Optiemus Infracom Ltd Directors Report

Dear Members,

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 years figures are given below:

(INR in Lakhs except EPS)

Particulars	Standalone		Consolidated
	Year ended	Year ended	Year ended	Year ended
	31.03.2025	31.03.2024	31.03.2025	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	3,269.51	3,568.50	7,334.13	7,152.02
Extraordinary Items
Exceptional Items
Profit/Loss			333.60	456.66
Venture
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		(8.73)	90.89	(9.84)
earlier periods (net)
(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	5.49	(4.70)	9.26	4.54
year
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

Note: Previous years figures have been regrouped / rearranged wherever necessary.

2. STATE OF AFFAIRS OF THE COMPANY

On standalone basis, the revenue of the Company declined to Rs. 59,153.05 Lakhs during the financial year 202425 as compared to Rs. 64,442.53 Lakhs during the previous financial year (202324). Similarly, the standalone net profit also decreased from Rs. 2,503.30 Lakhs

Rs. 2,224.04 Lakhs in F.Y. 202425. However, the Companys consolidated performance showed strong growth. Consolidated revenue increased to Rs. 1,88,999.68 Lakhs, reflecting a growth of 23.71% over the previous years 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 202324.

The decline in revenue and profitability of the Company on standalone basis is primarily due to inherent volatility of trading business.However,theconsolidatedperformancereflectsa significant improvement in both revenue and net profit compared to the previous year. This reflects the continued strengthandresilienceoftheCompanysdiversifiedbusiness operations and longterm 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	Subsidiary and Joint Venture
Limited
8. Optiemus Telecommunication Private Limited	Stepdown 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 202425.

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/Policy_For_Determining_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 Companys subsidiaries, associate and joint venture companies is given in Form AOC1 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 "NonPromoter" 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 Paidup 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 paidup 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 "NonPromoter" category. The tenure of these warrants is 18 months from the date of its allotment.

Consequent to the said allotment, the Paidup 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 / buyback 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 ExtraOrdinary 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 202425.

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 Personnels 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 Annexure2 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_Policy.pdf.

12. WEBLINK 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 202425 is available on the website of the Company at https://www.optiemus.com/annualreturn.html.

13. NUMBER OF MEETINGS OF BOARD OF DIRECTORS

During the Financial Year 202425, 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 sufficientcare 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 Companys internal control systems are commensurate with the nature of its business and its size. These systems are routinely tested by

Statutory as well as InternalAuditorsandcoverallkeybusinessareas.Significantaudit observations and followup actions thereon are reported to the Audit Committee.

The Company has a welldefined Risk Management Policy in place for identifying risks and opportunities that may have a bearing on the organizations 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_Policy.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_Policy.pdf under the Investor Relations section.

The Annual Report on Companys 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 Annexure3.

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 Companys website at https://www.optiemus.com/policies/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

Directors of the Company shall be liable to retire by rotation, out of which atleast onethird Directors shall retire at every Annual General Meeting ("AGM"). Hence, this year, Mr. Ashok Gupta (DIN: 00277434), Wholetime Director, is liable to retire from the Board by rotation and being eligible, has offered himself for reappointment. The Board recommends his reappointment at the ensuing AGM. c. Reappointment 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 reappointed as a Wholetime 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 reappointment of Mr. Ashok Gupta, Wholetime 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 reappointment 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 reappointed 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/reappointment of Mr. Ashok Gupta, Ms. Ritu Goyal and Mr. Vishal Rajpal. The details of Directors being recommended for appointment/reappointment as required under Listing Regulations and Secretarial Standard2 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 confirmingand 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 Companys 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 202425 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 Annexure4 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 reappointed 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 202425 is enclosed with the financial statements and forms part of this Annual Report. The Auditors Reports do not contain any or adverse remarks or disclaimers. The observations of Statutory qualifications, Auditors in their reports on standalone and consolidated financials are selfexplanatory 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 reappointed by the Board as the Secretarial

Auditors of the Company, to carry out Secretarial Audit of the Company for the financial year

202425.

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 202526 till financial year 202930 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 issued by M/s. S.K. Batra & Associates in AuditReportforthe the prescribed form MR3 is annexed to this Report as Annexure5. 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 202425 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 202425. 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 noncompliance. Secretarial Audit Reports of the material unlisted subsidiaries viz. OEL and GDN for the financial year 202425 as issued by M/s. S.K. Batra & Associates in the prescribed form

MR3 are annexed to this Report as Annexure6 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

Section 148 of the Act is not applicable to the Company. Hence, the appointment of Cost Auditor is also not applicable to the Company.

14 32^nd Annual Report 202425

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 significantportion of the Company,energydoesnotform 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 energysaving 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: ii. The Foreign Exchange Outgo during the year in terms of actual outflows:

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 Companyhasnotenteredintoanymateriallysignificantrelated party contracts/ arrangements or transactions with the Companys 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 arms length basis. Accordingly, the prescribed Form AOC2 is not applicable to the Company for the financial year 202425 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 ExtraOrdinary 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/Policy_on%20Materiality_of_Related_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 COMPANYS 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 Companys 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_202425.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 longterm / short term credit rating of [ICRA] BBB (Minus) for Non

Fund based limits. The Outlook on the longterm 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 organizations 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 rolebased 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 bestcorporategovernancepracticesareidentified,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 asAnnexure8.

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 onetime 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 cooperation 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 cooperation 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