Optimystix Entertainment India Ltd Directors Report

To

The Members,

Optimystix Entertainment India Private Limited

Mumbai.

Your Directors have pleasure in submitting their Annual Report of the Company together with the Audited Statements of Accounts for the year ended March 31, 2024.

FINANCIAL RESULTS / STATE OF COMPANYS AFFAIRS:

The summarized standalone results of your Company are given in the table below:

Particulars	Financial Year Ended 31/03/2024	Financial Year Ended *31/03/2023
Net Sales / Income from Business Operations	5,476.24	3,110.33
Other Income	22.52	57.12
Total Income	5,498.76	3,167.45
Provision for Depreciation / Amortization	47.07	82.94
Profit/(loss) after Depreciation and before Provision for Tax	420.25	(746.86)
Less: Provision for Income Tax (including for earlier years)	0.00	7.09
Less: Provision for Deferred Tax	(167.14)	NIL
Net Profit/ (Loss) After Tax	587.39	(753.94)
Amount of Dividend / Provision for Dividend (including Interim)	—	—
Amount Propose to be transferred to General Reserve	—	--
Earnings per share (Basic & Diluted)	1145.90	(1470.82)

*Previous years Figures have been regrouped / rearranged wherever necessary.

DIVIDEND:

Considering the necessity of conserving resources for future growth and expansion of the Company, the Board of Directors do not recommend payment of dividend on the Equity Shares of the Company for the financial year ended 31st March, 2024.

TRANSFER OF UNCLAIMED / UNPAID AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds as contemplated under Section 125 of the Companies Act, 2013 lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

MATERIAL CHANGES AND COMMITMENT IF ANY 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 THE REPORT:

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.

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

The details of Loans, Investment, guarantee under Section 186 of the Companies Act, 2013 as required to be disclosed Under Section 134 (3)(g) of the Companies Act, 2013 are given at the respective notes in the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large required to be reported herein as referred to in sub-section (1) of section 188 of the Companies Act, 2013.

HOLDING COMPANY:

Optimystix Media Private Limited is the holding Company having 63.40% stake in the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

Optimystix Films Private Limited continues to be a Wholly Owned Subsidiary (100%) of your Company and;

Further the Company has one Associate Company Namely Box and Beyond Entertainment Private Limited and does not have any joint venture.

Pursuant to Rule 8(1) of the Companies Accounts Rules, 2014, a separate section reporting performance and financial position of above companies are furnished in Annexure I and attached to this report.

Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014, Form AOC 1 is attached with the financials.

CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the Nature of Business during the year under review.

DEPOSITS:

Your Company has neither accepted / renewed any deposits from public during the year nor has any outstanding Deposits in terms of Section 73-76 of the Companies Act, 2013.

SHARE CAPITAL:

As on March 31, 2024, the issued, subscribed and paid up share capital of your Company stood at Rs. 51,26,000/- (Rupees Fifty-One Lakhs Twenty- Six Thousand Only), comprising 51,260 (Fifty-One Thousand Two Hundred Sixty) Equity shares of Rs. 100/- each.

The Company has neither issued shares with differential voting rights nor granted any stock options or sweat equity or Bonus Shares. Further, the Company has not bought back any of its securities during the year under review.

INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL AND CHANGES AMONG THEM:

Post completion of financial year, your Company has re-appointed Mr. Vipul Shah as Managing Director w.e.f. 27^th August, 2024 for a period of 5 years.

Save and except above, the constitution of the Board remained unaffected during the financial year under review.

The status of the Company being a Private Limited Company, the provisions of Section 203 of the Companies Act, 2013 relating to Key Managerial Personnel (KMP) are not attracted.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW:

During the financial year under review, the Company had Eight (8) Board Meetings on 05.05.2023, 09.08.2023, 01.09.2023, 02.09.2023, 05.09.2023, 28.12.2023, 03.01.2024 and 29.03.2024. The details of attendance of each Director at the Board Meetings are as follows:

Name of Director	No. of Meeting Attended
Mr. Vipul D. Shah	8
Mr. Sanjay D. Shah	8
Mr. Rajesh D. Bahl	8

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act,

2013 the Board hereby submits its responsibility Statement:

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

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

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

d. the directors had prepared the annual accounts on a going concern basis; and

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

DISCLOSURE IN TERMS OF VARIOUS PROVISIONS OF COMPANIES

ACT. 2013:

The following provisions are not applicable to the Company:

A. Appointment of Independent Director (Section 149),

B. Formation of Audit Committee (Sec. 177),

C. Formation of Nomination and Remuneration Committee (Section 178),

D. Undertaking formal Annual Evaluation of the Board and that of its committees and the Individual Director

E. Undertaking Secretarial Audit (Section 204)

F. Establishment of Vigil Mechanism (Section 177(9))

CORPORATE SOCIAL RESPONSIBILITY:

Considering the turnover, net worth and profitability of the Company during the immediately preceding financial year i.e. financial year 2022-2023, the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy), 2014 are not applicable to the Company for current financial year i.e. for FY 2023-24 and hence your Company is not required to spend any amount on CSR Activities for the current financial year i.e. for FY 2023-24.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has in place a mechanism to identify, assess, evaluate, monitor and mitigate various risks to key business objectives.

STATUTORY AUDITORS:

M/s. B D G & Co LLP, Chartered Accountants (FRN 108733W), the Statutory Auditors of the Company retires at the ensuring Annual General Meeting and being eligible, offer themselves for re-appointment for the period of five (5) years from the Financial Year 2024-25 to 2028-29 i.e. from conclusion of ensuing Annual General Meeting till the conclusion of Annual General Meeting of the Company to be held in the year 2029. The Board recommend their reappointment.

EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS:

As regards to remarks of auditors on slight delay in few cases of depositing goods and services tax, provident fund, employees state insurance, income- tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess and other statutory dues, the same was due to operational and administrative reasons. The Company is taking effective steps to avoid delay in future.

Save and except above, there were no qualifications, reservations or adverse remarks made by the Auditors in their report. The comments by the auditors in their report read along with information and explanation given in notes to accounts are self-explanatory and do not call for further explanation.

COST RECORDS:

The provision of section 148 of the Companies Act, 2013 read with Rules made there under pertaining to maintenance of Cost Records are not applicable to the Company.

SECRETARIAL STANDARD:

The Company has complied with the Secretarial Standards to the extent applicable.

DETAILS OF FRAUD:

There were no frauds which are reported to have been committed by employees or officers of the Company.

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

There are no material orders passed by the judicial or quasi-judicial Authority which affects the Going Concern Status of the Company during the year under review.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2024 will available on the Companys website at www.optimvstix.tv.

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

(A) CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The Company is taking every possible steps to conserve energy wherever possible and also organize regular training of employees to achieve the same. Several environment friendly measures were adopted by the Company to conserve energy. The Company increases usage of technology to provide better service to the stake holders. The Company thrives to improve, optimize and manage costs through usage of technology as per business cycles and needs.

(B) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earning: Rs. - NIL Foreign Exchange Outgo: Rs. - NIL

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013;

There were no instances / complaints reported under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has endeavored to comply with the provision of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to the extent possible.

APPLICATIONS UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016:

There were no applications made by the Company or upon the Company under the Insolvency and Bankruptcy Code, 2016 during the year under review. There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 by / against the Company as on March 31, 2024.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION:

During the year under review, there were no settlements made by the Company for any loan / borrowing taken from the Banks or Financial Institutions and hence no comment with regard to 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.

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors deeply appreciate the committed efforts put in by employees at all levels, whose continued commitment and dedication contributed greatly to achieving the goals set by your Company. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.