Whistle Blower Policy which aims to provide a
channel to the Directors and Employees to report genuine concerns about unethical behavior, actual
or suspected fraud, reporting of instance(s) of leak or suspected leak of Unpublished Price Sensitive
Information (“UPSI”) and any conduct that results in violation of the Code(s) of Conduct or policy.

This mechanism aims to ensure that the Company is committed to adhere to the highest standards
of ethical, moral and legal conduct of business operations and in order to maintain these standards,
the Company encourages its employees who have genuine concerns about suspected misconduct
to come forward and express their concerns without fear of punishment or unfair treatment. The
said Policy is also available on the Company’s website at httDs://www.oDtiemus.com/Dolicies/Vigil
Mechanism Whistle Blower Policy.pdf.

During the year, no Director and Employee have been denied access to the Chairman of the Audit
Committee.

19. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Change in Directors and KMP

During the year, Mr. Gauri Shankar (DIN: 06764026) and Mr. Rakesh Kumar Srivastava
(DIN: 08896124) were appointed as an Independent Directors of the Company for a first term
of 3 (Three) consecutive years commencing from April 01, 2024, after obtaining approval of
members of the Company through Postal Ballot on March 28, 2024.

No other changes took place in the composition of Directors and KMP of the Company.

b. Directors liable to retire by rotation

In accordance with Section 152(6) of the Act, the period of office of atleast two-third of total
Directors of the Company shall be liable to retire by rotation, out of which atleast one-third
Directors shall retire at every Annual General Meeting (“AGM”). Hence, this year, Mr. Ashok
Gupta (DIN: 00277434), Whole-time Director, is liable to retire from the Board by rotation
and being eligible, has offered himself for re-appointment. The Board recommends his
re-appointment at the ensuing AGM.

c. Re-appointment of Directors at the ensuing AGM

• At the 29^th AGM of the members of the Company held on September 29, 2022,
Mr. Ashok Gupta (DIN: 00277434) was re-appointed as a Whole-time Director, designated
as Executive Chairman of the Company, for a term of 3 (Three) consecutive years with
effect from April 01, 2023 to March 31, 2026. Accordingly, his term will expire on March
31,2026.

Therefore, based upon the recommendations of NRC, the Board of Directors, at its
meeting held on August 28, 2025, has approved the re-appointment of Mr. Ashok Gupta,
Whole-time Director, designated as Executive Chairman, for a further term of 3 (Three)
years commencing from April 01, 2026 to March 31, 2029 and recommended the matter
for the approval of shareholders at the ensuing AGM.

• At the 28^th AGM of the members of the Company held on September 29, 2021, Ms. Ritu
Goyal was appointed as an Independent Director for a term of 5 (Five) consecutive years
with effect from April 01,2021 to March 31,2026. Accordingly, her term of office will expire
on March 31,2026.

Therefore, based upon the recommendations of NRC, the Board of Directors, at its meeting
held on August 28, 2025, approved her re-appointment as an Independent Director for a
second term of 5 (Five) consecutive years commencing from April 01,2026 to March 31,
2031 and recommended the matter for the approval of shareholders at the ensuing AGM.

• At the 27^th AGM of the members of the Company held on September 30, 2020, Mr. Naresh

Kumar Jain was re-appointed as an Independent Director for a second term of 5 (Five)
consecutive years from October 28, 2020 to October 27, 2025. Accordingly, his second
term of office will expire on October 27, 2025.

Therefore, in compliance with the provisions of the Act and Listing Regulations, to fill the said vacancy,
on the recommendations of NRC, the Board of Directors, at its meeting held on August 28, 2025,
has accorded its approval for appointment of Mr. Vishal Rajpal (DIN: 00864403) as an Independent
Director of the Company, for a term of 3 (Three) consecutive years effective from October 28, 2025
and recommended the matter for the approval of shareholders at the ensuing AGM.

The Company has received the notice of candidature from a Member under Section 160 of the Act
in respect of appointment/re-appointment of Mr. Ashok Gupta, Ms. Ritu Goyal and Mr. Vishal Rajpal.

The details of Directors being recommended for appointment/re-appointment as required under
Listing Regulations and Secretarial Standard-2 issued by the Institute of Company Secretaries of
India are given in the Notice of ensuing AGM.

None of the KMP of the Company is holding office in any other Company as a Key Managerial
Personnel.

Further, none of the Directors and KMP of the Company is disqualified under any of the provisions
of the Act and SEBI Laws.

20. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming and certifying
that they continue to meet the criteria of independence as provided in Section 149(6) of the Act and
Regulation 16 of Listing Regulations and that they are independent from the management in respect
of their position as an “Independent Director” in the Company. The Independent Directors have
also given declaration of compliance with Rules 6(1) and 6(2) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, with respect to their name appearing in the data bank of
Independent Directors maintained by the Indian Institute of Corporate Affairs.

Further, in the opinion of the Board, the Independent Directors also possess the attributes of
integrity, expertise and experience (including proficiency) as prescribed under the Act and Listing
Regulations.

21. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Listing Regulations and the applicable provisions of the Act require conduction of familiarization
programme for the Independent Directors. Considering that, the Board has always endeavored to
keep Independent Directors informed about the latest updates in the Company, Industry and legal
framework, for which periodic familiarization programmes are conducted for the Directors to make
them aware about nature of industry, business model, roles, rights, responsibilities and updating
them on amendments in the Act, SEBI Laws & Guidelines issued by SEBI and its applicability to the
Company etc.

Further, the newly appointed Independent Directors were also provided with necessary documents,
presentations, reports and internal policies to enable them to familiarize themselves with the
Company’s procedures and practices.

22. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Act and Regulation 17(10) of Listing Regulations and in accordance
with the parameters suggested by the Nomination & Remuneration Committee ("NRC"), the Board
of Directors carried out an annual evaluation for the financial year 2024-25 of its own performance, its
Committees, Individual Directors (including Chairperson) ("NRC"). The evaluation was undertaken
by way of internal assessments, based on a combination of detailed questionnaires and verbal
discussions.

Key evaluation criteria among others included Board structure and composition, Board Meetings
and information flow, Board culture and relationships, succession planning, strategic planning and
Committee functioning.

Committees were evaluated based on their contribution, meeting frequency and their effectiveness.
Directors were assessed based on their participation, contribution and expertise in guiding
management on strategy, governance, and risk.

The NRC and the Board reviewed the evaluation outcomes in May 2025, noting high ratings in areas
such as Board culture, relationships & dynamics, meetings, information flow and compliance. This
reflects a strong commitment to integrity and fulfilling legal and financial responsibilities. The Board
also acknowledged the actions taken to enhance its effectiveness based on prior feedback.

Based on the said criteria, the performance of the Board, its Committees, Chairman and Individual
Directors (including Independent Directors) was found satisfactory.

23. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the
Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and a statement containing, inter alia, the names of top ten employees in terms of
remuneration drawn are given under Annexure-4 of this Report.

24. AUDITORS

a) Statutory Auditors

At the 29^th AGM of the Company held on September 29, 2022, M/s. Mukesh Raj & Co.,
Chartered Accountants, (Firm Registration No. 016693N), were re-appointed as the Statutory
Auditors of the Company for a second term of 5 (Five) consecutive years until the conclusion of
34^th Annual General Meeting to be held in the year 2027 pursuant to the provisions of Section
139 of the Act read with rules made thereunder.

Statutory Auditors’ Report

The Statutory Auditors’ Reports for the financial year 2024-25 is enclosed with the financial
statements and forms part of this Annual Report. The Auditors’ Reports do not contain any
qualifications, reservations or adverse remarks or disclaimers. The observations of Statutory
Auditors in their reports on standalone and consolidated financials are self-explanatory and
therefore, do not call for any further comments.

Details in respect of frauds reported by Auditors

There were no instances of fraud reported by the Statutory Auditors.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. S.K. Batra &
Associates, Practicing Company Secretaries, was re-appointed by the Board as the Secretarial
Auditors of the Company, to carry out Secretarial Audit of the Company for the financial year
2024-25.

Further, as per the recent amendment made by SEBI in Regulation 24A of the Listing
Regulations, every listed entity is required to appoint:

(i) an individual as Secretarial Auditor for not more than one term of five consecutive years;
or

(ii) a Secretarial Audit firm as Secretarial Auditor for not more than two terms of five
consecutive years, with the approval of its shareholders in its Annual General Meeting;
and

The Secretarial Auditor shall be a Peer Reviewed Company Secretary.

Therefore, to comply with the said provisions, based upon the recommendations of Audit
Committee, the Board of Directors, at its meeting held on May 26, 2025, has approved the
appointment of M/s. S.K. Batra & Associates, Practicing Company Secretaries (Peer Reviewed
Company Secretary Firm having UIN: S2008DE794900), as the Secretarial Auditors of the
Company for a term of 5 (Five) consecutive years commencing from the financial year 2025¬
26 till financial year 2029-30 and recommended the matter for the approval of members at the
ensuing AGM, on such fees and terms & conditions as may be mutually agreed between the
Secretarial Auditors and the Audit Committee/ Board of Directors of the Company.

Secretarial Auditors’ Report

In terms of Section 204 of the Act and Regulation 24A of Listing Regulations, Secretarial
Audit Report for the financial year 2024-25 as issued by M/s. S.K. Batra & Associates in
the prescribed form MR-3 is annexed to this Report as Annexure-5. Further, there was no
qualification, reservation, adverse remark or disclaimer made by the Secretarial Auditors in
their Report.

Annual Secretarial Compliance Report

A Secretarial Compliance Report of the Company for the financial year 2024-25 on compliance
with all applicable SEBI Regulations and circulars/notifications/guidelines issued thereunder,
has been obtained from M/s. S.K. Batra & Associates, Secretarial Auditors, and submitted to
the Stock Exchanges i.e. NSE and BSE.

Secretarial Audit Report of Material Unlisted Subsidiaries

As per the provisions of the Act and Listing Regulations, Optiemus Electronics Limited (“OEL”)
and GDN Enterprises Private Limited (“GDN”), both the material unlisted subsidiaries of the
Company, have also appointed M/s. S.K. Batra & Associates, Practicing Company Secretaries,
to undertake their Secretarial Audit for the financial year 2024-25.

Their Secretarial Audit Report confirms that the material subsidiaries have complied with the
provisions of the Act, rules, regulations and guidelines and that there was no deviation or non¬
compliance. Secretarial Audit Reports of the material unlisted subsidiaries viz. OEL and GDN
for the financial year 2024-25 as issued by M/s. S.K. Batra & Associates in the prescribed form
MR-3 are annexed to this Report as Annexure-6 and 7.

Further, there was no qualification, reservation, adverse remark or disclaimer made in the said
Secretarial Audit Reports of both the material subsidiaries.

c) Cost Auditors and maintenance of cost records

Maintenance of cost records and audit thereof as specified by the Central Government under
Section 148 of the Act is not applicable to the Company. Hence, the appointment of Cost
Auditor is also not applicable to the Company.

25. DETAILS OF COMPLAINTS UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has always believed in providing a safe and harassment free workplace for every
individual working in the Company. The Company always endeavors to create and provide an
environment that is free from discrimination and harassment including sexual harassment.

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace, in line with
the requirements of “The Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013”. The Company has constituted an Internal Complaint Committee to ensure
implementation, compliance with the applicable provisions under this act and to consider and redress
all the complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary and trainees) are covered under this policy.

Further, the detail of complaints/cases received under the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal) Act, 2013 during the financial year is given below:

a) Number of Complaints of sexual harassment received in the year: NIL;

b) Number of Complaints disposed off during the year: NA and;

c) Number of cases pending for more than ninety days: NA

26. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

The information as required under Section 134 (3) (m) of the Act read with Rule 8 (3) of the Companies
(Accounts) Rules, 2014 for the year ended March 31,2025 is given below:

A. Conservation of Energy:

i. The steps taken or impact on conservation of energy: The Company is engaged into
the business of wholesale trading of telecommunication and allied products. Considering
the nature of business of the Company, energy does not form a significant portion of the
cost for the Company yet wherever possible and feasible, continuous efforts are being
made for conservation of energy and minimize power cost.

The Company is raising awareness among employees about the importance of energy
conservation and providing training on best practices for energy efficient behaviors.
Engaged employees are more likely to contribute to energy-saving efforts.

ii. The steps taken by the Company for utilising alternate sources of energy: Various
steps are being taken for conservation of energy and using alternate sources of energy,
to name a few:

• Awareness drive and affixed pamphlets on key power boards;

• Advocating switching off lights and ACs when not required, turning off PCs when not
in use, setting higher temperatures on air conditioners etc. to reduce consumption.

• Installed various energy saving electrical devices for saving energy.

iii. The capital investment on energy conservation equipments: Keeping in view the
normal energy consumption in the business activity of the Company, capital expenditure
on energy conservation equipment is not required.

B. Technology Absorption: Taking into consideration the nature of Business of Company, no
technology is being used. Therefore, the following clauses (i) to (iii) are not applicable:

i. The efforts made towards technology absorption;

ii. The benefits derived like product improvement, cost reduction, product development or
import substitution;

iii. In case of imported technology (imported during the last 3 years reckoned from the
beginning of the financial year):

(a) the details of technology imported;

(b) the year of import;

(c) whether the technology been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof.

C. Expenditure incurred on Research and Development: During the year, Research and
Development Expenses amounting to Rs. 75 Lakhs have been incurred by the Company for its
drone division viz. “Optiemus Unmanned Systems”.

D. Foreign Exchange Earnings and Outgo:

i. The Foreign Exchange earned in terms of actual inflows during the year: NIL

ii. The Foreign Exchange Outgo during the year in terms of actual outflows: NIL

27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS WITH RELATED
PARTIES

All related party transactions are placed before the Audit Committee or/and Board for their approval,
as per the applicable provisions of law. Pursuant to the provisions of the Act and Listing Regulations,
prior omnibus approval of the Audit Committee has been obtained for those transactions which are
foreseen and are repetitive in nature.

During the financial year, the Company has not entered into any materially significant related party
contracts/ arrangements or transactions with the Company’s promoters, Directors, Key Managerial
Personnel or their relatives, which could have had a potential conflict with the interests of the
Company. All the contracts/arrangements or transactions entered into by the Company with Related
party(ies) are in conformity with the provisions of the Act and Listing Regulations and in the ordinary
course of business and are on arm’s length basis. Accordingly, the prescribed Form AOC-2 is not
applicable to the Company for the financial year 2024-25 and hence, does not form part of this
report.

Pursuant to Regulation 23(9) of Listing Regulations, the Company has filed the Reports on RPTs
with the Stock Exchanges within the statutory timelines.

During the year, after obtaining the approval of shareholders at the Extra-Ordinary General Meeting
of the Company held on January 04, 2025, the Company has given Corporate Guarantee amounting
to Rs. 447 Crores to SBICAP Company Trustee Limited (Trustee of State Bank of India) on behalf
of Bharat Innovative Glass Technologies Private Limited, a Subsidiary and Joint Venture Company,
for securing the credit facilities availed/to be availed by BIGTech. While the said guarantee is not
falling under the contracts/arrangements/transactions specified under Section 188 of the Act, read
with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, however, it is
considered as a material related party transaction as per the provisions of Listing Regulations.

In this regard, suitable disclosures as required under Regulation 34(3) of Listing Regulations read
with Schedule V and Indian Accounting Standards have been made under Note No. 26 of the Notes
to the Standalone financial statements.

The policy on Related Party Transactions as approved by the Board is available on the website
of the Company at https://www.optiemus.com/policies/Policvon%20MaterialitvofRelated Party
Transactions and Dealing with Related Party Transaction.pdf.

28. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN
FUTURE

During the year, no significant and material order has been passed by the Regulators or Courts or
Tribunals impacting the going concern status and Company’s operations in future.

29. EMPLOYEE STOCK OPTION SCHEME

During the year, no option was granted or exercised under the Optiemus Employee Stock Option
Scheme - 2016 (“Scheme”).

Further, it is confirmed that the Scheme is in compliance with SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 and there has been no change in such Scheme during the
year.

The statutory disclosures as mandated under the Act and SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021, a certificate from Secretarial Auditors, confirming implementation
of the Scheme in accordance with SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 have been placed on the website of the Company at https://www.optiemus.
com/pdf/OIL ESOPDisclosure 2024-25.pdf and the same will be available for inspection by the
Members, electronically, during the AGM of the Company.

30. CREDIT RATING

ICRA Limited has reaffirmed the long-term / short term credit rating of [ICRA] BBB (Minus) for Non¬
Fund based limits. The Outlook on the long-term Rating is Stable.

31. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The internal financial controls (“IFC”) with reference to the Financial Statements for the Financial
year ended March 31, 2025 commensurate with the size and nature of business of the Company.
The internal control system enhances transparency and accountability in the organization’s process
of designing and implementing internal controls. The Company has a clearly defined Governance,
Risk & Compliance Framework, Policies, Standard Operating Procedures (SOP) and Financial
& Operational Delegation of Authority (DOA). Global ERP Platform & Governance, Risk and
Compliance (“GRC”) systems facilitate mapping with role-based authority to business and functional
teams, ensuring smooth operations across the organization. The IFC process helps the Company
to operate in an orderly and effective manner by ensuring adherence to rules, asset protection,
fraud and error prevention and detection, accurate and comprehensive accounting records and
timely preparation of trustworthy financial information. This system safeguards the interests of all
stakeholders and optimizes resource utilization.

Further, the report of Internal Auditors are submitted to the Audit Committee on quarterly basis.
The Audit Committee reviews and approves performance of internal audit function and ensures
the necessary checks and balances that may need to be built into the control system. The Audit
Committee, in consultation with the Internal Auditors, monitors and controls the major financial risk
exposures.

32. CORPORATE GOVERNANCE

The Company strives to ensure that best corporate governance practices are identified, adopted
and consistently followed and its practices are aligned with its philosophy of Good Corporate
Governance. The Company believes that good corporate governance is the basis for sustainable
growth of the business and effective management of relationships among constituents of the system
and always works towards strengthening this relationship through corporate fairness, transparency
and accountability. The Company gives prime importance to reliable financial information, integrity,
transparency, fairness, empowerment and compliance with the applicable laws in letter and spirit.

M/s. S.K. Batra & Associates, Practicing Company Secretaries, have certified that the Company
has complied with the mandatory requirements of corporate governance as stipulated in the Listing
Regulations. The said certificate is annexed to this Report as Annexure-8.

Further, pursuant to Listing Regulations, a separate section titled ‘Corporate Governance’ has been
included in this Annual Report.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year ended March 31, 2025, as stipulated
under Regulation 34(2)(e) of the Listing Regulations, is presented under a separate section and
forms part of this Annual Report.

34. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report for the year ended March 31,2025, as stipulated
under Regulation 34(2)(f) of the Listing Regulations, is presented under a separate section and
forms part of this Annual Report.

35. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG
WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year, neither any application was made nor any proceeding was pending in the name of
the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

36. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME
OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There was no instance of one-time settlement with any Bank or Financial Institutions.

37. IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING, THE DIRECTORS REPORT
SHALL EXPLAIN THERE AS ON THEREOF

Not Applicable

38. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

The Company has duly complied with all the applicable Secretarial Standards issued by the Institute
of Company Secretaries of India.

39. COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961.

40. ACKNOWLEDGEMENT

The Board of Directors wish to express their sincere appreciation for the co-operation and assistance
received from the Regulatory Authorities, Stakeholders and other business associates who have
extended their valuable support and encouragement during the year.

The Board of Directors acknowledge the hard work, dedication, commitment and co-operation of the
employees of the Company. The enthusiasm and unstinting efforts of the employees, stakeholders,
have enabled the Company to continue being a leading player in the Telecom and allied products
Industry.

On behalf of the Board of Directors
For Optiemus Infracom Limited

Ashok Gupta

Date: August 28, 2025 Executive Chairman

Place: Noida (U.P.) DIN: 00277434

---

Mar 31, 2024

The Directors of your Company are pleased to present the 31^st Annual Report on the business and operations of the Company along with the Audited Annual Accounts for the financial year ended March 31,2024.

1. FINANCIAL SYNOPSIS:

Key aspects of Financial Performance of the Company for the year ended March 31,2024 along with previous year’s figures are tabulated below:

(INR in Lacs except EPS)
Particulars	Standalone		Consolidated
	Year ended 31.03.2024	Year ended 31.03.2023	Year ended 31.03.2024	Year ended 31.03.2023
Revenue from operations	64,442.53	59,727.15	1,52,772.28	1,17,388.10
Total Expenses	63,210.35	60,112.42	1,47,462.51	1,16,788.42
Profit/Loss before Exceptional & Extraordinary Items, Share of Profit/Loss of Associate and Tax	3,568.50	4,265.06	7,152.02	6,004.40
Exceptional Items	-	-	-	-
Profit/Loss from Associates and Joint Venture	-	-	456.66	(691.68)
Profit/Loss Before Tax	3,568.50	4,265.06	7,608.68	5,312.72
Tax Expense:
(1) Current Tax	(834.54)	(307.77)	(925.43)	(307.77)
(2) Deferred Tax Credit	(221.93)	(754.99)	(997.45)	(1,096.09)
(3) Taxation Adjustment of previous year (net)	(8.73)	277.94	(9.84)	277.94
Total Profit/Loss for the year	2,503.30	3,480.25	5,675.96	4,186.80
Total Comprehensive Income	2,498.60	3,479.50	5,680.50	4,186.90
Earnings per equity share
Basic	2.91	4.05	6.62	4.88
Diluted	2.91	4.04	6.62	4.87
Note: Previous year figures have been re-grouped / re-arranged wherever necessary.

2. INFORMATION ON STATE OF AFFAIRS OF THE COMPANY

During the financial year 2023-24, the overall revenue from operations increased by 7.89% from '' 59,727.15 Lacs (FY 2022-23) to '' 64,442.53 Lacs on standalone basis. However, due to increase in expenses, the Net profit of the Company decreased from '' 3,480.25 Lacs (FY 2022-23) to '' 2,503.30 Lacs. Detailed information on state of affairs of the Company is given in Management Discussion and Analysis Report forming part of this Report.

3. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year, a new Joint Venture cum subsidiary Company viz. Bharat Innovative Glass Technologies Private Limited has been formed/incorporated on October 04, 2023.

As on March 31,2024, the Company has 3 (Three) Wholly Owned Subsidiaries viz. Optiemus Infracom (Singapore) Pte. Limited, GDN Enterprises Private Limited and Optiemus Electronics Limited, 3 (Three) Subsidiaries viz. FineMS Electronics Private Limited, Troosol Enterprises Private Limited and Bharat Innovative Glass Technologies Private Limited and 1 (One) Associate Company viz. Teleecare Network (India) Private Limited and 1 Joint Venture viz WIN Technology.

Further, during the year, a new Step-down Subsidiary viz. Optiemus Telecommunication Private Limited has also been formed/ incorporated on July 26, 2023.

MATERIAL SUBSIDIARIES

As per the provisions of regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, there was 1 (One) material subsidiary of the Company i.e. Optiemus Electronics Limited during the year.

The Policy for determining ‘material subsidiaries’ is hosted on the website of the Company under the web link https://www.optiemus.com/policies/PolicyForDetermining Material Subsidiaries.pdf.

Further, in accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, the Company has prepared its consolidated financial statement including all of its subsidiaries, joint venture and associates which are forming part of this Annual Report.

A Report on Performance and Financial Position of each of the Subsidiaries, Joint Venture and Associate Companies is given in Form AOC-1 under Annexure-1 of this Report.

4. TRANSFER TO RESERVES

During the year, the Board of Directors of the Company has not recommended to transfer any amount to the reserves, hence, the entire amount of profit for the year forms part of the ‘Retained Earnings’.

5. DIVIDEND

The Board has not recommended any dividend payment for the financial year 2023-24.

Further, the Dividend Distribution Policy of the Company is available on the website of the Company and can be accessed at https://www.optiemus.com/policies/Dividend Distribution Policv.pdf.

6. DEPOSITS

During the year, the Company has not accepted any deposits within the meaning of the provisions of Section 73 of the Companies Act, 2013 and rules made thereunder. As on March 31,2024, outstanding Deposit was Nil. There was no fixed deposit remaining unpaid or unclaimed as at the end of the year. Further, no amount of principal or interest was outstanding or in default as on March 31, 2024.

7. CHANGE IN NATURE OF BUSINESS

During the year, in addition to the existing business, the Company commenced a new business/ division namely “Optiemus Unmanned Systems” (“OUS”) and launched technologically-sophisticated, high performance drones in various range.

There was no other change in the nature of business of the Company during the financial year 202324.

8. MATERIAL CHANGES AND COMMITTMENT

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this Report.

9. NOMINATION AND REMUNERATION POLICY

In adherence to Section 178(1) of the Companies Act, 2013 and Regulation 19(4) read with Part D of the Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company has approved a policy on Directors, Key Managerial Personnel and Senior Management Personnel’s appointment and their remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided u/s 178(3). Extract of Nomination and Remuneration Policy of the Company is given in Annexure-2 and forms part of this Report. The Policy is also available on the website of the Company and can be accessed at https://www.optiemus.com/policies/Nomination And Remuneration Policv.pdf.

10. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year 2023-24 is available on the website of the Company at https://www.optiemus.com/ annual-return.html .

11. NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2023-24, the Board of Directors duly met 9 (Nine) times on April 12, 2023, May 26, 2023, August 12, 2023, September 01,2023, October 27, 2023, November 10, 2023, February 02, 2024, February 12, 2024 and February 23, 2024. Detailed information on Board Meetings is given in Corporate Governance Report forming part of this Annual Report.

Further, during the year, a separate meeting of the Independent Directors of the Company was held on February 12, 2024 to discuss and review the performance of all the Non-Independent Directors and the Board as a whole, Chairman of the Company and for reviewing and assessing the matters as prescribed under Schedule IV of the Companies Act, 2013 and Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. DIRECTORS’ RESPONSIBILITY STATEMENT

In pursuance of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Directors of the Company, to the best of their knowledge and belief, hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

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

(v) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year, the Company has duly complied with the provisions of Section 186 of the Companies Act, 2013. The particular of Investments made, Loans/Securities and Guarantee given, falling under the provisions of Section 186 of the Companies Act, 2013, are given under Note No(s). 5a, 9a, 9e, and 31b of the notes to standalone financial statements.

14. RISK MANAGEMENT FRAMEWORK

The Company has a well defined Risk Management Policy in place for identifying risks and opportunities that may have a bearing on the organization’s objectives, assessing them in terms of likelihood and magnitude of impact and determining a response strategy.

The Company’s internal control systems are commensurate with the nature of its business and its size. These systems are routinely tested by Statutory as well as Internal Auditors and cover all key business areas. Significant audit observations and follow up actions thereon are reported to the Audit Committee. Risk Management Committee also oversee the Risk Management process.

In line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has set up a Risk Management Committee to monitor the risks and their mitigating actions. The details of Risk Management Committee are given in Corporate Governance Report forming part of this Annual Report.

Further, the Risk Management Policy is hosted on the website of the Company under the web link https://www.optiemus.com/policies/RiskManaaementPolicy.pdf.

15. CORPORATE SOCIAL RESPONSIBILITY

The Company has framed a Policy on Corporate Social Responsibility pursuant to Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 which is available on the website of the Company at https://www. optiemus.com/policies/ CSR Policv.pdf under Investor Relations section.

The Annual Report on Company’s CSR activities as required under Sections 134 and 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is annexed to this Report as Annexure-3.

16. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, interalia, provides for the mandatory requirement for all listed companies to establish a mechanism called, ‘Vigil Mechanism/Whistle Blower Policy’ for directors and employees to report to the management, instances of unethical behavior, actual or suspected, fraud or violation of the Company’s, code of conduct.

In compliance of the above requirements, the Company has established Vigil (Whistle Blower) Mechanism and formulated a Policy which aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy. The Vigil (Whistle Blower) Mechanism aims to ensure that the Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express their concerns without fear of punishment or unfair treatment.

Further, the Company hereby affirms that no Director/ Employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

The said Policy is hosted on the Company’s website at https://www. optiemus. com/policies/

Vigil Mechanism Whistle Blower Policv.pdf.

17. DIRECTORS AND KEY MANAGERIAL PERSONNELa. Induction, Re-appointment and Resignation

During the financial year 2023-24, the following changes took place in the composition of Directors and Key Managerial Personnel:

• Mr. Gautam Kanjilal, Mr. Tejendra Pal Singh Josen and Mr. Charan Singh Gupta ceased to be an Independent Directors of the Company from the closure of business hours on March 31,2024, due to completion of their 2 (Two) consecutive terms of 5 (Five) years each. The Board of Directors has placed on record its appreciation towards Mr. Gautam Kanjilal, Mr. Tejendra Pal Singh Josen and Mr. Charan Singh Gupta’s contribution in the Company during their tenure.

• Based upon the recommendation of Nomination and Remuneration Committee and Board of Directors, the shareholders of the Company, through postal Ballot, accorded their approval on March 28, 2024 for appointment of Mr. Gauri Shankar (DIN: 06764026) and Mr. Rakesh Kumar Srivastava (DIN: 08896124) as an Independent Directors of the Company for a first term of 3 (Three) consecutive years effective from April 01, 2024.

• In accordance with Section 152(6) of the Companies Act, 2013, the period of office of atleast two-third of total Directors of the Company shall be liable to retire by rotation, out of which atleast one-third Directors shall retire at every Annual General Meeting. Hence, this year, Mr. Neetesh Gupta (DIN: 00030782) retires from the Board by rotation and being eligible, offers himself for re-appointment. The Board recommends his re-appointment at the ensuing Annual General Meeting.

The details of Directors being recommended for appointment/re-appointment as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 are contained in the Notice of ensuing Annual General Meeting of the Company. Appropriate resolution seeking shareholders’ approval for the re-appointment of Director is included in the Notice of Annual General Meeting.

None of the Whole-Time Key Managerial Personnel (KMP) of the Company is holding office in any other Company as a Key Managerial Personnel.

Further, none of the Directors / KMP of the Company is disqualified under any of the provisions of the Companies Act, 2013 and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b. Declaration by Independent Directors

The Company has received declarations from all the Independent Directors confirming and certifying that they continue to meet the criteria of independence as provided in Section 149 of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, all the Independent Director fulfill the conditions for appointment/ re-appointment as an Independent Directors on the Board.

Further, in the opinion of the Board, all the Independent Directors also possess the attributes of integrity, expertise and experience (including proficiency) as required to be disclosed under Rule 8(5)(iii)(a) of the Companies (Accounts) Rules, 2014 and all the Independent Directors are registered in the databank of Indian Institute of Corporate Affairs.

c. Inter-se relationship of Directors

Mr. Neetesh Gupta, Non-Executive Director and Mr. Ashok Gupta, Whole-time Director

(designated as Executive Chairman) are inter-related, wherein Mr. Neetesh Gupta is son of Mr. Ashok Gupta.

Further, no relationship exists between other Directors/ KMP.

d. Selection and Appointment of Directors

The charter of Nomination and Remuneration Committee of the Board empowers it to review the structure, size, composition, and diversity of the Board, evaluation of existing skills, defining gaps and making necessary recommendations to the Board.

e. Formal Annual Evaluation

The Companies Act, 2013 requires the Annual Report to disclose the manner in which formal annual evaluation of the Board, its Committee and individual Directors is done and evaluation criteria thereof. Performance evaluation criteria for Board, Committees of the Board and Directors are placed on the Company’s website under the web link https://www.optiemus.com/policies/ Nomination And Remuneration Policy.pdf as a part of Company’s Nomination and Remuneration Policy.

Manner in which said evaluation was made by the Board in accordance with the provisions of Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given below:

• Based on the criteria, a structured questionnaire was prepared after taking into consideration inter-alia the inputs received from the Directors for the year under review. The structured questionnaire covered various aspects of the Board’s functioning such as strategic alignment and direction, attendance, contribution at Board/Committee meetings and guidance/support to the management, ethical leadership etc., support to the Board, Committees evaluation and self-evaluation etc.

• The ratings for Non-Independent Directors, Chairman and Board as a whole were given by the Independent Directors at a separate meeting convened by them. They also assessed the performance of Chairman of the Company after taking into account the views of executive directors and non-executive directors. The ratings for Independent Directors were given by all the Directors excluding the Independent Director being evaluated.

The evaluation for performance of Committees was done by the entire Board on the degree of fulfillment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

• A consolidated summary of the ratings given by each of the directors was then prepared separately for Independent & Non-Independent Directors, based on which a report on performance evaluation was prepared in respect of performance of the Board, Chairman, Directors and Committee(s).

The performance evaluation of Individual Directors including Chairman of the Board was done in accordance with the provisions of the Companies Act, 2013 and Listing Regulations and also based on the structured questionnaire mentioned above.

f. Familiarisation Programme for Independent Directors

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable provisions of Companies Act, 2013 requires conduction of familiarisation programme for the Independent Directors. On these lines, Board has always endeavored to keep Independent Directors updated about the latest happenings in the Company, Industry and legal framework, for which periodic familiarisation programme are conducted for the directors to make them aware about nature of industry, business model, roles, rights, responsibilities of Independent Directors,

update on amendments in SEBI Laws and Guidelines issued by SEBI regarding Board evaluation and its applicability to the Company etc.

All new Directors are provided with necessary documents, presentations, reports and internal policies to enable them to familiarize with the Company’s procedures and practices.

18. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure-4 to this Report.

19. AUDITORS

a) Statutory Auditors

At the 29^th Annual General Meeting held on September 29, 2022, the shareholders had approved the re-appointment of M/s. Mukesh Raj & Co., Chartered Accountants, (Firm Registration No. 016693N), as Statutory Auditors of the Company for a second term of 5 (Five) consecutive years until the conclusion of 34^th Annual General Meeting to be held in the year 2027.

The Company has received a certificate of eligibility from M/s. Mukesh Raj & Co., in accordance with the provisions of the Companies Act, 2013 and rules made thereunder and a confirmation that they continue to hold valid peer review certificate as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the Auditors’ Report for the financial year 2023-24 do not contain any qualification, reservation or adverse remark or disclaimer. The observations of Statutory Auditors in its reports on standalone and consolidated financials are self-explanatory and therefore, do not call for any further comments. The Auditors’ Report is enclosed with the financial statements in this Annual Report. The Auditors didn’t report any fraud during the year.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. S.K. Batra & Associates, Practicing Company Secretaries, was re-appointed by the Board to undertake the Secretarial Audit of the Company for the financial year 2023-24. Secretarial Audit Report for the financial year 2023-24 as given by M/s. S.K. Batra & Associates in the prescribed form MR-3 is annexed to this Report as Annexure-5. Further, there was no qualification, reservation, adverse remark or disclaimer in the said Secretarial Audit Report.

As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Optiemus Electronics Limited, which is a material unlisted subsidiary of the Company has also appointed M/s. S.K. Batra & Associates, Practicing Company Secretaries to undertake the Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report confirms that the material subsidiary has complied with the provisions of the Act, rules, regulations and guidelines and that there were no deviations or non-compliances. Secretarial Audit Report of the material unlisted subsidiary for the financial year 2023-24 as given by M/s. S.K. Batra & Associates in the prescribed form MR-3 is annexed to this Report as Annexure-6. Further, there were no qualifications, reservations, adverse remarks or disclaimers in the said Secretarial Audit Report.

Annual Secretarial Compliance Report

A Secretarial Compliance Report of the Company for the financial year ended March 31, 2024 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, has been obtained from M/s. S.K. Batra & Associates, Secretarial Auditors and submitted to both the Stock Exchanges i.e. NSE and BSE.

c) Cost Auditor

Maintenance of cost records and audit thereof as specified by the Central Government under Section 148 of the Companies Act, 2013 is not applicable on the Company. Hence, the appointment of Cost Auditor is also not applicable to the Company.

20. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in the Company. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements, inter-alia, of “The Sexual Harassment of Women at Workplace (Prevention, Prohibition Redressal) Act, 2013”. An Internal Complaint Committee has been set up to consider and redress all the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed-of during the Financial Year 2023-24:

• No. of complaints pending at the beginning : Nil

• No. of complaints received : Nil

• No. of complaints disposed-of : NA

21. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

The Company is engaged into the business of wholesale trading of telecommunication and allied products. Considering the nature of business of the Company, energy does not form a significant portion of the cost for the Company yet wherever possible and feasible, continuous efforts are being put for conservation of energy and minimize power cost. However, keeping in view the normal energy consumption in the business activity of the Company, capital expenditure on energy conservation equipment is not required. Various steps are being taken for conservation of energy and using alternate sources of energy, to name a few:

• Advocating switching off lights and ACs when not required, turning off PCs when not in use, setting higher temperatures on air conditioners etc. to reduce consumption.

• Installed various energy saving electrical devices for saving energy.

• Puts control on usage of other electrical equipment’s.

Technology absorption, Research & Development

Taking into consideration the nature of Business of Company, no technology is being used.

Further, during the year, R&D Expenses amounting to '' 221.02 Lacs has been incurred by the Company on its new division viz. “Optiemus Unmanned Systems” with the launch of technologically-sophisticated, high-precision drones in various range.

Foreign Exchange Earnings and Outgo

The Company has continued to maintain focus on and avail of export opportunities based on economic considerations.

Foreign Exchange Earnings and Outgo details are given below:
Foreign Exchange Details	As on 31st March, 2024 (INR in Lacs)
Foreign Exchange Earnings(A) (Including deemed exports & sales through export houses)	214.01
Foreign Exchange Outgo (B)	783.24
Net Foreign Exchange Earnings (A-B)	(569.23)

22. RELATED PARTY TRANSACTIONS

All related party transactions are placed before the Audit Committee and Board for its approval, as per the applicable provisions of law. Prior omnibus approval of the Audit Committee is obtained as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) for the transactions which are foreseen and are repetitive in nature.

During the Financial Year, the Company has not entered into any materially significant related party contracts/ arrangements or transactions with the Company’s promoters, Directors, Key Managerial Personnel or their relatives, which could have had a potential conflict with the interests of the Company. All the contracts/arrangements or transactions entered into by the Company with Related party(ies) are in conformity with the provisions of the Companies Act, 2013 and SEBI Listing Regulations and in the ordinary course of business and are on arm’s length basis. In view of this, disclosure in Form AOC-2 is not applicable.

Further, suitable disclosures as required under IND AS have been made in Note 24 of the Notes to the financial statements.

The policy on Related Party Transactions as approved by the Board is hosted on the Company’s website at

https://www.nptiemus.cnm/pnliaies/Pnliav nn%?nMaterialitv of Related Party Transactions and Dealing with Related Party Transactinn.pdf.

23. SIGNIFICANT AND MATERIAL ORDERS

During the year, there was no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

24. SHARE CAPITAL

There was no increase / decrease in the Authorised Share Capital of the Company during the financial year.

Further, there was no public issue, rights issue, bonus issue, sweat issue, preferential issue or redemption of shares, buy-back of shares made during the year. Also, the Company has not issued shares with differential voting rights.

25. EMPLOYEE STOCK OPTION SCHEME

During the year, no option was granted or exercised under the Optiemus Employee Stock Option Scheme - 2016 (“Scheme”). Also, all unvested stock options have been surrendered by the holders to the Company, therefore, Nomination and Remuneration Committee in its meeting held on July 26, 2023 accorded its approval to annul the unvested ESOPs, which were surrendered to the Company. The requisite detail in this regard is also given under notes to financial statements forming part of this Annual Report.

Further, it is confirmed that the Scheme is in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and there has been no change in such Scheme during the year.

The statutory disclosures as mandated under the Act and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and a certificate from Secretarial Auditors, confirming implementation of the Scheme in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 have been hosted on the website of the Company at https://www.optiemus.com/ESOP Disclosure 2023-24.pdf and same will be available for electronic inspection by the Members during the Annual General Meeting (‘AGM’) of the Company.

26. CREDIT RATING

ICRA Limited has reaffirmed the long-term credit rating of [ICRA] BBB (Minus) and short-term credit rating of [ICRA] A3 for Non Fund based limits. The Outlook on the long-term Rating is Stable.

27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

In the opinion of Board, the Company has in place an adequate system of internal control commensurate with its size and nature of business. This system provides 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 Board has re-appointed M/s. Rohit Kishan Garg & Co., Chartered Accountants (Firm Registration No. 0016480C) as an Internal Auditors of the Company for the financial year 2023-24 and their audit reports are submitted to the Audit Committee of Board which reviews and approves performance of internal audit function and ensures the necessary checks and balances that may need to be built into the control system. The Board, in consultation with the Internal Auditors monitors and controls the major financial risk exposures.

28. CORPORATE GOVERNANCE

The Company strives to ensure that best corporate governance practices are identified, adopted and consistently followed. It is ensured that the practices being followed by the Company are in alignment with its philosophy towards Corporate Governance. The Company believes that good corporate governance is the basis for sustainable growth of the business and effective management of relationship among constituents of the system and always works towards strengthening this relationship through corporate fairness, transparency and accountability. The Company gives prime importance to reliable financial information, integrity transparency, fairness, empowerment and compliance with law in letter and spirit.

M/s. S.K. Batra & Associates, Practicing Company Secretaries have certified that the Company has complied with the mandatory requirements of corporate governance as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said certificate is annexed to this report as Annexure-7.

Further, pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section titled ‘Corporate Governance’ has been included in this Annual Report.

29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year ended March 31, 2024, as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section and forms part of this Annual Report.

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report for the year ended March 31, 2024, as stipulated under Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section and forms part of this Annual Report.

31. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year, there was no application made or any proceeding pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

32. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There was no instance of one-time settlement with any Bank or Financial Institutions.

33. IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING, THE DIRECTORS REPORT SHALL EXPLAIN THERE AS ON THEREOF

Not Applicable

34. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

35. ACKNOWLEDGEMENT

The Board of Directors wish to express their sincere appreciation for the co-operation and assistance received from the Regulatory Authorities, Stakeholders and other business associates who have extended their valuable support and encouragement during the year under review.

The Board of Directors acknowledge the hard work, dedication, commitment and co-operation of the employees of the Company. The enthusiasm and unstinting efforts of the employees have enabled the Company to continue being a leading player in the Telecom and allied products Industry.

---

Mar 31, 2023

The Directors of your Company are pleased to present the 30^th Annual Report on the business and operations of the Company along with the Audited Annual Accounts for the financial year ended March 31, 2023.

1. FINANCIAL SYNOPSIS:

Key aspects of Financial Performance of the Company for the year ended March 31, 2023 are tabulated below pursuant to the Companies (Accounts) Rules, 2014.

The consolidated performance of the Company and its subsidiaries has also been set out herein and wherever required:

(INR in Lacs except EPS)
Particulars	Standalone		Consolidated
	Year ended 31.03.2023	Year ended 31.03.2022	Year ended 31.03.2023	Year ended 31.03.2022
Revenue from operations	59,727.15	42,973.02	1,17,388.10	47,163.22
Total Expenses	60,112.42	44,707.90	1,16,787.30	50,196.30
Profit/Loss before Exceptional & Extraordinary Items, Share of Profit/Loss of Associate and Tax	4,265.06	2,577.01	6,005.52	558.39
Exceptional Items	-	-	-	-
Profit/Loss from Associates and Joint Venture	-	-	(691.68)	(89.07)
Profit/Loss Before Tax	4,265.06	2,577.01	5,313.84	469.33
Less: Tax Expense:
(1) Current Tax	(307.77)	(816.97)	(307.77)	(816.98)
(2) Deferred Tax Credit	(754.99)	13.51	(1,096.38)	181.81
(3) Taxation Adjustment of previous year (net)	277.94	79.09	277.94	73.70
Total Profit/Loss for the year	3,480.25	1,852.64	4,187.63	(92.17)
Total Comprehensive Income	3,479.50	1,857.24	4,186.89	(87.56)
Earnings per equity share	4.05	2.16	4.88	(0.10)

2. INFORMATION ON STATE OF AFFAIRS OF THE COMPANY

Financial year 2022-23 was the first year post COVID-19 disruptions with a stable business environment. During the financial year 2022-23, the overall revenue from operations increased by 38.99% from Rs. 42,973.02 Lacs (FY 2021-22) to Rs. 59,727.15 Lacs. The profit of the Company also increased from Rs. 1857.24 Lacs (FY 2021-22) to Rs. 3,479.50 Lacs. Detailed information on state of affairs of the Company is given in Management Discussion and Analysis Report forming part of this Report.

3. SUBSIDIARIES AND ASSOCIATE COMPANIES

There is no company which has become or ceased to be subsidiary company during the financial year 2022-23.

As on March 31,2023, the Company has 3 (Three) Wholly Owned Subsidiaries viz. Optiemus Infracom (Singapore) Pte Limited, GDN Enterprises Private Limited and Optiemus Electronics Limited, 2 (Two) Subsidiaries viz. FineMS Electronics Private Limited and Troosol Enterprises Private Limited and 1 (One) Associate Company viz. Teleecare Network India Private Limited.

As on March 31,2023, the Company has no material subsidiary. The Policy for determining material subsidiaries is hosted on the website of the Company under the web link https://www.optiemus.com/ policies/Policy For Determining Material Subsidiaries.pdf.

Further, in accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, the Company has prepared its consolidated financial statement including all of its subsidiaries and associate which are forming part of this Annual Report.

A Report on Performance and Financial Position of each of the Subsidiaries and Associate Companies included in the Consolidated Financial Statement is presented in a separate section in this Annual Report. Please refer Form No. AOC-1 annexed as Annexure-1 to this Report.

In terms of Section 136 of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been hosted on the Company’s website under the web link https://www.optiemus.com/annualreport.html. Further, the annual accounts of each of the said subsidiary companies of the Company have also been hosted on the Company’s website under the web link https://www.optiemus.com/subsidiaries.html.

4. TRANSFER TO RESERVES

During the year, the Board of Directors of the Company has decided not to transfer any amount to the reserves and entire amount of profit for the year forms part of the ‘Retained Earnings’.

5. DIVIDEND

The Board of Directors of the Company in its meeting dated May 26, 2023 has declared an Interim Dividend of Rs. 1.50/- (15%) per Equity Share of Rs. 10/- each for the financial year 2022-23, which has been duly paid to those shareholders who hold shares of the Company as on record date i.e. 7^th June, 2023.

Further, the Dividend Distribution Policy of the Company is available on the website of the Company and can be accessed at https://www.optiemus.com/policies/Dividend Distribution Policv.pdf.

6. DEPOSITS

During the year, the Company has not accepted any deposits within the meaning of the provisions of Section 73 of the Companies Act, 2013 and rules made thereunder.

7. CHANGE IN NATURE OF BUSINESS

Considering the future business opportunities and for expansion of business base, the Board of Directors and Shareholders in their respective meeting held on August 29, 2022 and September 29, 2022 has accorded their approval for doing the following additional business activity and incorporated the same in object clause of Memorandum of Association of the Company:

“To carry on the business of buying, selling, reselling, import, export, transporting, storing, developing, promoting, marketing or supplying, trading, dealing in any manner whatsoever in all type of goods including but not limited to, hearable, wearable, advance licensing, telecom equipment etc. on retail as well as on wholesale basis in India or elsewhere. ”

There was no other change in the nature of business of the Company during the financial year 202223.

8. MATERIAL CHANGES AND COMMITTMENT

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this Report.

9. NOMINATION AND REMUNERATION POLICY

In adherence to Section 178(1) of the Companies Act, 2013 and Regulation 19(4) read with Part D of the Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has approved a policy on Directors, Key Managerial Personnel and Senior Management Personnel’s appointment and their remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. Extract of Nomination and Remuneration Policy of the Company is given in Annexure-2 and forms part of this Report. The Policy is also available on the website of the Company and can be accessed under the web link https://www.optiemus.com/policies/Nomination And Remuneration Policy.pdf.

10. ANNUAL RETURN

In terms of Section 92 and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year 2022-23 will be available on the website of the Company at https://www.optiemus.com/annual-return.html in due course.

11. NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2022-23, the Board of Directors duly met 6 (Six) times on April 27, 2022, May 30, 2022, August 11, 2022, August 29, 2022, November 09, 2022 and February 13, 2023. Detailed information on Board Meetings is given in Corporate Governance Report forming part of this Annual Report.

Further, during the year, a separate meeting of the Independent Directors of the Company was held on February 13, 2023 to discuss and review the performance of all other Non-Independent Directors, Chairman of the Company and the Board as a whole and for reviewing and assessing the matters as prescribed under Schedule IV of the Companies Act, 2013 and Regulation 25(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

12. DIRECTORS’ RESPONSIBILITY STATEMENT

In pursuance to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, to the best of their knowledge and belief, the Directors of your Company hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(vi) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to the provisions of Section 186 of the Companies Act, 2013, complete details of Investments made, Loans/securities and Guarantee given, falling under the provisions of Section 186 of the Companies Act, 2013, are given under Note No(s). 5a, 5b, 9a, 9e, and 32b of the notes to standalone financial statements.

14. RISK MANAGEMENT FRAMEWORK

The Company has taken necessary steps for risk management including identifying risk which may threaten the existence/ operations of the Company. The Board of Directors have also constituted a Risk Management Committee to oversee the Risk Management process.

In line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has set up a Risk Management Committee to monitor the risks and their mitigating actions. The details of Risk Management Committee are provided in the Corporate Governance Report.

15. CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013, the Company has constituted Corporate Social Responsibility (“CSR”) Committee, but, the Company was not required to spend any amount towards CSR activities during the financial year 2022-23 as the average net profits of three immediately preceding financial years was negative.

As on March 31,2023, the CSR Committee comprise of the following members, namely:

Name	Designation	Position
Mr. Naresh Kumar Jain	Independent Director	Chairman
Mr. Gautam Kanjilal	Independent Director	Member
Mr. Neetesh Gupta	Non-Executive Director	Member

16. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM

Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, inter alia, provides for the mandatory requirement for all listed companies to establish a mechanism called, ‘Whistle Blower Policy’ for directors and employees to report to the management, instances of unethical behavior, actual or suspected, fraud or violation of the Company’s, code of conduct.

In compliance of the above requirements, the Company has established Vigil (Whistle Blower) Mechanism and formulated a Policy which aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy. The Vigil (Whistle Blower) Mechanism aims to ensure that the Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.

Further, the Company hereby affirms that no Director/ Employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

The Policy is hosted on the Company’s website under the web link https://www.optiemus.com/policies/ Vigil Mechanism Whistle Blower Policy.pdf.

17. DIRECTORS & KEY MANAGERIAL PERSONNEL

a. Induction, re-appointment and Resignation

During the year, the following changes took place in the composition of Directors and Key Managerial Personnel:

• Mrs. Renu Gupta, Non-Executive Director, has resigned from the post of Directorship of the Company with effect from the closure of business hours of August 29, 2022 due to her preoccupation and commitments. The Board of Directors places on record their appreciation towards Mrs. Renu Gupta’s contributions in the Company during her tenure.

• Mr. Ashok Gupta was re-appointed as a Whole-time Director, designated as Executive Chairman of the Company, for a period of further 3 (Three) years with effect from April 01, 2023 to March 31, 2026 by the shareholders of the Company in the 29^th Annual General Meeting held on September 29, 2022.

• In accordance with Section 152(6) of the Companies Act, 2013, the period of office of atleast two-third of total Directors of the Company shall be liable to retire by rotation, out of which atleast one-third Directors shall retire at every Annual General Meeting. Hence, this year, Mr. Ashok Gupta (DIN: 00277434) retires from the Board by rotation and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

The details of Directors being recommended for appointment/re-appointment as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard-2 are contained in the Notice of ensuing Annual General Meeting of the Company. Appropriate resolution seeking shareholders’ approval for the re-appointment of Director is included in the Notice of Annual General Meeting.

None of the Whole-Time Key Managerial Personnel (KMP) of the Company is holding office in any other Company as a Key Managerial Personnel.

Further, none of the Directors / KMP of the Company is disqualified under any of the provisions of the Companies Act, 2013 and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

b. Declaration by Independent Directors

The Company has received declarations from all the Independent Directors confirming and certifying that they continue to meet the criteria of independence as provided in Section 149 of the Companies Act, 2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, all the Independent Directors fulfill the conditions for appointment/ re-appointment as an Independent Director on the Board.

Further, in the opinion of the Board, all the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iii) (a) of the Companies (Accounts) Rules, 2014 and all the Independent Directors are registered in the databank of Indian Institute of Corporate Affairs.

c. Inter-se relationship of Directors

Mr. Neetesh Gupta, Non-Executive Director and Mr. Ashok Gupta, Executive Chairman are inter-related, wherein Mr. Neetesh Gupta is son of Mr. Ashok Gupta. No relationship exists between other Directors/ KMP.

d. Selection and Appointment of Directors

The charter of Nomination and Remuneration Committee of the Board empowers it to review the structure, size, composition, and diversity of the Board, evaluation of existing skills, defining gaps and making necessary recommendations to the Board.

e. Board Evaluation

The Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) requires the Annual Report to disclose the manner in which formal annual evaluation of the Board, its Committee and individual Directors is done and evaluation criteria thereof. Performance evaluation criteria for Board, Committees of the Board and Directors are placed on the Company’s website under the web link https://www.optiemus.com/ policies/Nomination And Remuneration Policy.pdf as a part of Company’s Nomination & Remuneration Policy.

Manner in which said evaluation was made by the Board is given below:

• Based on the criteria, a structured questionnaire was prepared after taking into consideration inter-alia the inputs received from the Directors (except for the Director being evaluated) for the year under review. The structured questionnaire covered various aspects of the Board’s functioning such as strategic alignment and direction, engagement alignment, composition and structure, dynamics and culture, ethical leadership and corporate citizenship, support to the Board, Committees evaluation and self-evaluation etc.

• The ratings for Non-Independent Directors were given by the Independent Directors at a separate meeting convened by them. The ratings for Independent Directors were given by all the Directors excluding the Independent Director being evaluated. The evaluation for performance of Committees was done by the entire Board.

• A consolidated summary of the ratings given by each of the directors was then prepared separately for Independent & Non-Independent Directors, based on which a report on performance evaluation was prepared in respect of the performance of the Board, Directors individually and Committee(s).

• The report on performance evaluation of Non Independent Directors so arrived at was then noted and discussed by the Nomination and Remuneration Committee.

• The performance evaluation of Individual Directors including Chairman of the Board was done in accordance with the provisions of the Companies Act, 2013 and Listing Regulations and also based on the structured questionnaire mentioned above.

f. Familiarization Programme for Independent Directors

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the applicable provisions of Companies Act, 2013 requires conduction of familiarization programme of the Independent Directors. On these lines, Board has always endeavored to keep Independent Directors updated about the latest happenings in the Company, Industry and legal framework, for which Periodic familiarization programme are conducted for the directors about nature of industry, business model, roles, rights, responsibilities of Independent Directors, update on amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, SEBI (Prohibition of Insider Trading) Regulations and Guidelines issued by SEBI regarding Board evaluation and its applicability to the Company etc.

18. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure -3 forming part of this Annual Report.

19. IMPLEMENTATION OF CORPORATE ACTION

During the year under review, the Company has complied with the specified time limit for implementation of Corporate Action.

20. AUDITORS

a) Statutory Auditors

At the 29^th Annual General Meeting held on 29^th September, 2022, the shareholders approved the re-appointment of M/s Mukesh Raj & Co., Chartered Accountants, (Firm Registration No. 016693N), as Statutory Auditors of the Company for a second term of 5 (Five) consecutive years until the conclusion of 34^th Annual General Meeting to be held in the year 2027.

The Company has received a certificate of eligibility from M/s Mukesh Raj & Co, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder and a confirmation that they continue to hold valid peer review certificate as required under Listing Regulations.

Further, the Auditors’ Report for the financial year 2022-23 does not contain any qualification, reservation or adverse remark or disclaimer. The observations of Statutory Auditors in its reports on standalone and consolidated financials are self-explanatory and therefore, do not call for any further comments. The Auditors’ Report is enclosed with the financial statements in this Annual Report. The Auditors didn’t report any fraud during the year.

b) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s S.K. Batra & Associates, Company Secretaries, was re-appointed by the Board to undertake the Secretarial Audit of the Company for the financial year 2022-23. Secretarial Audit Report for the financial year 2022-23 as given by M/s S.K. Batra & Associates in the prescribed form MR-3 is annexed to this Report as Annexure-4.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended March 31, 2023 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from M/s S.K. Batra & Associates, Secretarial Auditors and submitted to both the Stock Exchanges i.e. NSE and BSE.

c) Cost Auditor

Maintenance of cost records and audit thereof as specified by the Central Government under Section 148 of the Companies Act, 2013 is not applicable on the Company. Hence, the appointment of Cost Auditor is also not applicable on the Company.

21. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Policy on Prevention of Sexual Harassment at Workplace in line with the requirements, inter-alia, of “The Sexual Harassment of Women at Workplace (Prevention, Prohibition Redressal) Act, 2013”. An Internal Complaint Committee has been set up to consider and redress all the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed-off during the Financial Year 2022-23:

• No. of complaints pending at the beginning	: Nil
• No. of complaints received	: Nil
• No. of complaints disposed-off	: N.A.

22. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

Considering the nature of business of the Company, energy does not form a significant portion of the cost for the Company yet wherever possible and feasible, continuous efforts are being put for conservation of energy and minimize power cost. However, Capital expenditure on energy conservation equipment is not required, keeping in view the normal energy consumption in the business activity of the Company. Various steps are being taken for conservation of energy and using alternate sources of energy, to name a few:

• Advocating switching off lights and ACs when not required, turning off PCs when not in use, setting higher temperatures on air conditioners etc. to reduce consumption.

• Installed various energy saving electrical devices for saving energy.

• Puts control on usage of other electrical equipment’s.

Technology absorption

Taking into consideration the nature of Business of Company, no technology is being used.

Foreign Exchange Earnings and Outgo

The Company has continued to maintain focus on and avail of export opportunities based on economic considerations.

Foreign Exchange Earnings & Outgo details are as follows:

Foreign Exchange details	As on 31st March, 2023 (INR in Lacs)
Foreign Exchange Earnings(A) (Including deemed exports & sales through export houses)	233.79
Foreign Exchange Outgo (B)	1,177.57
Net Foreign Exchange Earnings (A-B)	(943.78)

23. RELATED PARTY TRANSACTIONS

All related party transactions are placed before the Audit Committee and the Board for its approval, as per applicable provisions of law. Prior omnibus approval of the Audit Committee is obtained as per SEBI Listing Regulations for the transactions which are foreseen and are repetitive in nature.

During the Financial Year, the Company has not entered into any materially significant related party contracts/ arrangements or transactions with the Company’s promoters, Directors, Key Managerial personnel or their relatives, which could have had a potential conflict with the interests of the Company. All the contracts/arrangements or transactions entered into by the Company with Related party(ies) are in conformity with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and in the ordinary course of business and are on arm’s length basis. In view of this, disclosure in Form AOC-2 is not applicable.

Further, suitable disclosures as required under IND AS have been made in Note 25 of the Notes to the financial statements.

The policy on Related Party Transactions as approved by the Board is hosted on the Company’s website under the web link

https://www.optiemus.com/policies/Policyon%20Materiality of Related Party Transactions and Dealing with Related Party Transaction.pdf.

24. SIGNIFICANT AND MATERIAL ORDERS

During the year, there was no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

25. SHARE CAPITAL

There was no increase / decrease in the Authorised Share Capital of the Company during the financial year.

During the Financial Year 2022-23, the Company has made an allotment of 43,000 equity shares pursuant to exercise of stock options by eligible employees under “Optiemus Employee Stock Option Scheme-2016” pursuant to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. Accordingly, the paid-up share capital of the Company increased from Rs. 85,81,41,910 to Rs. 85,85,71,910.

Further, there was no public issue, rights issue, bonus issue, sweat issue, preferential issue or redemption of shares, buy-back of shares made during the year. Also, the Company has not issued shares with differential voting rights.

26. EMPLOYEE STOCK OPTION SCHEME

The Shareholders of the Company at their Extra Ordinary General Meeting held on December 30, 2016 approved Optiemus Employee Stock Option Scheme - 2016 (“Scheme”) for the permanent employees of the Company and its subsidiary Company(ies) (present or future) in accordance with the applicable laws. As per the Scheme, the Nomination and Remuneration Committee (“Committee”), at its meeting held on July 26, 2021 granted 5,00,000 Employee Stock Options (“Options”) to the eligible employees of the Company and its subsidiary(ies), details of which are given in Annexure-5 of the Report.

Further, details of options granted and exercised are also included in the notes to accounts forming part of financial statements.

On July 06, 2022, the Nomination and Remuneration Committee has passed the resolution to align the Scheme in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Thereafter, on September 29, 2022, the shareholders passed special resolution for:

a) approval for amendment in Optiemus Employee Stock Option Scheme - 2016 for inclusion of grant of stock options to the employees of Group Company including Associate Company, in India or outside India, of the Company; and

b) approval for increase in exercise period under Optiemus Employee Stock Option Scheme -2016 i.e. from 30 days to 60 days from the date of respective vesting for all the future grants of options to be made, under the Scheme.

Further, the Board of Directors affirm that the scheme(s) has been implemented in accordance with Securities and Exchange Board of India and in accordance with the resolution of the Company passed in the General Meetings and a certificate to this effect, obtained from M/s S.K. Batra & Associates, Secretarial Auditors of the Company, will be placed before the shareholders at the ensuing Annual General Meeting.

27. CREDIT RATING

ICRA Limited has assigned the long-term credit rating of [ICRA] BBB (Minus) and a short-term credit rating of [ICRA] A3 for the credit facilities availed by the Company. The Outlook on the long-term Rating is Stable.

28. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

In the opinion of the Board, the Company has in place an adequate system of internal control commensurate with its size and nature of business. This system provides 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 Board has re-appointed M/s Rohit Kishan Garg & Co., Chartered Accountants (Firm Registration No. 0016480C) as an Internal Auditors of the Company for the financial year 2022-23 and their audit reports are submitted to the Audit Committee of Board which reviews and approves performance of internal audit function and ensures the necessary checks and balances that may need to be built into the control system. The Board, in consultation with the Internal Auditors monitors and controls the major financial risk exposures.

29. CORPORATE GOVERNANCE

The Company strives to ensure that best corporate governance practices are identified, adopted and consistently followed. It is ensured that the practices being followed by the Company are in alignment with its philosophy towards Corporate Governance. The Company believes that good corporate governance is the basis for sustainable growth of the business and effective management of relationship among constituents of the system and always works towards strengthening this relationship through corporate fairness, transparency and accountability. The Company give prime importance to reliable financial information, integrity transparency, fairness, empowerment and compliance with law in letter and spirit.

M/s S.K. Batra & Associates, Practicing Company Secretaries have certified that the Company has complied with the mandatory requirements of corporate governance as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said certificate is annexed to this report as Annexure-6.

Further, pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section titled ‘Corporate Governance’ has been included in this Annual Report.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year ended March 31, 2023, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section and forms part of this Annual Report.

31. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report for the year ended March 31,2023, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section and forms part of this Annual Report.

32. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year, there was no application made or any proceeding pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

33. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year, there was no instance of one time settlement with any Bank or Financial Institution. However, the Company has repaid all its secured debts and became a debt-free Company on standalone basis.

34. IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING, THE DIRECTORS REPORT SHALL EXPLAIN THERE AS ON THEREOF

Not Applicable

35. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

36. ACKNOWLEDGEMENT

The Board of Directors wish to express their sincere appreciation for the co-operation and assistance received from the Bankers, Financial Institutions, Regulatory Authorities, Stakeholders including Customers and other business associates who have extended their valuable support and encouragement during the year under review.

The Board of Directors acknowledge the hard work, dedication, commitment and co-operation of the employees of the Company. The enthusiasm and unstinting efforts of the employees have enabled the Company to continue being a leading player in the Telecom Industry.

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Mar 31, 2018

Dear Members,

The Directors of your Company are pleased to present the 25th Annual Report on the Business and operations of the Company along with the Audited Accounts for the financial year ended 31st March, 2018.

1. FINANCIAL SYNOPSIS:

Key aspects of Financial Performance of the Company for the year ended March 31, 2018 are tabulated below, inter-alia, pursuant to the Companies (Accounts) Rules, 2014.

The consolidated performance of the Company and its subsidiaries has also been set out herein, and wherever required.

(INR in Lacs except EPS)

Particulars	Standalone		Consolidated
	Year ended on 31.03.2018	Year ended on 31.03.2017	Year ended on 31.03.2018	Year ended on 31.03.2017
Revenue from Operations	61,032	106,339	72,299	156,130
Total Expenses	58,615	107,871	71,910	157,932
Profit before Exceptional & Extraordinary Items and Tax	3,654	1,339	2,001	1,101
Exceptional Items	-	-	-	-
Profit Before Tax	3,654	1,339	2,001	1,101
Tax Expense:
(1) Current Tax	1299	600	1,301	628
(2) Deferred Tax	(43)	(239)	(608)	(225)
(3) Taxation Adjustment of previous year (net)	(71)	3	(80)	24
Minority Interest	-	-	(456)	304
Profit After Tax	2469	975	1,388	674
Earnings per equity share	2.87	1.17	1.61	0.82

2. INFORMATION ON STATE OF AFFAIRS OF THE COMPANY

In the financial year 2017-18, your Company continued its growth momentum on key parameters. Detailed information on state of affairs of the Companies is given in Management Discussion and Analysis Report forming part of this report.

3. TRANSFER TO RESERVES

The Company is not mandatorily required to transfer its surplus to the General Reserve as no dividend has been proposed for the year 2017-18. Hence, current year profit has been proposed to be retained in the Profit and Loss Account.

4. DIVIDEND

The Board is of opinion that the Company should utilize its funds towards the operations to accelerate the growth rate. Accordingly, the Board does not recommend any dividend payment for the year 201718.

5. DEPOSITS

During the year, your Company has not accepted any deposits within the meaning of the provisions of section 73 of the Companies Act, 2013.

6. MATERIAL ORGANIZATIONAL CHANGES

Launch of Blackberry Mobile Phones

Last year your Company signed an exclusive licensing agreement with BlackBerry, by virtue of which Optiemus qualified itself to design, sell, promote and provide customer support service for BlackBerry mobile devices in India, Sri Lanka, Nepal & Bangladesh. In furtherance of the Agreement, in the period under reporting, Company has launched four (4) BlackBerry devices, viz. KEYone, Key2, Evolve and EvolveX.

Approval for Amalgamation of wholly owned Subsidiaries with the Company The Regional Director, Northern Region, Ministry of Corporate Affairs, vide its confirmation order dated April 3, 2018 approved the scheme of amalgamation between MPS Telecom Private Limited (Transferor Company-1) and Oneworld Teleservices Private Limited (Transferor Company - 2) with Optiemus Infracom Limited (Transferee Company) and their respective shareholders and creditors in terms of section 233 of Companies Act 2013 i.e. fast track route. Accordingly, the Financial Statement of the Company include full year figures of MPS Telecom Private Limited (Transferor Company-1) and Oneworld Teleservices Private Limited (Transferor Company - 2) as a result of amalgamation.

Direct Listing of Equity shares on NSE

In order to provide enhanced liquidity to the shareholders of the Company, your Company applied to National Stock Exchange of India (NSE) for listing of its equity shares on NSE under Direct listing route and approval for the same was granted on August 4, 2017 and the equity shares of the Company were listed and admitted for dealings on the exchange w.e.f. August 8, 2017. Hence, the Company is now listed on NSE as well along with BSE.

Adoption of Ind AS

Your Company has Company has for the first time adopted IND-AS with a transition date of April 1, 2016 as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act 2013 read with rule 3 of the Companies (Indian Accounting Standards) rules, 2015, Companies (Indian Accounting Standards) amendment rules 2016 and in terms of regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations , 2015 ,SEBI circular dated July 5, 2016 and other accounting principles generally accepted in India Beginning April 1, 2017.

7. EXTRACT OF ANNUAL RETURN

The extract of annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013, in the prescribed Form MGT-9 is annexed to this Report as Annexure -1. Also, Annual Return as referred to in sub-section 3 of section 134 of Companies Act, 2013 will be placed on Companies Website under web-link httpsJ/www. optiemus. com/policies, html.

8. NUMBER OF MEETINGS OF THE BOARD

There were 12 (twelve) meetings of the Board held during the year. The Maximum gap between the two meetings did not exceed 120 days. Detailed information on Board Meetings is given in Corporate Governance Report.

9. DIRECTORS’ RESPONSIBILITY STATEMENT

In pursuance to clause (c) of sub section (3) of section 134 of the Companies Act, 2013, to the best of their knowledge and belief, the Directors of your Company hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT. 2013

Details of Investments made, loans given and Guarantee given falling under the provisions of section 186 of the Companies Act, 2013 are given under Note No. 5a, 9a, 5b, 9e, and 29c of the notes to standalone financial statements.

11. RISK MANAGEMENT FRAMEWORK

Your Company has taken necessary steps for risk management including identifying risk which may threaten the existence/ operations of the Company.

12. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company approved a policy on CSR which is also hosted on Company’s website under web link https://www.optiemus.com/policies.html The detailed report on CSR is attached as Annexure-2 to this report.

13. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM

Section 177(9) of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 inter alia, provides for a mandatory requirement for all listed companies to establish a mechanism called, ‘Whistle Blower Policy’ for employees to report to the management, instances of unethical behavior, actual or suspected, fraud or violation of the company’s, code of conduct.

In compliance of the above requirements, your Company has established a Vigil (Whistle Blower) Mechanism and formulated a Policy which aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy. The Vigil (Whistle Blower) Mechanism aims to ensure that the Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.

Further, Your Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

The Policy is hosted on the Company’s website www.optiemus.com under web link http:// www. optiemus. com/policies.html.

14. DIRECTORS & KEY MANAGERIAL PERSONNEL

No change in the composition of Directors or Key Managerial Personnel took place during the period under review.

The Notice of ensuing Annual General Meeting includes a proposal seeking Members approval by way of Special Resolution for re-appointment of Mr. Gautam Kanjilal, Mr. Tejendra Pal Singh Josen and Mr. Charan Singh Gupta, as Independent Directors for period of five (5) years from expiry of their current term on 31st March, 2019. Based on performance evaluation process and consent received from each of aforesaid Directors that they meet the criteria of independence, your Board recommends their re-appointment as Independent Directors for the second term of five (5) consecutive years upon expiry of current term on 31st March, 2019.

Also, In accordance with section 152(6) of the Companies Act, 2013, the period of office of at least two-third Directors of the Company shall be liable to retire by rotation, out of which atleast one-third Directors shall retire at every Annual General Meeting. Hence, this year, Mr. Hardip Singh retires from the Board by rotation and being eligible, offers himself for re-appointment. The information as required to be disclosed under SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015 and Secretarial Standards in case of re-appointment of the director is provided in the Notice of the ensuing annual general meeting which forms part of this Annual report.

Declaration by Independent Directors

The Company has received declaration of Independence from all Independent Directors, inter-alia, pursuant to Section 149 of the Companies Act, 2013, confirming and certifying that they have complied with all the requirements of being an Independent Director of the Company.

Inter-se relationship of Directors

Ms. Renu Gupta, Non-Executive Director is a relative of Mr. Ashok Gupta, Chairman of the Company. No other Directors are related to each other. Also, there were no pecuniary transactions or relationship of the Non-Executive Directors vis-a-vis the company.

Selection and Appointment of Directors

The charter of Nomination and Remuneration Committee of the Board empowers it to review the structure, size, composition, and diversity of the Board, evaluation of existing skills, defining gaps and making necessary recommendations to the Board.

Board Evaluation

The Companies Act, 2013 and the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 requires the Annual report to disclose manner in which formal annual evaluation of the Board, its Committee and individual Directors is done and evaluation criteria thereof. Performance evaluation criteria for Board, Committees of the Board and Directors are placed on the Company’s website www.optiemus.com under the web link https://www. optiemus. com/policies.html as a part of Company’s Nomination & Remuneration Committee Policy.

Manner in which said evaluation was made by the Board is given below:

- Based on the criteria, a structured questionnaire was prepared after taking into consideration inter-alia the inputs received from the Directors (except for the director being evaluated) for the year under review. The structured questionnaire covered various aspects of the Board’s functioning such as strategic alignment and direction, engagement alignment, composition and structure, dynamics and culture, ethical leadership and corporate citizenship, support to the Board, Committees evaluation and self-evaluation etc.

- The Ratings for Non-Independent Directors were given by the Independent Directors at a separate meeting convened by them. The ratings for Independent Directors were given by all the Directors excluding the Independent Director being evaluated. The Evaluation for performance of Committees was given by the entire Board.

- A consolidated summary of the ratings given by each of the directors was then prepared separately for Independent & Non-Independent Directors, based on which a report on performance evaluation was prepared in respect of the performance of the Board, Directors individually and Committee(s).

- The report on performance evaluation of Non Independent Directors so arrived at was then noted and discussed by the Nomination and Remuneration Committee.

The performance evaluation of individual Directors including Chairman of the Board was done in accordance with the provisions of the Companies Act, 2013 and Listing Regulations and also based on the structured questionnaire mentioned above.

Familiarizing programme for Independent Directors

SEBI (Listing obligations & Disclosure Requirement) Regulations, 2015 and the applicable provisions of Companies Act, 2013 requires conduction of familiarization programme of the independent directors. On these lines, Board has always endeavored to keep Independent Directors updated about the latest happenings in the Company, Industry and legal framework, for which Periodic familiarization programmes are given on are conducted for the directors about the business operations, new avenues, industry overview, threats, opportunities and challenges in respective verticals.

15. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure -3 forming part of the Annual Report.

16. AUDITORS

Statutory Auditors

At the 24th Annual general Meeting held on 8th December, 2017, the Shareholders approved the appointment of M/s Mukesh Raj & Co. Chartered Accountants, (firm registration no. 016693N), as Statutory Auditors of the Company until the conclusion of 29th Annual General Meeting to be held in the year 2022 subject to ratification by the shareholders every year.

Pursuant to recent amendment to Section 139 of the Companies Act, 2013 effective from 7th May, 2018, ratification by Shareholders every year for the appointment of Statutory Auditors is no longer required and accordingly the Notice of the 25th Annual General Meeting does not include the proposal for seeking Shareholders approval for ratification of Statutory Auditors appointment. The Company has received certificate of eligibility from M/s Mukesh Raj & Co, in accordance with the provisions of the Companies Act, 2013 and rules made thereunder and a confirmation that they continue to hold valid peer review certificate as required under Listing Regulations.

The Auditors’ Report for financial year 2017-18 does not contain any qualification, reservation or adverse remark or disclaimer. The Auditors’ Report is enclosed with the financial statements in this Annual Report. The Auditors did not report any fraud during the year.

M/s Mukesh Raj & Co, Chartered Accountants have certified that the company has complied with the mandatory requirements of corporate governance as stipulated in Listing Regulations. The same is annexed to this report as Annexure -4.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made hereunder, the Company appointed M/s S.K. Batra & Associates, Company Secretaries in Practice (Membership number: 7714, C.P No. 8072), to undertake the secretarial audit of the Company. Secretarial Audit Report for the financial year 2017-18 as given by M/s S.K. Batra & Associates in the prescribed form MR-3 is annexed to this Report as Annexure -5.

The Secretarial Audit Report for financial year 2017-18 does not contain any qualification, reservation or adverse remark or disclaimer.

COST AUDIT

Maintaining cost records as specified by the Central Government under section 148 (1) of the Companies Act, 2013 is not applicable to your Company.

17. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements, inter-alia, of The Sexual Harassment of Women at Workplace (Prevention, Prohibition Redressal) Act, 2013. An Internal Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the Financial Year 2017-18:

- No. of complaints received : Nil

- No. of complaints disposed off : N.A.

18. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

Considering the nature of business of the Company, energy does not form a significant portion of the cost for the Company yet wherever possible and feasible, continuous efforts are being put for conservation of energy and minimize power cost. However, Capital expenditure on energy conservation equipment is not required, keeping in view the normal energy consumption in the business activity of the Company. Various Steps are being taken for conservation of energy and using alternate sources of energy, to name a few:

- Advocating switching off of lights and ACs when not required, turning off of PCs when not in use, setting higher temperatures on air conditioners etc to reduce consumption.

- Installed various energy saving electrical devices for saving energy.

- Puts control on usage of other electrical equipments.

Technology absorption

Taking into consideration the nature of Business of Company, No technology is being used.

Foreign exchange earnings and Outgo

The Company has continued to maintain focus on and avail of export opportunities based on economic considerations.

Foreign Exchange Earning & Outgo details are as follows:

*The Figures are on receipt/payment basis.

19. SUBSIDIARIES

Subsidiaries Acquired

During the year under purview, The Company acquired following subsidiaries:

1. Teleecare Network India Private Limited

2. Teleecare Network (BD) Private Limited (Step Down Subsidiary)

3. International Value Retail Private Limited (Step Down Subsidiary)

4. GDN Enterprises Private Limited (Step Down Subsidiary)

5. MPS Telecom Retail Private Limited (Step Down Subsidiary)

Subsidiaries Sold/Liquidated/Merged

During the year, following Companies ceased to subsidiaries of the Company due to liquidation:

1. MPS Telecom Private Limited - by virtue of amalgamation with Optiemus

2. Oneworld Teleservices Private Limited - by virtue of amalgamation with Optiemus

3. M/s Optiemus Metals & Mining Pte. Limited

No associate Company was acquired or sold during the year.

As on 31st March 2018, the Company has eight (8) unlisted subsidiaries, namely,

a. Optiemus Electronics Limited

b. FineMS Electronics Private Limited.

c. Teleecare Network India Private Limited

d. Optiemus Infracom (Singapore) Pte Limited

e. GDN Enterprises Private Limited

f. International Value Retail Private Limited

g. MPS Telecom Retail Private Limited

h. Teleecare Network (BD) Private Limited

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, the Company has prepared its consolidated financial statement including all of its subsidiaries, which is forming part of this report.

The highlights of financial position and performance of its subsidiaries are given in the statement containing salient features of the financial statements of the said subsidiaries in Annexure -6 to this report.

In terms of section 136 of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been hosted on the website www.optiemus.com. Further the annual accounts of each of the said subsidiary companies of the Company have also been hosted on the website www.optiemus.com. Any shareholder who may be interested in obtaining a physical copy of the aforesaid documents may write to the Company Secretary. Further, please note that the said documents will be available for examination by the shareholders of the Company at its Registered & Corporate Office during business hours.

The Company has two material unlisted Companies namely M/s Optiemus Electronics Limited and M/s Teleecare Network India Private Limited, where material subsidiary is defined in SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 to mean a subsidiary, whose income or net worth exceeds twenty percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year.

The Policy for determining ‘material’ subsidiaries is hosted on the website of the Company under the web link. https://www.optiemus.com/policies/html

20. RELATED PARTY TRANSACTIONS

There were no materially significant transactions with Related Parties during the financial year 201718 which were in conflict with the interest of the Company. During the year under reference, However, there were certain transactions with the related parties of the Company executed in ordinary course of business at arm’s length. The disclosure of such transactions as required under Companies Act, 2013 attached herewith as Annexure-7. Further, Suitable disclosures as required under IND AS have been made in Note 32 of the Notes to the financial statements.

The policy on Related Party Transactions as approved by the Board is hosted on the Company’s website under the web link https://www. optiemus. com/policies/html.

21. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

22. SHARE CAPITAL

The paid-up equity share capital as on 31st March 2018 was Rs. 85.81 Crore.

There was no public issue, rights issue, bonus issue, preferential issue or redemption of shares etc. during the year. Also, The Company has not issued shares with differential voting rights or sweat equity shares. Also, the Company has not granted any stock options during the year.

23. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Board reviews the adequacy and effectiveness of the internal finance controls from time to time. The Board, in consultation with the internal Auditors and risk management committee monitors and controls the major financial risk exposures.

24. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India’s Corporate Governance Practices and have implemented all the stipulations prescribed. Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section titled ‘Corporate Governance’ has been included in this annual report, along with the reports on Management Discussion and Analysis.

25. COMLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS

Your Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI)

26. ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Authorities, Stakeholders including Customers and other business associates who have extended their valuable support and encouragement during the year under review.

The directors also acknowledge the hard work, dedication and commitment of the employees of the Company. The enthusiasm and unstinting efforts of the employees have enabled the Company to continue being a leading player in the Telecom Industry.

On behalf of the Board of Directors

For Optiemus Infracom Limited

Place : Noida (U.P) Ashok Gupta

Date : August 29, 2018 Executive Chairman

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Mar 31, 2017

Dear Members,

The Directors of your Company are pleased to present the 24^th Annual Report on the Business and operations of the Company along with the Audited Accounts for the financial year ended 31^st March, 2017.

1. FINANCIAL SYNOPSIS:

Key aspects of Financial Performance of the Company for the year ended March 31, 2017 are tabulated below, inter-alia, pursuant to the Companies (Accounts) Rules, 2014.

The consolidated performance of the Company and its subsidiaries has also been set out herein, and wherever required.

(Rs. in Lacs)

Particulars	Standalone		Consolidated
	Year ended on 31.03.2017	Year ended on 31.03.2016	Year ended on 31.03.2017	Year ended on 31.03.2016
Total Revenue	109,160	191,955	158,984	193,137
Total Expenses	107,807	189,154	157,878	190,850
Profit before Exceptional & Extraordinary Items and Tax	1,353	2,801	1,106	2,287
Exceptional Items	-	-	-	-
Profit Before Tax	1,353	2,801	1,106	2,287
Tax Expense:
(1) Current Tax	601	1,330	629	1,330
(2) Deferred Tax	(239)	(325)	(193)	(325)
(3) Taxation Adjustment of previous year (net)	3	(12)	(20)	(12)
Minority Interest	-	-	(10)	-
Profit After Tax	988	1,808	680	1,294
Earnings per equity share	1.15	2.11	0.79	1.51

2. INFORMATION ON STATE OF AFFAIRS OF THE COMPANY

In the financial year 2016-17, your Company continued its growth momentum on key parameters, despite sluggish growth/downturn witnessed by industry across country. Detailed information on state of affairs of the Companies is given in Management Discussion and Analysis Report forming part of this report.

3. TRANSFER TO RESERVES

The Company is not mandatorily required to transfer its surplus to the General Reserve as no dividend has been proposed for the year 2016-17. Hence, current year profit has been proposed to be retained in the Profit and Loss Account.

4. DIVIDEND

The Board is of the opinion that the Company should utilize its funds towards the operations to accelerate the growth rate. Accordingly the Board does not recommend any dividend payment for the year 2016-17.

5. DEPOSITS

During the year, your Company has not accepted any deposits within the meaning of the provisions of section 73 of the Companies Act, 2013.

6. MATERIAL ORGANIZATIONAL CHANGES

Licensing Agreement with Blackberry

Being highly competitive,the telecom Industry is undergoing rapid changes due to the pace of developments in technology and innovation in business models. Moving in the same direction, Optiemus has very recently joined hands with Canada based Mobile brand “Blackberry”. Having signed an Exclusive licensing agreement with Blackberry, Optiemus has qualified itself to design, sell, promote and provide customer support service for blackberry mobile devices in India, Sri Lanka, Nepal & Bangladesh. Blackberry Limited will provide its unparalleled software and security solution, which will give Optiemus a new platform to keep the innovation alive in this world’s fastest growing smartphone market and create an affluence for its shareholders.

Ongoing Corporate Restructuring

With a view to offer a strong financial structure to the stakeholders of the Company, achieving better cash flows and to maintain lean organizational structure and better administrative control it is intended to merge two of your Company’s subsidiaries, viz, M/s MPS Telecom Private Limited & M/s Oneworld Teleservices Private Limited. Draft Scheme of Amalgamation has also been proposed in the notice of the AGM for approval of Members. Disclosures like Scheme of Amalgamation, Financials of Transferor Companies and other relevant information is annexed to notice.

Direct Listing of Equity shares on NSE

in order to provide enhanced liquidity to the shareholders of the Company, your Company applied to National Stock Exchange of India (NSE) for listing of its equity shares on NSE under Direct listing route and approval for the same was granted on August 4, 2017 and the equity shares of the Company were listed and admitted for dealings on the exchange w.e.f. August 8, 2017. Hence, the Company is now listed on NSE as well along with BSE.

7. EXTRACT OF ANNUAL RETURN

The extract of annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013, in the prescribed Form MGT-9 is annexed to this Report as Annexure -1.

8. NUMBER OF MEETINGS OF THE BOARD

There were 14 (fourteen) meetings of the Board held during the year. The Maximum gap between the two meetings did not exceed 120 days. Detailed information on Board Meetings is given in Corporate Governance Report.

9. DIRECTORS’ RESPONSIBILITY STATEMENT

In pursuance to clause (c) of sub section (3) of section 134 of the Companies Act, 2013, to the best of their knowledge and belief, the Directors of your Company hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Investments and loans given falling under the provisions of section 186 of the Companies Act, 2013 are given under Note No. 12 & 14 of the notes to standalone financial statements. The Company has given corporate guarantee to one of its subsidiary, namely, M/s Optiemus Electronics Limited against a loan of Rs.22 crores from Indusind Bank.

11. RISK MANAGEMENT FRAMEWORK

Given the diversified scale of operations, your Company has put in place a framework and adopted an enterprise risk management policy. The Company had in place a Risk Management Committee to assist the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of strategic, operational, and in order to timely assess & thereafter minimize the risk involved.The details of the Risk Management framework are provided as a part of Management Discussion and Analysis report.

12. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company approved a policy on CSR which is also hosted on Company’s website under web link http://www.optiemus.com/policies.

The detailed report on CSR is attached as Annexure-2 to this report.

13. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM

Section 177(9) of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 inter alia, provides for a mandatory requirement for all listed companies to establish a mechanism called, ‘Whistle Blower Policy’ for employees to report to the management, instances of unethical behavior, actual or suspected, fraud or violation of the company’s, code of conduct.

In compliance of the above requirements, your Company has established a Vigil (Whistle Blower) Mechanism and formulated a Policy which aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy. The Vigil (Whistle Blower) Mechanism aims to ensure that the Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.

Further, Your Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

The Policy is hosted on the Company’s website www.optiemus.com under web link http:// www. optiemus. com/policies.

14. DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with section 152(6) of the Companies Act, 2013, the period of office of at least two-third Directors of the Company shall be liable to retire by rotation, out of which atleast one-third Directors shall retire at every Annual General Meeting. Hence, this year, Mr. Ashok Gupta retires from the Board by rotation and being eligible, offers himself for re-appointment. The information as required to be disclosed under SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015 and Secretarial Standards in case of re-appointment of the director is provided in the Notice of the ensuing annual general meeting which forms part of this Annual report.

Declaration by Independent Directors

The Company has received Certificate of Independence from all Independent Directors, inter-alia, pursuant to Section 149 of the Companies Act, 2013, confirming and certifying that they have complied with all the requirements of being an Independent Director of the Company.

Inter-se relationship of Directors

Ms. Renu Gupta, Non-Executive Director is a relative of Mr. Ashok Gupta, Executive Chairman of the Company. No other Directors are related to each other. Also, there were no pecuniary transactions or relationship of the Non-Executive Directors vis-a-vis the company.

Selection and Appointment of Directors

The charter of Nomination and Remuneration Committee of the Board empowers it to review the structure, size, composition, and diversity of the Board, evaluation of existing skills, defining gaps and making necessary recommendations to the Board.

Board Evaluation

The Companies Act, 2013 and the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 requires the Annual report to disclose manner in which formal annual evaluation of the Board, its Committee and individual Directors is done and evaluation criteria thereof. Performance evaluation criteria for Board, Committees of the Board and Directors are placed on the Company’s website www.optiemus.com under the web link http://www.optiemus.com/policies as a part of Company’s Nomination & Remuneration Committee Policy.

Manner in which said evaluation was made by the Board is given below:

- Based on the criteria, a structured questionnaire was prepared after taking into consideration inter-alia the inputs received from the Directors (except for the director being evaluated) for the year under review. The structured questionnaire covered various aspects of the Board’s functioning such as strategic alignment and direction, engagement alignment, composition and structure, dynamics and culture, ethical leadership and corporate citizenship, support to the Board, Committees evaluation and self-evaluation etc.

- The Ratings for Non-Independent Directors were given by the Independent Directors at a separate meeting convened by them. The ratings for Independent Directors were given by all the Directors excluding the Independent Director being evaluated. The Evaluation for performance of Committees was given by the entire Board.

- A consolidated summary of the ratings given by each of the directors was then prepared separately for Independent & Non-Independent Directors, based on which a report on performance evaluation was prepared in respect of the performance of the Board, its Committees and Directors during the year under review.

- The report on performance evaluation of Non Independent Directors so arrived at was then noted and discussed by the Nomination and Remuneration Committee and that of Individual Directors and committees Board at their respective meetings.

The performance evaluation of individual Directors including Chairman of the Board was done in accordance with the provisions of the Companies Act, 2013 and Listing Regulations and also based on the structured questionnaire mentioned above.

Familiarizing programme for Independent Directors

SEBI (Listing obligations & Disclosure Requirement) Regulations, 2015 and the applicable provisions of Companies Act, 2013, requires conduction of familiarization programme of the independent directors. On these lines, Board has always endeavored to keep Independent Directors updated about the latest happenings in the Company, for which Periodic familiarization programmes are conducted for the directors about the business operations, new avenues, industry overview, threats, opportunities and challenges in respective verticals.

15. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure -3 forming part of the Annual Report.

16. AUDITORS

Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made thereunder, the current Statutory Auditors of the Company, M/s RMA & Associates, Chartered Accountants (registration number: 000978N) were appointed by the shareholders at the 21^st annual general meeting to hold office until the conclusion of the 25^thannual general meeting, subject to ratification by shareholders at each annual general meeting. However, they resigned from the office of Statutory Auditors of the Company w.e.f. December 13, 2016, due to unavoidable circumstances, resulting into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by section 139(8) of the Act.

Accordingly, The Audit Committee and the Board of Directors in their respective meetings recommended to appoint M/s Mukesh Raj & Co. Chartered Accountants (Firm Registration No. 016693N), as Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s. RMA & Associates. Consequently, in the process of Postal Ballot conducted by the Company (through postal ballot notice dated February 14, 2017), the shareholders, by passing Ordinary resolution, approved the appointment of M/s Mukesh Raj & Co. to be appointed as Statutory Auditors of the Company to hold office upto the conclusion of ensuing Annual General Meeting.

In terms of section 139 of the Companies Act, 2013, since a Statutory Auditor has to be appointed for a period of five years at a time, subject to ratification by shareholders at every Annual General meeting, your Company proposed to appoint M/s Mukesh Raj & Co. (firm registration no. 016693N) as the Statutory Auditors of your Company for a term of 5 years commencing from the conclusion of the ensuing Annual General Meeting till the conclusion of the 29^thAnnual General Meeting of the Company to be held in the calendar year 2022. The Company has received written consent and confirmation from M/s Mukesh Raj & Co. to the effect that their appointment, if made, would be within the limits prescribed under Section 141 of the Act, and rules framed thereunder and that they satisfy the criteria provided there. Also, the Statutory Auditors have confirmed that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and that they hold a valid certificate issued by the Peer Review Board of ICAI.

Accordingly, Ordinary Resolution is proposed for the consideration and approval of members in the notice forming part hereto.

The statutory audit report submitted by M/s Mukesh Raj & Co. for FY 2016-17 does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditors. The Auditors did not report any fraud during the year.

M/s Mukesh Raj & Co, Chartered Accountants have certified that the company has complied with the mandatory requirements of corporate governance as stipulated in Listing Regulations. The same is annexed to this report as Annexure -4.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made hereunder, the Company appointed M/s S K Batra & Associates, Company Secretaries in Practice (Membership number: 7714, C.P. No. 8072), to undertake the secretarial audit of the Company. Secretarial Audit Report for the financial year 2016-17 as given by M/s S.K. Batra & Associates in the prescribed form MR-3 is annexed to this Report as Annexure -5

The Adverse remarks contained in Secretarial Audit Report for the year under review and Company’s reply thereto is as follows:

Adverse Remark

Company Reply

Managerial Remuneration has been paid in excess of the limits prescribed in section 197 of the companies Act 2013 read with Schedule V of the Act although the company is in the process of applying waiver from the Central government.

Major reform announced by Government to demonetize of two highest demonization notes created bearish momentum in near term adversely impacting all sectors and industries, Telecom Industry being one of them which resulted in low sales volume of mobile handset. resulting in low profits and inadequate profits. However, considering the contribution of Manegerial personnel, Company is already in process of applying waiver of access remuneration paid, and in this regard a special resolution seeking approval of shareholders for waiver of such excess remuneration paid has been proposed in the notice of the Annual General Meeting forming part of this report. Once approval of members is obtained, application to Central Government shall be made.

The Company has not expended on account of CSR (Corporate Social Responsibility) as per the provisions of section 135 of the Act. However in accordance with section 134(3)(o) of the Act the Company has disclosed all the relevant information about its CSR Policy and its implementation including the reasons of non-spending.

The Company could not spend requisite amount as no appropriate trust(s)/NGO for spending allocated amount could be found on the projects as were discussed and decided by the Committee and the Board. However, the Company shall create a provision of setting aside the unspent amount.

17. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements, inter-alia, of The Sexual Harassment of Women at Workplace (Prevention, Prohibition Redressal) Act, 2013. An Internal Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the Financial Year 2016-17:

- No. of complaints received : Nil

- No. of complaints disposed off : N.A.

18. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

Considering the nature of business of the Company, energy does not form a significant portion of the cost for the Company yet wherever possible and feasible, continuous efforts are being put for conservation of energy and minimize power cost. However, Capital expenditure on energy conservation equipment is not required, keeping in view the normal energy consumption in the business activity of the Company. Various Steps are being taken for conservation of energy and using alternate sources of energy, to name a few:

- Advocating switching off of lights and ACs when not required, turning off of PCs when not in use, setting higher temperatures on air conditioners etc to reduce consumption.

- Installed various energy saving electrical devices for saving energy.

- Puts control on usage of other electrical equipments.

Technology absorption

Taking into consideration the nature of Business of Company, No technology is being used.

Foreign exchange earnings and Outgo

The Company has continued to maintain focus on and avail of export opportunities based on economic considerations.

19. SUBSIDIARIES

As on 31^st March 2017, the Company has six unlisted subsidiaries, namely,

i. Oneworld Teleservices Private Limited

ii. Optiemus Electronics Limited

iii. FineMS Electronics Private Limited

iv. MPS Telecom Private Limited

v. Optiemus Infracom (Singapore) Pte. Limited

vi. Optiemus Metals & Mining Pte. Limited

Subsidiaries Added

During the year under purview, The Company acquired two subsidiaries, namely, M/s Fine MS Electronics Private Limited which is incorporated on 9^th July, 2016 as a Joint venture between the Company and M/s SC Finetechnix Private Limited. FineMS is engaged in the business of manufacturing of Mobile and allied accessories. Optiemus holds 60% of the Equity Share Capital in the Company. Another Company which became wholly owned subsidiary of Optiemus is M/s MPS Telecom Private Limited. Currently MPS is engaged in the distribution business of HTC Branded Mobile Phones in India for General Trade (North, West & South). 100% equity shares of the Company were acquired for all-cash deal, with a view to merge MPS in Optiemus Infracom Limited in terms of Section 233 of the Companies Act, 2013 under fast track route.

Subsidiaries Sold/Liquidated

During the year, the Company divested its entire stake in M/s Kishore Exports India Private limited. Also, M/s Optiemus Infracom International Fze, Company incorporated in UAE as a wholly owned subsidiary of the Company got dissolved in the reporting period.

No associate Company was acquired or sold during the year.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, the Company has prepared its consolidated financial statement including all of its subsidiaries, which is forming part of this report.

The highlights of financial position and performance of its subsidiaries are given in the statement containing salient features of the financial statements of the said subsidiaries in Annexure -6 to this report.

In accordance with Section 136 of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been hosted on the website www.optiemus.com. Further the annual accounts of each of the said subsidiary companies of the Company have also been hosted on the website www.optiemus.com. Any shareholder who may be interested in obtaining a physical copy of the aforesaid documents may write to the Company Secretary. Further, please note that the said documents will be available for examination by the shareholders of the Company at its Registered & Corporate Office during business hours.

The Company has two material unlisted Companies namely M/s Optiemus Electronics Limited and M/s MPS Telecom Private Limited, where material subsidiary is defined in SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 to mean a subsidiary, whose income or net worth exceeds twenty percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year.

The Policy for determining ‘material’ subsidiaries is hosted on the website of the Company under the web link.http://www. optiemus. com/policies.

20. RELATED PARTY TRANSACTIONS

There were no materially significant transactions with Related Parties during the financial year 201617 which were in conflict with the interest of the Company. During the year under reference, However, there were certain transactions with the related parties of the Company executed in ordinary course of business at arm’s length. The disclosure of such transactions as required under Companies Act, 2013 attached herewith as Annexure-7. Further, Suitable disclosures as required under AS-18 have been made in Note 32 of the Notes to the financial statements.

The policy on Related Party Transactions as approved by the Board is hosted on the Company’s website under the web link http://www.optiemus.com/policies

21. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

22. SHARE CAPITAL

The paid-up equity share capital as on 31 March, 2017 was Rs. 85.81 Crore.

There was no public issue, rights issue, bonus issue, preferential issue or redemption of shares etc. during the year. Also, The Company has not issued shares with differential voting rights or sweat equity shares.With regard to Stock Options, The Company has in its Extra-Ordinary General Meeting held on December 30, 2016, interalia, obtained approval of the shareholders of the Company by way of Special Resolution for approval of ‘Optiemus Employees Stock Option Scheme 2016’, but the Company has not granted any stock Options during the year.

23. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Board reviews the adequacy and effectiveness of the internal finance controls from time to time. The Board, in consultation with the internal Auditors and risk management committee monitors and controls the major financial risk exposures.

24. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India’s Corporate Governance Practices and have implemented all the stipulations prescribed.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section titled ‘Corporate Governance’ has been included in this annual report, along with the reports on Management Discussion and Analysis.

25. ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Authorities, Stakeholders including Customers and other business associates who have extended their valuable support and encouragement during the year under review.

The directors also acknowledge the hard work, dedication and commitment of the employees of the Company. The enthusiasm and unstinting efforts of the employees have enabled the Company to continue being a leading player in the Telecom Industry.

On behalf of the Board of Directors

For Optiemus Infracom Limited

Place : Noida (U.P.) Ashok Gupta

Date : November 11, 2017 Executive Chairman

---

Mar 31, 2015

Dear Members,

The Directors of your Company are pleased to present the 22nd Annual Report on the Business and

operations of the Company along with the Audited Accounts for the financial year ended 31st March, 2015.

1. FINANCIAL SYNOPSIS:

(in Lacs except for EpS)

Particulars Year ended on Year ended on 31.03.2015 31.03.2014

Revenue from Operations 255,647 410,444

Total Expenses 252,023 403,428

Profit before Exceptional & Extraordinary Items and Tax 4,448 7,670

Exceptional Items - -

Profit Before Tax 4,514 7,670

Tax Expense:

(1) Current Tax 2,097 2,519

(2) Deferred Tax (554) 120

(3) Taxation Adjustment of previous year (net) 12 20

Profit After Tax 2,960 5,011

Earnings per equity share 3.45 5.84

- figures on standalone basis

2. INFORMATION ON STATE OF AFFAIRS OF THE COMPANY

During the fiscal year, amidst the sturdy Competition in the telecom Industry, the Company witnessed a bumpy ride throughout the year but has been constantly endeavoring to sustain itself in the market by expanding its horizons in other markets. The detailed information on the state of affair of the Company is covered in the Management Discussion and Analysis Report forming part of this report.

3. TRANSFER TO RESERVES

The Company is not mandatorily required to transfer its surplus to the General Reserve as no dividend has been proposed for the year 2014-15. Hence, current year Profit has been proposed to be retained in the Profit and Loss Account.

4. DIVIDEND

The Board is of the opinion that the Company should utilize its funds towards the operations to accelerate the growth rate. Accordingly the Board does not recommend any dividend payment for the year 2014-15.

5. DEPOSITS

During the year, your Company has not accepted any deposits within the meaning of the provisions of section 73 of the Companies Act, 2013.

6. MATERIAL ORGANIZATIONAL CHANGES

Though the Telecom sector is rapidly growing and achieving new heights in Indian economy but the business of Samsung has seen a major decline during the first half year of 2014.The Market of Samsung mobile was earlier dominated by organized trade which had an overall share of nearly 25% of total business volume. Later on, when the Online Channels showed their presence, they started offering predatory pricing of Samsung mobile. This resulted in stupendous growth in the business volume in Online Channel compared to the organized trade and the organized trade lost its market share by nearly 50%. Since Optiemus deals only with OT channel, the impact has been most pronounced on us as well.

There was a continuous decline in the business volume of Samsung Mobiles from the last one year. This situation arose due to intense competition by the other brands who started offering the phone of almost similar configuration at a very competitive price which drove out the customer away from Samsung Mobiles. Therefore, the sales volume of Samsung Mobiles faced huge drop in comparison to First Half of previous year 2013 over the first half of current year 2014, which is approximately 25-30%. This fact is well known worldwide.

In response to this downfall Optiemus has made serious efforts to shift its focus from topline business activities to bottom line activities thereby focusing on its own brand 'Molife' which is potentially capable to achieve growth in many folds and also to cover up the loss of revenue occurred in the immediate near future. Keeping its pace with the market trend, the Company is inclining towards online trade of its products for wider reach all across the country. Whilst this, Despite of loss of revenue and decline in sales for the current year 2014-15, Company has shown positive approach in maintaining its financial affairs and has maintained increased EBITA level of Rs. 11781 Lacs over the last year EBITA level, which clearly depicts the measures being put by your Company towards giving a new strategic Direction to the business, keeping aligned with the market momentum.

7. EXTRACT OF ANNUAL RETURN

The extract of annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013, in the prescribed Form MGT-9 is annexed to this Report as Annexure -1.

8. NUMBER OF MEETINGS OF THE BOARD

There were 9 meetings of the Board held during the year. The Maximum gap between the two meetings did not exceed 120 days. Detailed information on Board Meetings is given in Corporate Governance Report.

9. DIRECTORS' RESPONSIBILITY STATEMENT

In pursuance to clause (c) of sub section (3) of section 134 of the Companies Act, 2013, to the best of their knowledge and belief, the Directors of your Company hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

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

(iv) the directors had prepared the annual accounts on a going concern basis;

(v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013 Details of loans and investments falling under the provisions of section 186 of the Companies Act, 2013 are given under Note No. 10 & 11 of the notes to standalone financial statements.

11. RELATED PARTY TRANSACTIONS

There were no materially significant transactions with Related Parties during the financial year 2014-15 which were in conflict with the interest of the Company. During the year under reference, the Company has not entered into any transaction with any related party, whether material or not in terms of the section 188 of Companies Act, 2013 and proviso to revised Clause 49 VII C of the Listing Agreement. Suitable disclosures as required under AS-18 have been made in Note 25 of the Notes to the financial statements.

The policy on Related Party Transactions as approved by the Board is hosted on the Company's website under the web link http://www.optiemus.com/investor-desk/policies

12. RISK MANAGEMENT FRAMEWORK

To assist the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of strategic, operational, and in order to timely assess & thereafter minimize the risk involved, The Risk Management Committee was implemented which oversees the Risk Management process including risk identification, impact assessment, effective implementation of the mitigation plans and Risk reporting. The details of the Risk Management framework are provided as a part of Management Discussion and Analysis report.

13. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company approved a policy on CSR which is also hosted on Company's website under web link http://www.optiemus.com/investor-desk/policies As a part of CSR initiatives, your Company during the financial year 2014-15 has amongst other activities, undertaken projects in areas of promoting Education and social & Economic welfare of the society. These projects are in accordance with schedule VII of the Companies Act, 2013.

The report on CSR is attached as Annexure-2 to this report.

14. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM

Section 177(9) of Companies Act, 2013 and clause 49 of the Listing Agreement, inter alia, provides for a mandatory requirement for all listed companies to establish a mechanism called, 'Whistle Blower Policy' for employees to report to the management, instances of unethical behavior, actual or suspected, fraud or violation of the company's, code of conduct.

In compliance of the above requirements, your Company has established a Vigil (Whistle Blower) Mechanism and formulated a Policy which aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy. The Vigil (Whistle Blower) Mechanism is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.

Further, Your Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

The Policy is hosted on the Company's website under web link http://www.optiemus.com/investor-desk/ policies

15. DIRECTORS & KEY MANAGERIAL PERSONNEL

Non-Executive Directors

Pursuant to section 149(4) of the Companies Act, 2013, every listed company is required to appoint at least one third of its directors as independent directors. The Board already has one half of its directors in the category of independent directors in terms of clause 49 of the Listing Agreement. The Board appointed the existing independent directors under clause 49 as 'Independent directors' pursuant to Companies Act, 2013 as well. The members at the annual general meeting held on 30th September, 2014, approved the appointment of the existing independent directors for a term of 5 years effective from 1st April 2014. There was no change in the composition of Independent Directors of the Company.

Independent Directors of the Company as on this date are:

Mr. Gautam Kanjilal

Mr. Tejendra pal Singh Josen

Mr. Charan Singh Gupta

The Company has received Certificate of Independence from all Independent Directors, inter-alia, pursuant to Section 149 of the Companies Act, 2013, confirming and certifying that they have complied with all the requirements of being an Independent Director of the Company.

Other than Independent Directors, Mrs. Renu Gupta, a Non-Executive woman Director was also appointed on the Board in 2014-15 whose appointment was ratified by the shareholders at the 21st Annual General Meeting held on September 30, 2014.

In pursuance of section 164(2) read with the Companies (Appointment and Qualification of Directors) rules 2014, Mrs. Gupta has submitted her declaration to the effect that she is not disqualified from being re-appointed as a Director.

There were no pecuniary transactions or relationship of the Non-Executive Directors vis-à-vis the company.

Executive Directors

As on the date of report, your Company has three (3) executive Directors, namely, Mr. RavinderZutshi, Mr. Ashok Gupta and Mr. Hardip Singh. The brief profile of each Director is provided in the Corporate Governance Report forming part of this annual report.

During the period under preview, Mr. Ashok Gupta stepped down from the position of Managing Director w.e.f. August 17, 2015 while continuing on the board as Executive Director and Chairman of the Company. Mr. Ravinder Zutshi, who was appointed as Additional Director, assumed the office of Managing Director w.e.f. July 31, 2015.

However, the appointment of Mr. Zutshi is subject to the ratification by the shareholders. The resolution for regularization & ratification is put for approval of the Shareholders in the notice of ensuing Annual General Meeting.

In accordance with section 152(6) of the Companies Act, 2013, the period of office of at least two- third Directors of the Company shall be liable to retire by rotation. Hence, pursuant to change in the composition of the Board with the appointment of Mr. Zutshi, and thereby, to align the composition in compliance with the provisions of Section 152 of the Companies Act, 2013, it is proposed that the terms of appointment of Mr. Ashok Gupta be amended to provide that his office shall be liable to retire by rotation.

In light of the provisions of the Companies Act, 2013, Mr. Hardip Singh retires from the Board by rotation this year and being eligible, offers himself for re-appointment. The information as required to be disclosed under clause 49 of the Listing Agreement in case of re-appointment of the director is provided in the Notice of the ensuing annual general meeting.

Inter-se relationship of Directors

Mrs. Renu Gupta, Non-Executive Director is a relative of Mr. Ashok Gupta, Executive Chairman of the Company. No other Directors are related to each other.

key managerial personnel

Pursuant to section 203 of the Companies Act, 2013, following officers are the Key Managerial Personnel of the Company:

Mr. Ravinder Zutshi, Managing Director

Mr. Hardip Singh, Whole Time Director

Mr. Vikas Chandra, Company Secretary & Compliance Officer

Mr. Parveen Sharma, Chief Financial Officer

During the reporting year, Mr. Ravinder Zutshi was appointed as Managing Director and subsequently Key Managerial Personnel in place of Mr. Ashok Gupta.

The Board affrms the Compliances with the code of Conduct set out for Board, Senior Management and other employees. A declaration to affrm the compliance of code of Conduct is attached with the Annual Report as a part of Corporate Governance Report.

Selection and Appointment of Directors

The charter of Nomination and Remuneration Committee of the Board empowers it to review the structure, size, composition, and diversity of the Board, evaluation of existing skills, defning gaps and making necessary recommendations to the Board.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its performance, of the Directors individually as well as the evaluation of the working of its Committees. Manner in which such formal annual evaluation was made by the Board is given below:

- Performance evaluation criteria for Board, Committees of the Board and Directors were approved by the Board at its meeting held on 14th August, 2014. The criteria are placed on the Company's website www.optiemus.com under the web link http://www.optiemus.com/investor-desk/policies as a part of Company's Nomination & Remuneration Committee Policy.

- Based on the criteria a structured questionnaire was prepared after taking into consideration inter- alia the inputs received from the Directors (except for the director being evaluated) for the year under review. The structured questionnaire covered various aspects of the Board's functioning such as strategic alignment and direction, engagement alignment, composition and structure, dynamics and culture, ethical leadership and corporate citizenship, support to the Board, Committees evaluation and self-evaluation etc.

- The Ratings for Non-Independent Directors were given by the Independent Directors. The ratings for Independent Directors were given by all the Directors excluding the Independent Director being evaluated. The Ratings for performance of Committee was given by the entire Board.

- A consolidated summary of the ratings given by each of the directors was then prepared separately for Independent & Non-Independent Directors, based on which a report of performance evaluation was prepared in respect of the performance of the Board, its Committees and Directors during the year under review.

- The report of performance evaluation so arrived at was then noted and discussed by the Nomination and Remuneration Committee and Board at their respective meetings.

- In pursuance of the Clause 49 of the Listing Agreement, as per the report of performance evaluation, the Board has to determine, inter alia, whether to continue the term of appointment of the independent director. During the year under review, there was no occasion to decide on the continuance of the term of appointment of any of the independent directors and hence the question of taking a decision on their re-appointment did not arise.

The performance evaluation of individual Directors including Chairman of the Board was done in accordance with the provisions of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement and also based on the structured questionnaire mentioned above.

Familiarizing programme for Independent Directors

The Company had provided Suitable Training and guidance to Independent Directors to familiarize them with the company , their roles, rights, responsibilities in the company, and also to understand the nature of Industry in which company operates and business activities etc. of the company.

Wherein, the Company held various familiarization programmes for the Independent Directors throughout the year on an ongoing and continuous basis. Some of the familiarization programmes carried out during the year was as under:- - Various presentations were made by business heads of the Company and its various subsidiaries from time to time on different functions and areas.

- Deliberations were held and presentations were made from time to time on major developments in the areas of the new Companies Act, 2013, the new clause 49 of the Listing Agreement and other applicable laws.

16. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure-3 forming part of the Annual Report. There are no employees drawing remuneration in excess of the limits set out in the said Rules during the financial year apart from Mr. Ashok Gupta, Executive Chairman. The details of his remuneration is given in MGT-9 as annexed to this report under Annexure-1.

17. AUDITORS

Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made thereunder, the current Statutory Auditors of the Company, M/s RMA & Associates, Chartered Accountants (registration number: 000978N) were appointed by the shareholders at the 21st annual general meeting to hold office until the conclusion of the 25th annual general meeting, subject to ratification by shareholders at each annual general meeting.

Thus, the members are requested to ratify the appointment of M/s RMA & Associates, Chartered Accountants (registration number: 000978N) as statutory auditors of the Company and to fix their remuneration for the year 2015-16.

In compliance with section 139 of the Companies Act, 2013, the Auditors have given the Certificate of eligibility for being re-appointed. Also, as required under revised Clause 41 (I) (h) of the Listing Agreement, the Statutory Auditors have confirmed that they have subjected themselves to the peer review process of the Institute of Chartered Accountants of India (ICAI) and that they hold a valid certificate issued by the Peer Review Board of ICAI.

The statutory audit report does not contain any qualification, reservation or adverse remark or disclaimer made by statutory auditors. The Auditors did not report any fraud during the year.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made hereunder, the Company appointed M/s S K Batra & Associates, Company Secretaries in Practice (Membership number: 7714, C.P. No. 8072), to undertake the secretarial audit of the Company. Secretarial Audit Report for the financial year 2014-15 as given by M/s S.K.Batra & Associates in the prescribed form MR-3 is annexed to this Report as Annexure -4

The Secretarial Audit Report for the year under review does not contain any qualification, reservation or adverse remark or disclaimer made by the secretarial auditor.

18. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements, inter-alia, of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the Financial Year 2014-15:

- No. of complaints received : Nil

- No. of complaints disposed off : Nil

19. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy

Considering the nature of business of the Company, energy does not form a significant portion of the cost for the Company yet wherever possible and feasible, continuous efforts are being put for conservation of energy and minimizing power cost. However, Capital expenditure on energy conservation equipment is not required, keeping in view the normal energy consumption in the business activity of the Company. Various Steps are being taken for conservation of energy and using alternate sources of energy, to name a few:

- Advocating switching off of lights and ACs when not required, turning off of PCs when not in use, setting higher temperatures on air conditioners etc to reduce consumption.

- Installed various energy saving electrical devices for saving energy.

- Puts control on usage of other electrical equipments.

Technology absorption

Taking into consideration the nature of Business of Company, No technology is being used.

Foreign exchange earnings and Outgo

The Company has continued to maintain focus on and avail of export opportunities based on economic considerations. During the year the Company has exports (FOB value) worth Rs. 76,104 lacs.

Foreign Exchange Earning & Outgo details are as follows:

20. SUBSIDIARIES

As on 31st March 2015, the Company has fve unlisted subsidiaries, namely,

i. Oneworld Teleservices Private Limited

ii. Kishore Exports India Private Limited

iii. Optiemus Infracom (Singapore) Pte. Limited

iv. Optiemus Metals & Mining Pte. Limited

v. Optiemus Infracom International FZE

During the year under purview, The Company acquired additional 40% stake in Kishore Exports India Private Limited, apart from the 50% stake already held, thereby, making it Subsidiary of your Company.

In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, the Company has prepared its consolidated financial statement including all of its subsidiaries, which is forming part of this report.

The financial position and performance of its subsidiaries are given in the statement containing salient features of the financial statements of the said subsidiaries in Annexure -5 to this report. In accordance with Section 136 of the Companies Act, 2013, the Annual Report of the company, containing therein its standalone and the consolidated financial statements has been hosted on the website www.optiemus. com. Further the annual accounts of each of the said subsidiary companies of the Company have also been hosted on the website www.optiemus.com.

Any shareholder who may be interested in obtaining a physical copy of the aforesaid documents may write to the Company Secretary at the Company's Registered Office. Further, please note that the said documents will be available for examination by the shareholders of the Company at its Registered Office during business hours.

The Company does not have any material unlisted Company as defned under Clause 49 of the Listing Agreement. The Policy for determining 'material' subsidiaries is hosted on the website of the Company under the web link http://www.optiemus.com/investor-desk/policies

21. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

22. SHARE CAPITAL

The paid-up equity share capital as on 31st March 2015 was Rs. 85.81Crore.

There was no public issue, rights issue, bonus issue, preferential issue or redemption of shares etc. during the year. Also, The Company has not issued shares with differential voting rights, sweat equity shares nor has it granted any stock options.

23. ADEQuACY OF INTERNAL FINANCIAL CONTROLS

The Board reviews the adequacy and effectiveness of the internal finance controls from time to time. The Board, in consultation with the internal Auditors and risk management committee monitors and controls the major financial risk exposures.

24. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance Practices and have implemented all the stipulations prescribed.

Pursuant to clause 49 of the listing agreement with stock exchanges, a separate section titled 'Corporate Governance' has been included in this annual report, along with the reports on Management Discussion and Analysis.

25. ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Authorities, Stakeholders including Customers and other business associates who have extended their valuable support and encouragement during the year under review.

The directors also acknowledge the hard work, dedication and commitment of the employees of the Company. The enthusiasm and unstinting efforts of the employees have enabled the Company to continue being a leading player in the Retail Sector.

On behalf of the Board of Directors

For Optiemus Infracom Limited

Place : New Delhi Ashok Gupta

Date : September 2, 2015 Executive Chairman

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Mar 31, 2014

Dear Members,

The Directors of your Company are pleased to present the 21st Annual Report on the Business and operations of the Company along with the Audited Accounts for the financial year ended 31st March, 2014.

1. PRESENTATION OF FINANCIAL RESULTS

Since this Report pertains to financial year that commenced prior to 1st April 2014, the contents therein are governed by the relevant provisions/schedules/rules of the Companies Act, 1956, in compliance with General Circular No. 08/2014 dated 4th April 2014, issued by the Ministry of Corporate Affairs.

2. FINANCIAL HIGHLIGHTS:

Particulars Year ended on Year ended on 31.03.2014 31.03.2013 (Rs. in Lakh) (Rs. in Lakh)

Revenue from Operations 410,444 283,157

Profit before Exceptional 7,670 4,780 & Extraordinary Items and Tax

Profit Before Tax 7,670 4,722

Tax Expense:

(1) Current Tax 2,519 1,584

(2) Deferred Tax 120 30

(3) Taxation Adjustment of 20 47 previous year (net)

Profit After Tax 5011 3061

Earnings per equity share 5.84 3.57

* Above figures are on standalone basis

3. OPERATIONS

Your Company has delivered magnificent operating results in the financial year 2013-14. During the year under review, your company achieved yet another milestone as turnover touched an all time high of Rs. 410,444 lacs achieving a spectacular growth of 44.95% over the last year''s turnover. The management of the Company is committed to maximize the shareholders value.

4. TRANSFER TO RESERVES

The Company is not mandatorily required to transfer its surplus to the General Reserve as no dividend has been proposed for the year 2013-14. Hence, an amount of Rs. 5,011 Lacs (Previous year Rs. 3,061 Lacs) has been proposed to be retained in the Profit and Loss Account.

5. DIVIDEND

The Board is of the opinion that the Company should utilize its funds towards the operations to accelerate the growth rate. Accordingly the Board does not recommend any dividend payment for the year 2013-14.

6. CREDIT RATING

CRISIL has upgraded its rating from ''Moderate'' to ''Stable'' while affirming ''CRISIL A-'' (read as CRISIL A minus) rating of your Company for Cash Credit Limit, Bill Discounting, Cash Credit & Working Capital Demand Loan and for Term Loan Facilities and ''CRISIL A2 '' (read as CRISIL A Two plus) rating for Letter of Credit Limit & for Supplier Bill Discounting. This gives the Company better creditability and enables to access banking services at low costs.

7. CORPORATE SOCIAL RESPONSIBILITY

The Companies Act, 2013 notified section 135 of the Act concerning Corporate Social Responsibility (CSR) alongwith the Rules thereunder and revised Schedule VII to the Act on 27th February 2014 to come into effect from 1st April 2014.The Company being covered under the provisions of the said section, has taken necessary initial steps in this regard. A Committee of the directors, titled ''Corporate Social Responsibility Committee'', has been formed by the Board consisting of the following Directors -

1. Charan Singh Gupta, Chairman

2. Gautam Kanjilal, Member

3. Hardip Singh, Member

The Committee is in process to formulate its CSR policy for the Company.

The said section being enacted w.e.f 1st April 2014, necessary details as required under the provisions of Companies Act 2013 shall be presented to the members in the Annual Report for the year 2014-15.

8. ORGANISATIONAL CHANGES

Directors

The Board of Directors of your Company uses their expertise to provide a strategic direction to the business of the Company. On these lines, during the year under review, Mr. Charan Singh Gupta was appointed as an Additional Director in the category of Independent Director of the Company to hold office upto the date of the ensuing Annual General Meeting (AGM) of the Company.

Mrs. Renu Gupta was also appointed as an Additional Director in the category of Non-Executive Director of the Company to hold office upto the date of the ensuing Annual General Meeting (AGM) of the Company. On appointment of Mrs. Renu Gupta, the provisions of section 149(1) of the Companies Act, 2013 of having at least one woman director on the Board of the Company, stand complied.

Resolutions for regularization of Mr. Charan Singh Gupta & Mrs. Renu Gupta is put up for the approval of shareholders in the Notice of AGM.

As per Section 152(6)(c) of the Companies Act, 2013, Mr. Gautam Kanjilal has now become a retiring director, thus Mr. Gautam Kanjilal retires from the Board by rotation this year and being eligible, offers himself for re-appointment. Board recommends his re-appointment for your approval.

Pursuant to section 149(4) of the Companies Act, 2013, every listed company is required to appoint at least one third of its directors as independent directors. The Board already has one half of its directors in the category of independent directors in terms of the provisions of clause 49 of the listing agreement. The Board therefore, in its meeting held on 30th May, 2014 appointed the existing independent directors under clause 49 as ''independent directors'' pursuant to Companies Act, 2013, subject to approval of shareholders.

As required under the said Act and the Rules made thereunder, the same is now put up for approval of shareholders at the ensuing annual general meeting. Necessary details have been annexed to the Notice of the meeting in terms of section 102(1) of the Companies Act, 2013. With the appointment of independent directors, the conditions specified in the Act and the Rules made thereunder as also under new clause 49 of the listing agreement stand complied.

Information about the directors proposed to be appointed/re-appointed such as their experience, terms & conditions, etc. as required under clause 49 is being given in the Notice of the Annual General Meeting forming part of this annual report.

In accordance with Section 152(6) of the Companies Act, 2013, the period of office of at least two-third Directors of the Company shall be liable to retire by rotation. Since the provisions of Section 152(6) are not applicable to Independent Directors, to ensure compliance with the provisions of Section 152(6), it is proposed that the terms of appointment of Mr. Hardip Singh be amended to provide that his office shall be liable to retire by rotation as per the provisions of Section 152(6) of the Companies Act, 2013.

During the year under review Mrs. Parul Rai''s ceased to be director of the Company w.e.f. 30th May, 2014 due to the remaining absent from consecutive three Meetings of the Board.

Key Managerial Personnel

In the light of provisions of section 203 of Companies Act 2013 along with the rules made there under, the following persons have been appointed as Key Managerial Personnel of the Company:

Mr. Ashok Gupta, Managing Director

Mr. Hardip Singh, Whole Time Director

Mr. Parveen Sharma, Chief Financial Officer

Mr. Vikas Chandra, Company Secretary

9. INCREASE IN BORROWING POWER OF THE COMPANY

For expansion in business and growth, your Company has increased its borrowing power upto an amount not exceeding Rs. 4,000,000,000 (Rupees four hundred crores only) by passing a special resolution under section 180(1)(c) of the Companies Act, 2013, and any sum(s) may be borrowed by the Company within the said limit, from time to time, as may be deemed fit, including the sum(s) already borrowed.

10. SUBSIDIARIES

Following are the subsidiary Companies of your Company as at 31st March, 2014 Indian Subsidiaries:

* Oneworld Teleservices Private Limited overseas Subsidiaries:

* Optiemus Infracom (Singapore) Pte. Ltd, Singapore

* Optiemus Metals & Mining Pte. Ltd, Singapore

* Optiemus Infracom International FZE, Dubai

Further, Ministry of Corporate Affairs, vide its circular no. 2/2011 dated 8th February, 2011 has given general exemption from attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company, subject to fulfilment of conditions mentioned therein. The Company has fulfilled the necessary conditions in this regard and hence not attaching the Balance Sheet, Profit and Loss Account and other documents of the subsidiary companies.

A summary of key financials of the Company''s subsidiaries for the financial year ended 31st March, 2014 is included in this Annual Report. The annual accounts of the subsidiary companies and the related detailed information will be made available to the members of the Company and its subsidiary companies, seeking such information at any point of time. The annual accounts of the subsidiary companies will be kept for inspection by any member of the Company at its registered office and also at the registered office of the concerned subsidiary company.

11. CONSOLIDATED FINANCIAL STATEMENTS

The Directors also present the audited consolidated financial statements financial statements incorporating the financial statements of the subsidiaries as prepared in compliance with the accounting standards and listing agreement.

12. AUDITORS AND THEIR REPORT

M/s RMA & Associates, Chartered Accountants, the Statutory Auditors of the Company, hold office until the ensuing Annual General Meeting (AGM). The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s RMA & Associates, Chartered Accountants, as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the 25th AGM to be held in the year 2018, subject to ratification of their appointment at the subsequent AGMs each year till the expiry of their term.

The notes on accounts referred to in the Auditors'' Report are self-explanatory and therefore do not call for any comments by the Board of Directors.

In conformity with the provisions of Clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended on 31st March 2014 is attached as a part of the Annual Accounts of the Company.

The disclosures related to related party transactions also form part of the notes on accounts.

There are no qualifications or adverse remarks in the Auditors'' Report, which require any clarification or explanation under section 217 of the Companies Act, 1956.

13. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance Practices and have implemented all the stipulations prescribed.

Pursuant to clause 49 of the listing agreement with stock exchanges, a separate section titled ''Corporate Governance'' has been included in this annual report, along with the reports on Management Discussion and Analysis.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ADAPTION AND INNOVATION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under section 217(1)(e) of the companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Director s) Rules, 1988 are set out in an "Annexure A" attached to this report.

15. PARTICULARS OF EMPLOYEES

As required particulars of employees pursuant to section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975, as amended from time to time, during the year ended 31st March 2014 are set out in an "Annexure B" to this report.

16. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA), with respect to the Directors'' Responsibility Statement, the Directors hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

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

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis.

17. ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Authorities, Stakeholders including Customers and other business associates who have extended their valuable support and encouragement during the year under review.

The directors also acknowledge the hard work, dedication and commitment of the employees of the Company. The enthusiasm and unstinting efforts of the employees have enabled the Company to continue being a leading player in the Retail Sector.

On behalf of the Board of Directors For Optiemus Infracom Limited

Sd/- Place : New Delhi Ashok Gupta Date : August 14, 2014 Chairman & Managing Director

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Mar 31, 2013

Dear Members

The Directors have great pleasure in presenting the 20th Annual Report on the business and operation of Optiemus Infracom Limited together with audited statements of accounts for the fnancial year ended 31st March 2013.

FINANCIAL RESULTS

The Board of Directors is pleased to state that during the year ended on 31st March 2013, your Company has posted an inspiring growth and its performances are noteworthy. The fnancial performance of the Company for the year ended 31st March 2013 is summarized below:

Particulars Year ended on Year ended on

31.03.2013 31.03.2012

(Rs. in Lakh) (Rs. in Lakh)

Revenue from Operations 283,157 185,455

Proft before Exceptional & Extraordinary Items and Tax 4,783 4,047

Exceptional Items 58 ----

Proft Before Tax 4,725 4,047

Tax Expense:

(1) Current Tax 1,584 1,297

(2) Deferred Tax 30 (7)

(3) Wealth Tax 2 3

(4) Taxation Adjustment of previous year (net) 47 (60)

Proft After Tax 3,062 2,813

Earnings per equity share 3.57 3.28

OPERATIoNS

During the year under reporting, your company achieved another milestone as turnover touched an all time high of Rs. 283,499 Lacs as compare to Rs. 185,686 Lacs for the previous year registering a growth of 52.68%. The management of the Company is committed to maximize the shareholders value.

TRANSFER To RESERVES

The Company is not mandatorily required to transfer its surplus to the General Reserve as no dividend has been proposed for the year 2012-13. Hence, an amount of Rs. 3,062 Lacs (Previous year Rs. 2,813 Lacs) has been proposed to be retained in the Proft and Loss Account.

DIVIDEND

The Board is of the view that the Company should utilize its funds towards the operations to accelerate the growth rate. Accordingly the Board does not recommend any dividend payment for the year 2012-13.

PUBLIC DEPoSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

SHARE CAPITAL

During the year, there was no change in the authorised, issued, subscribed and paid-up equity share capital of the Company which stood at Rs. 858,141,910 (Rupees Eighty Five Crore Eighty One Lacs Forty One Thousand Nine Hundred and Ten only) divided into 85,814,191 (Eight Crore Fifty Eight Lacs Fourteen Thousand One Hundred and Ninety One only) equity shares of Rs. 10/- (Rupees Ten only) each as at 31st March 2013.

DIRECToRS

During the year under review, following changes took place in the offce of Directors of the Company:

Mr. Manoj Kumar Jain and Mr. Laliet Gupta have resigned from the post of the Director of the Company w.e.f. 28th December, 2012 and 8th April, 2013 respectively. The Board of Directors places on record its sincere appreciation for the guidance and contribution provided by them to the Company during their tenure as Directors of the Company.

Further, on 27th May, 2013, Mr. Tejendra Pal Singh Josen was appointed as additional director by the Board in the category of Independent Director and will hold the offce upto the date of ensuing Annual General Meeting. Board proposes to regularize him as Director in the forthcoming Annual General Meeting.

As per Section 255 and 256 of the Companies Act, 1956, Mrs. Parul Rai is the Director liable to retire by rotation and, being eligible, offers herself for re-appointment at the ensuing Annual General Meeting. Board recommends her re-appointment for your approval.

Information about the directors proposed to be appointed/re-appointed such as their experience, term & conditions, etc. as required under clause 49 is being given in the Notice of the Annual General Meeting forming part of this annual report.

The Company also has Audit Committee which is constituted as per requirement of Section 292A of the Companies Act, 1956 and Clause 49 of Listing Agreement. Audit Committee has 3 members out of which 2 are Independent Directors and one is Executive Director. Chairman of Audit Committee is Independent Director.

SUBSIDIARIES

As on 31st March, 2013, the Company has one wholly owned subsidiary and one fellow subsidiary in Singapore namely Optiemus Infracom (Singapore) Pte. Ltd. and Optiemus Metals & Mining Pte. Ltd. respectively.

Consolidated Accounts of its subsidiaries for the year under review has also been drawn in accordance with applicable accounting standards.

PARTICULARS REQUIRED AS PER SECTIoN 212 oF THE CoMPANIES ACT, 1956

Ministry of Corporate Affairs, vide its circular dated 8th February 2011 has granted general exemption from attaching the Balance Sheet, Proft and Loss Account and other documents of the subsidiary companies with the Balance Sheet of the Company.

Board of Directors of the company in its meeting held on 12th April, 2012 consented for not attaching the balance sheet of the subsidiary companies. A statement containing brief fnancial details of the Company''s subsidiaries for the fnancial year ended 31st March 2013 is included in the Annual Report. The annual accounts of these subsidiaries and the related detailed information will be made available to any member of the Company/its subsidiaries seeking such information at any point of time and are also available for inspection by any member of the Company/its subsidiaries at the registered offce of the Company. The annual accounts of the said subsidiaries will also be available for inspection, as above, at the head offces/ registered offces of the respective subsidiary companies. The Company shall furnish a copy of details of annual accounts of subsidiaries to any member on demand.

Further, the annual report of the Company contains the consolidated audited fnancial statements prepared, pursuant to Clause 41 of the Listing Agreement entered into with the stock exchanges and prepared in accordance with the accounting standards notifed by Ministry of Corporate Affairs under Accounting Standard Rules 2006. The fnancial data of the subsidiaries has been furnished along with the statement pursuant to Section 212 of the Companies Act, 1956 forming part of the Annual Report.

CoNSoLIDATED FINANCIAL STATEMENTS

As required under the Listing Agreements with the Stock Exchanges Consolidated Financial Statements of the Company and all its subsidiaries are attached. The consolidated Financial statements have been prepared in accordance with Accounting standard 21 ,Accounting standard 23 and Accounting standard 27 issued by The Institute of Chartered Accountants of India and showing the fnancial resources, assets, liabilities, income, profts and other details of the Company and its subsidiaries as a single entity, after elimination of minority interest.

AUDIToRS AND THEIR REPoRT

M/s RMA & Associates, Chartered Accountants (Registration No.: 000978N), who are the Statutory Auditors of the Company, shall hold offce until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualifed for reappointment within the meaning of Section 226 of the said Act. The approval of the shareholders is sought for this resolution.

The notes on accounts referred to in the auditors'' report are self-explanatory and therefore do not call for any further comments by the Board of directors.

There are no qualifcations or adverse remarks in the Auditors'' Report which require any clarifcation or explanation under Section 217(3) of the Companies Act, 1956.

CoRPoRATE GoVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance Practices and have implemented all the stipulations prescribed.

A separate section on Corporate Governance together with a certifcate from the Company''s auditors confrming the compliance of conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with the Stock Exchanges is annexed hereto.

MANAGEMENT DISCUSSIoN AND ANALYSIS REPoRT

Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement is given in Annexure-A and forms an integral part of this report.

CoDE oF CoNDUCT

As per Clause 49(I)(D) of the Listing Agreement, the Board of the Company has laid down Code of Conduct for all the Board members of the Company and Senior Management as well and the same has been posted on Website of the Company. Annual Compliance Report for the year ended 31st March 2013 has been received from all the Board members and senior management of the Company regarding the compliance of all the provisions of Code of Conduct. Declaration regarding compliance by Board members and senior management personnel with the Company''s Code of Conduct is hereby attached as annexure to this report.

CoNSERVATIoN oF ENERGY, TECHNoLoGY ABSoRPTIoN, ADoPTIoN AND INNoVATIoN, FoREIGN EXCHANGE EARNINGS AND oUTGo

The particulars as prescribed under section 217(1)(e) of the companies Act, 1956, read with the Companies (Disclosure of particulars in the report of Board of Director s) Rules, 1988 are set out in an "Annexure A" attached to this report.

PARTICULARS oF EMPLoYEES

The particulars of employees pursuant to section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975, as amended from time to time, during the year ended 31st March 2013 are set out in an "Annexure B" to this report.

DIRECToRS'' RESPoNSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA), with respect to the Directors'' Responsibility Statement, the Directors hereby confrm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the fnancial year and of the proft or loss of the company for that period;

(iii) they have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis.

HUMAN RESoURCE MANAGEMENT

Employees are our vital and most valuable assets. We have created a favourable work environment that encourages innovation and meritocracy. We have also set up a scalable recruitment and human resources management process which enables us to attract and retain high caliber employees. Our employee partnership ethos refects the Company''s longstanding business principles and drives the Company''s overall performance with the prime focus to identify, assess, groom and build leadership potential for future.

CASH FLoW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended on 31st March 2013 is attached as a part of the Annual Accounts of the Company.

INTERNAL CoNTRoL SYSTEMS AND THEIR ADEQUACY

The Company''s internal control system comprises audit and compliance in-house supplemented by internal audit checks. In view of the diversifed activities, safety of large volumes of data, system and process is a challenge for the Company. The Company has an internal control mechanism to fnd the areas of internal control weaknesses and to take remedial measures to remove the defciencies, wherever noticed and at the same time to identify the areas of strength and to ensure continual of the same.

To ensure effciency of the Internal Audit, the Audit Committee of the Board is kept apprised of such checks and follow-up measures taken.

TSHARE REGISTRATIoN ACTIVITY

Company has appointed "BEETAL Financial & Computer Services (P) Limited" a category-I Registrar and Share Transfer Agent registered with SEBI to handle the work related to Share Registry.

LISTING oF SECURITIES

The Equity Shares of the Company are presently listed on BSE Limited (BSE), Delhi Stock Exchange Limited (DSE) and Jaipur Stock Exchange Limited (JSE). The Annual Listing Fee for the Year 2013-14 has been paid to all the three stock exchanges.

STATUToRY DISCLoSURES

None of the Directors of your Company is disqualifed as per provision of section 274(1)(g) of the Companies Act, 1956. The Directors of the Company have made necessary disclosures, as required under various provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement.

NoTES To ACCoUNTS

They are self-explanatory and do not require any explanations.

ACKNoWLEDGEMENT

Your Directors wish to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Authorities, Stakeholders including Customers and other business associates who have extended their valuable support and encouragement during the year under review.

The directors also acknowledge the hard work, dedication and commitment of the employees of the Company. The enthusiasm and unstinting efforts of the employees have enabled the Company to continue being a leading player in the Retail Sector.



On behalf of the Board of Directors

For Optiemus Infracom Limited

Place : New Delhi Ashok Gupta

Date : September 5, 2013 Chairman & Managing Director

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Mar 31, 2012

Dear Members

The Directors have great pleasure in presenting the 19th Annual Report on the business and operation of optiemus Infracom Limited together with audited statements of accounts for the financial year ended 31st March 2012.

FINANCIAL RESULTS

The Board of Directors is pleased to state that during the year ended on 31st March 2012, your Company has posted an inspiring growth and its performances are noteworthy. The financial performance of the Company for the year ended March 31, 2012 is summarized below:

Particulars Year ended on Year ended on 31.03.2012 31.03.2011 (Rs. in '000') (Rs. in '000')

Turnover 19,066,699 12,0177,311

EBT 404,683 234,197

Less : Provision for Tax 124,021 82,951

Add: Deferred 678 (4,620)

PAT 281,339 155,866

EPS 3.28 2.08

OPERATIONS

During the year under reporting your company achieved another milestone as turnover touched an all time high of Rs. 1909.01 crores as compare to Rs. 1212.69 crores for the previous year registering a growth of 57.42%. The management of the Company is committed to maximize the shareholders value.

DIVIDEND

The Board is of the view that the Company should utilize its funds towards the operations to accelerate the growth rate. Accordingly the Board does not recommend any dividend payment for the year 2011-12.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 58A and 58 AA of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

ACQUISITION OF AUCTIONED COMMERCIAL PROPERTY IN NOIDA

Your Company has acquired a commercial property situated at Sector 126, Noida (Uttar Pradesh) which is one of the prime locations of NOIDA on Express-way. The said Property is costing approximately Rs. 130 Crores having plot size of 13260 Sq Mtrs along with buildup structure of approximately 4,00,000 Sq ft.

The acquisition of said property is a part of diversification plan and also to create an asset base of the Company, the said property is being developed as a Software and Technology Center.

ALTERATION IN MAIN OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

Your Company has altered its Main Object of the Memorandum of Association in consequence of the declaration of result of Postal Ballot dated 18th June, 2012 to carry on the business as follows in addition with the existing Main Objects of the Company. The Registrar of Companies NCT of Delhi & Haryana has issued a certificate of registration of Special Resolution confirming the alteration of Main Object Clause of Memorandum of Association dated 25th June, 2012.

'To purchase, take on lease or otherwise acquire any right or interest in any movable or immovable property including but not limited to industrial, commercial, institutional, residential or lands, plots, building, houses or areas within or outside the limits of Municipal Corporation or other local bodies anywhere within the Domain of India or elsewhere to hold, develop or construct as including but not limited to training center, testing center, software development center, information technology center, software or hardware park, corporate park for self use, sale, letting out or sub leasing or any other purpose'.

INCREASE IN BORRWOING POWER OF THE COMPANY

Your Company has passed the resolution under section 293(1) (d) of the Companies Act, 1956 for increase in borrowing power from time to time as they may think ft, any sum or sums of money not exceeding Rs. 200 crores (Two Hundred Crores only) excluding the temporary loans obtained from the Company's banker in the ordinary course of business and including the money already borrowed by the Company in Indian Rupees or equivalent thereof in any foreign currency (ies) in consequence of the declaration of result of Postal Ballot dated 18th June, 2012.

CHANGE IN REGISTERED OFFICE OF THE COMPANY

Your Company has shifted the Registered Office from 317, Competent House, F-14, Connaught Place, New Delhi-110001 to K-20, IInd Floor, Lajpat Nagar-II, New Delhi-110024 w.e.f 1st November, 2011.

COMPOUNDING OF DEFAULT FOR NOT HOLDING OF 17TH ANNUAL GENERAL MEETING WITHIN TIME PRESCRIBED UNDER SECTION 166 READ WITH 210 OF THE COMPANIES ACT, 1956 FROM HON'BLE COMPANY LAW BOARD

Hon'ble Company Law Board, Delhi Bench, New Delhi has passed the order dated 3rd October, 2011 for compounding of offence for not holding of 17th Annual General Meeting within the time prescribed under section 166 read with 210 of the Companies, Act, 1956. The Company has obtained the certified true copy of the order on 9th December, 2011.

The Company has fled the certified true copy of the compounding order with the Office of Registrar of Company NCT of Delhi & Haryana dated 14th December, 2011.

SUBSIDIARY (S)

Your Company has incorporated a wholly owned subsidiary Company in the name and style of optiemus Infracom (Singapore) Pte. Ltd in Singapore. The Board is of the view that the Wholly Owned Subsidiary Company has great potential of development in future. Mr. Ashok Gupta and Mr. Hardip Singh are appointed as Directors in wholly Owned Subsidiary of the Company.

Consolidated accounts of its subsidiary (s) for the year under review has also been drawn in accordance with applicable accounting standard (s).

DIRECTORS

During the year under review, following changes took place in the Office of Directors of the Company:

The Board of Directors of the Company has appointed Mr. Hardip Singh, as Executive Director and Mr. Gautam Kanjilal as Additional Director of the Company. In accordance with Article 107 of the Articles of Association, Mr. Manoj Kumar Jain retires by rotation and, being eligible, has offered himself for re- appointment.

Information about the directors proposed to be appointed/re-appointed such as their experience, term & conditions, etc. as required under clause 49 is being given in the notice to the shareholders, which is forming part of this annual report.

Mrs. Renu Gupta had resigned from the Office of the directorship of the Company during the financial year under review. The Board of Directors places on record its sincere appreciation for the guidance and assistance provided by her during her tenure as Director of the Company.

TAKE NOTE OF CHANGE IN NAME OF THE COMPANY BY BOMBAY STOCK EXCHANGE LIMITED

Your Company has made the application for change in name of the Company at Bombay Stock Exchange Limited, where the Shares of the Company are listed. The Bombay Stock Exchange Limited has changed the name of the Company from Akanksha Cellular Limited to optiemus Infracom Limited vide notice dated 4th July, 2012.

The Board took note of the same.

AUDITORS AND THEIR REPORT

M/s RMA & Associates, retiring auditor has presented willingness to be re-appointment as Statutory Auditor of the Company for the financial year 2012-2013. The Company has received certificate from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956. The approval of the shareholders is sought for this resolution.

The observation made in the Auditors Report are self-explanatory and therefore, do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

CORPORATE GOVERNANCE

A separate section on Corporate Governance together with a certificate from the Company's auditors confirming the compliance of conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with the Stock Exchanges is annexed hereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement with the Stock Exchanges is given in Annexure-A and forms an integral part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars regarding energy conservation and technology absorption as prescribed under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, are not applicable to the company.

Details of Foreign Exchange used and earned as follows:- (Rs. in '000') Foreign Exchange Earning: Rs. 116,937.00 Foreign Exchange outgo: Rs. 193,980.00

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit or loss of the company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

Particulars of an employees pursuant to section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules 1975, as amended from time to time, during the year ended 31.03.2012 is set out as an annexure to the Director's report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation extended to the company by commercial banks, business associates, shareholders, customers and executives.

On behalf of the Board of Directors

For optiemus Infracom Limited (Formerly Akanksha Cellular Limited)

Place : New Delhi (Ashok Gupta)

Date : September 01, 2012 Chairman

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Mar 31, 2011

Dear Members

The Directors have great pleasure in presenting the 18th Annual Report on the business and operation of Optiemus Infracom Limited (Formerly Akanksha Cellular Limited) together with audited statements of accounts for the financial year ended 31st March 2011.

FINANCIAL RESULTS

The Board of Directors is pleased to state that during the year ended on 31st March 2011, your Company has posted an inspiring growth and its performances are noteworthy. The financial performance of the Company for the year ended March 31, 2011 is summarized below:

Particulars Year ended on Year ended on

31.03.2011 31.03.2010

(Rs. in '000') (Rs. in '000')

Turnover 12,126,995 8,717,869

EBT 234,197 125,553

Less : Provision for Tax :

Current 82,951 34,802

: Deferred (4,620) 9,351

PAT 155,866 81,400

EPS 2.08 1.14

The Telecom Industry is one of the fastest growing industries in India. With a growth rate of 45%, Indian telecom industry has the highest growth rate in the world.

According to Global consultancy group Deloitte, Rural India is expected to fuel the growth in mobile phone services in the next four years, as cell phones become a vital tool.

Deloitte said that low penetration levels of mobile phones would provide more business opportunities for service providers.

The paper focuses on how mobile phones can be used to deliver content and services that can help foster inclusive growth in India by digitally empowering citizens across all cross the sections of society, both urban and rural — This paper refers to these services as Utility mobile value added service (MVAS).

"The next wave of growth in subscriptions will come from semi—urban and rural areas. Today, the penetration of mobile phones in urban areas is already 100 per cent while in rural areas it is only 23 per cent," it said.

DIVIDEND

The Board is of the view that the Company should utilize its funds towards the operations to accelerate the growth rate. Accordingly the Board does not recommend any dividend payment for the year 2010-11.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 58A and 58 AA of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

CONVERSION OF CONVERTIBLE WARRANTS INTO EQUITY SHARES

The Board of Directors of the Company at their meeting held on 18th December, 2010 converted 18,320,050 Convertible Warrants into same number of Equity Shares of the Company to the person belonging to the non promoter group on preferential basis. The converted shares are included in the paid up share capital of the Company.

CHANGE IN NAME OF THE COMPANY

During the year, your Company has changed its name from Akanksha Cellular Limited to Optiemus Infracom Limited pursuant to the Special Resolution passed in 17th Annual General Meeting of the Company accordingly the Registrar of Companies NCT of Delhi & Haryana have pleased to grant fresh Certificate of Incorporation subsequent to change of name of the Company dated 30th June, 2011. The new name of the Company reflects the wide diversity of business that it transacts and undertakes including mobile devices and infrastructure of communication.

ALTERATION IN MAIN OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY

Since merger of an Infrastructure activities Company (M/s. A. Design and Details (Interiors & Infrastructure) Private Limited) with the Company is ongoing basis accordingly it is required to incorporate the business/ activities of infrastructure in the Main Object Clause of the Memorandum of Association. Accordingly during the year, your Company has altered its Main object of the Memorandum of Association in consequence of the declaration of result of Postal Ballot dated 23rd June, 2011 to carry on the business as follows in addition with the existing Main Objects of the Company:- "To carry on business of construction in the fields of roads, shipping, civil aviation, inland waterways, pipelines and airports, wharves, bridge, power, industrial, mechanical electrical projects of all varieties and descriptions".

INTEGRATION OF MERGER

Your Company has issued 63,743,841 fresh Equity shares on 22nd March, 2011 to the shareholders of Transferor Companies as a result the paid up share capital of the Company has been increased from 22,070,350 to 85,814,191 Equity Shares. The Company is in process to obtain the trading approval from Bombay Stock Exchange Limited for the abovementioned fresh equity shares issued to the shareholders of transferor Companies.

COMPOUNDING OF DEFAULT FOR NOT HOLDING OF 17TH ANNUAL GENERAL MEETING WITHIN TIME PRESCRIBED UNDER SECTION 166 READ WITH 210 OF THE COMPANIES ACT, 1956 FROM HON'BLE COMPANY LAW BOARD

Your Company has filed the petition of merger of Telemart Communication (India) Private Limited, Mach Communications Private Limited, Mo-Life Communication (India) Private Limited, Mo-Life Retails Private Limited, Radical Softnet Private Limited, Pacific Support Private Limited, A. Design & Details (Interiors & Infrastructure) Private Limited with the Company further the date of hearing for the scheme of merger was fixed on 24.11.2010 by the Hon'ble Delhi High Court, which was outside the time limit for holding Annual General Meeting of the Company for the financial year 2009-10 pursuant to section 166 read with 210 of the Companies Act, 1956, hence your Company could not hold the 17th Annual General Meeting within the time period prescribed under the Companies Act, 1956 and made the default. The Company duly called the 17th Annual General Meeting on 23rd Day of April, 2011 for the financial year ended on March, 2010 and hence made the default good.

Further the Company has filed the petition through Registrar Companies NCT of Delhi & Haryana with Hon'ble Company Law Board for compounding of the default for not holding 17th Annual General Meeting within the prescribed time.

DIRECTORS

During the year under review, following changes took place in the office of Directors of the Company:

Mrs. Parul Rai has been appointed as Director (BR) and Mr. Laliet Gupta has been appointed as Additional Director of the Company.

In accordance with Article 107 of the Articles of Association, Mrs. Renu Gupta retires by rotation and, being eligible, has offered herself for re-appointment.

Information about the directors proposed to be appointed/re-appointed such as their experience, term & conditions, etc. as required under clause 49 is being given in the notice to the shareholders, which is forming part of this annual report.

Mr. Hardip Singh had resigned from the office of the directorship of the Company during the financial year under review.

The Board of Directors places on record its sincere appreciation for the guidance and assistance provided by them during their tenure as Director of the Company.

AUDITORS AND THEIR REPORT

M/s RMA & Associates, retiring auditor has presented willingness to be re-appointment as Statutory Auditor of the Company for the financial year 2011-2012. The Company has received certificate from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956. The approval of the shareholders is sought for this resolution.

The observation made in the Auditors Report are self-explanatory and therefore, do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

CORPORATE GOVERNANCE

A separate section on Corporate Governance together with a certificate from the Company's auditors confirming the compliance of conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with the Stock Exchanges is annexed hereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement with the Stock Exchanges is given in Annexure-A and forms an integral part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars regarding energy conservation and technology absorption as prescribed under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, are not applicable to the company. Details of Foreign Exchange used and earned as follows:- (Rs. in '000') Foreign Exchange Earning: Rs. 190859.00 Foreign Exchange outgo: Rs. 145637.00

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

As required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended time to time, no employee of the company was covered by these provisions during the year ended 31.03.2011. However, transferor companies were paying remuneration to their employees and directors till the effectiveness of Scheme of Amalgamation, therefore such figures have been consolidated in the financials of the Company.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation extended to the company by commercial banks, business associates, shareholders, customers and executives.

On behalf of the Board of Directors

For Optiemus Infracom Limited

(Formerly Akanksha Cellular Limited)

Place : New Delhi (Ashok Gupta)

Date : September 01, 2011 Chairman

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Mar 31, 2010

The Directors have great pleasure in presenting the 17th Annual Report on the business and operation of Akanksha Cellular Limited together with audited statements of accounts for the year ended 31st March 2010.

AMALGAMATION OF SEVEN (7) PRIVATE LIMITED COMPANIES WITH AKANKSHA CELLULAR LIMITED

Telemart Communication (India) Private Limited, Mach Communications Private Limited, Mo-Life Communication (India) Private Limited, Mo-Life Retails Private Limited, Radical Softnet Private Limited, Pacific Inet Support Private Limited, A. Design & Details (Interiors & Infrastructure) Private Limited [Transferor Companies] have been amalgamated with the Company. The Scheme of Amalgamation has been sanctioned by the Honble High Court of Delhi vide order dated 27.01.2011 received on 08.03.2011. The Scheme became effective on 10.03.2011.

The amalgamation follows the Companys philosophy of creating enduring value for all its stakeholders. The amalgamation creates a platform for value-enhancing growth and reinforces the Companys position as an integrated global Company.

Such merger of companies with Akanksha Cellular Limited has enabled seamless integration of operational scale and financial synergies that existed between the Companies. Assets and liabilities of all transferor companies have been transferred to the company as per the approval granted by the Honble High Court of Delhi.

The merger creates a platform for reinforcing the Companys position as an integrated energy company on global scale. The merger enhances value for shareholders of all the Companies. The Company will additionaly gain from reduced operating costs arising out of the combined operations. The merger is expected to reduce the earnings volatility of shareholders of the Company as they participate in the earning of the transferor companies.

FINANCIAL RESULTS

The Board of Directors are pleased to state that during the year ended on 31st March 2010, the Company has made best use of the market forces and has taken advantage of the business opportunities that has come its way.

The assets and liabilities of all Transferor Companies and operating results of them have been incorporated in the Companys books with effect from April 1, 2008 (Appointed Date). The financial performance of the Company, for the year ended March 31, 2010 is summarized below:

Particulars Year ended on 31.03.2010

Profit/(Loss) before Tax 12,55,54,038.00 Less : Provision for Tax : Current 3,48,02,189.00 : Deferred 93,51,075.00 Profit after Tax 8,14,00,774.00

Note: The figures for the current year include figures of Transferor Companies, which have been amalgamated with the Company and to that extent not comparable to those of previous year

Telecom industry in India has undergone a revolution in the recent years. The country is ranked second worldwide in terms of having the largest telecommunication network, after China. With the ongoing investments into infrastructure deployment, the country is projected to see high penetration of mobile subscribers.

According to a new analytical study on the sector "Indian Telecom Analysis (2008-2012)", mobile telephony continues to fuel growth of the Indian telecom sector, with mobile subscribers projected to grow at a CAGR (Compound Annual Growth Rate) of around 11% between 2009 and 2012.

The Indian mobile market has continued to witness rapid increase in its subscriber base over the past few years, largely due to the declining mobile tariffs and availability of low cost handsets in the country.

DIVIDEND

The Board is of the view that the Company should utilize its funds towards the operations to accelerate the growth rate. The Directors submit that this will increase shareholders value in long term. Accordingly the Board does not recommend any dividend payment for the year 2009-10.

PUBLIC DEPOSITS

Your Company has neither invited nor accepted any deposits from public within the meaning of Section 58A and 58 AA of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the year under review.

CHANGE IN CAPITAL STRUCTURE

During the year under review, your Company has increased its Authorised Share Capital from Rs. 40,000,000/- (Rupees Four Crore Only) divided into 4,000,000 (Forty Lakh) Equity

Shares of Rs. 10/- (Ten) each to Rs. 304,800,000/- (Rupees Thirty Crore Forty Eight Lakh Only) divided into 30,480,000 (Three Crore Four Lakh Eight Thousand) Equity Shares of Rs.10/-(Ten).

Since the merger of Telemart Communication (India) Private Limited, Mach Communications Private Limited, Mo-Life Communication (India) Private Limited, Mo-Life Retails Private Limited, Radical Softnet Private Limited, Pacific Inet Support Private Limited, A. Design & Details (Interiors & Infrastructure) Private Limited with the Company has been approved and due to single window clearance vide order no 2405/XI dated 08/03/2011 of Honble High Court of Delhi the Authorised Capital has been increased from Rs. 304,800,000/- (Rupees Thirty Crore Forty Eight Lakh Only) divided into 30,480,000 (Three Crore Four Lakh Eight Thousand) Equity Shares of Rs.l0/-(Ten) to Rs. 859,800,000/- (Rupees Eighty Five Crore Ninety Eight Lacs only) divided into 85,980,000 (Eight Crore Fifty Nine Lacs Eighty Thousand) Equity Shares of Rs. 10/- (Ten)each

CONVERSION OF CONVERTIBLE WARRANTS INTO EQUITY SHARES

The Board of Directors has allotted 18320050 convertible warrants to the person belonging to the non promoter group on preferential basis at a exercise price of Rs. 10/- each warrant on which the warrant holder shall have the option of applying for and being allotted Equity shares of the Company of face value of Rs.10/- each by paying the balance subscription price after adjustment the upfront payment made on the date of allotment of the warrants. The Company has received the balance amount towards the allotment of Equity shares to the persons belonging to non Promoters category on preferential basis.

DIRECTORS

During the year under review, following changes took place in the office of Directors of the Company:

Mr. Rajesh Sharma and Mr. Manoj Kumar Jain have been appointed as Additional Directors of the company. Mr. Pramod Seth had resigned from the office of the directorship of the Company during the financial year under review.

In accordance with Article 107 of the Articles of Association, Mr. Hardip Singh retire by rotation and, being eligible, has offered himself for re-appointment.

AUDITORS AND THEIR REPORT

M/s RMA & Associates, retiring auditor has presented willingness to be re-appointment as Statutory Auditor of the Company for the financial year 2010-2011. The company has received certificate from them to the effect that their appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956. The approval of the shareholders is sought for this resolution.

The observation made in the Auditors Report are self-explanatory and therefore, do not call for any further comments under Section 217 (3) of the Companies Act, 1956.

CORPORATE GOVERNANCE

A separate section on Corporate Governance together with a certificate from the Companys auditors confirming the compliance of conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with the Stock Exchanges is annexed hereto.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as required under Clause 49 of the Listing Agreement with the Stock Exchanges is given in Annexure-A and forms an integral part of this report.

EXTENSION OF ANNUAL GENERAL MEETING

The date of hearing for the scheme of merger was fixed on 24.11.2010 by the Honble Delhi High Court, which was outside the time limit for holding Annual General Meeting of the Company for the financial year 2009-10 pursuant to section 166 read with 210 of the Companies Act, 1956, hence your Company has decided to apply for seeking extension of time to hold its Annual General Meeting. Accordingly, the Company made an application to Registrar of Companies, NCT of Delhi & Haryana to grant extension of period of Annual General Meeting by three months under section 166(1). At the request of the Company, the Registrar of Companies, NCT of Delhi & Haryana was pleased to grant extension for three months.

But due to a farewell reference by the full court on Wednesday i.e. 24.11.2010 at 3:00 PM the merger petition could not be heard on such scheduled date and accordingly next date of hearing was fixed by the court master as 27.01.2011. Since the management of all the Companies under merger have already decided to prepare merged financial statements for the financial year ended on 31.03.2010 and that could be possible only after the sectioning of scheme of amalgamation by the Honble High Court of Delhi and also effectiveness of such scheme. Hence the Company has postponed for holding Annual General Meeting and decided to hold such meeting after effectiveness of such scheme.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars regarding energy conservation and technology absorption as prescribed under Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, are not applicable to the company.

During the year under review, and pursuant to the approval of the scheme of merger, Transferor Companies has earned and incurred expenditure in Foreign Exchange.

Detail of Foreign Exchange used and earned as follows:-

Foreign Exchange Earning: - Rs. 773453.03 Foreign Exchange outgo: - Rs. 691903.92

DIRECTORS RESPONSIBILITY STATEMENT

The Directors confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) they have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES

As required under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 no employee of the company was covered by these provisions at any time.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the co-operation extended to the company by commercial banks, business associates, shareholders, customers and executives.

For and on behalf of the Board of Directors For Akanksha Cellular Limted

Place: New Delhi (Ashok Gupta) Date:- 22.03.2011 Chairman