Optivalue Tek Consulting Ltd Directors Report

To,

The Members,

OptiValue Tek Consulting Limited

Your directors have pleasure in presenting the 15th Boards Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2026.

1. FINANCIAL HIGHLIGHTS

The financial performance of the Company for the financial year ended 31st March, 2026 is summarized below:

(INR IN LAKHS)

Particulars	YEAR ENDED 31.03.2026	YEAR ENDED 31.03.2025
Revenue from Operations	9,073.88	5,607.85
Other Income	148.66	39.52
Total Income	9,222.53	5,647.37
Less: Total Expenses	7,449.60	4,022.95
Profit Before Tax	1,772.93	1,618.94
Less: Provision for Taxation Current Tax Deferred Tax (Expenses)/Income	427.03 30.59	426.65 21.61
Profit After Tax	1,376.49	1,213.90

2. STATE OF COMPANYS AFFAIRS

During the financial year under review, the company recorded a total income of Rs. 9,222.53 lakhs from its business operations and other sources, as against Rs. 5,647.37 lakhs in the previous financial period. The net profit after tax stood at Rs. 1,376.49 lakhs, reflecting a significant improvement in the companys financial performance.

During the financial year under review, the Company continued its business operations in the field of IT consulting and technology-enabled services. The Company witnessed significant growth during the year and successfully completed its Initial Public Offer ("IPO") and got listed on NSE EMERGE Platform of National Stock Exchange of India Limited.

The Company continues to focus on strengthening its operational capabilities, expanding clientele, improving service delivery standards and maintaining sustainable growth.

3. INITIAL PUBLIC OFFER (IPO) AND LISTING

During the year under review, the Company successfully launched and completed its Initial Public Offer ("IPO") comprising fresh issue of 61,69,600 Equity Shares of face value of Rs.10/- each at an issue price of Rs.84/- per equity share including premium of Rs.74/- per equity share.

The Board of Directors in its meeting held on 26th August, 2025 approved the Red Herring Prospectus and Prospectus in connection with the IPO of the Company.

Further, the Board at its meeting held on 8th September, 2025 approved the allotment of 61,69,600 Equity Shares pursuant to the IPO and the Equity Shares of the Company were listed on NSE EMERGE Platform of National Stock Exchange of India Limited.

Post allotment, the paid-up Equity Share Capital of the Company stood at Rs. 23,41,14,000/- divided into 2,34,11,400 Equity Shares of Rs.10/- each.

4. CHANGE IN SHARE CAPITAL

During the year under review, the Company issued and allotted 61,69,600 Equity Shares pursuant to the Initial Public Offer.

Accordingly, the issued, subscribed and paid-up share capital of the Company increased during the year.

5. DIVIDEND

In order to conserve resources for future business operations and growth, your directors do not recommend any dividend for the Financial Year 2025-26.

6. TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for FY 2025-26 in the Profit & Loss Account and no amount has been transferred to reserves during the year under review.

7. DETAILS OF NEW SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any new Subsidiaries, Associates and Joint Ventures. Thus, it is not required to give details as required under Rule 8(5)(iv) of Companies (Accounts) Rules, 2014.

8. DEPOSITS

During the year under review, your Company has neither accepted nor renewed any deposit within the meaning of Section 73 of the Companies Act, 2013.

9. MATERIAL CHANGES AND COMMITMENTS

Except as disclosed elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year and the date of this Report.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Ms. Shraboni Chatterjee resigned from the position of Company Secretary & Compliance Officer of the Company with effect from 10th February, 2026 and the erstwhile Chief Financial Officer resigned from the services of the Company with effect from 30th September, 2025. Further, Mr. Pramod Kumar T.C. was appointed as the Chief Financial Officer and Ms. Rashmi Negi was appointed as the Company Secretary & Compliance Officer of the Company with effect from 27th March, 2026. The Board and Key Managerial Personnel of the Company as on 31st March, 2026 are as under:

Sr. No.	DIN/PAN	Name	Designation	Date of Appointment
1	03511258	Ashish Kumar	Managing Director	07/12/2024
2	05260531	Ragini Jha	Whole-time Director	07/12/2024
3	00193844	Girish Kamal Gupta	Independent Director	10/03/2025
4	10835256	Sumit Kumar	Independent Director	07/11/2024
5	10742028	Ankit Aggarwal	Independent Director	14/08/2024
6	DVQPS9222D	Pramod Kumar T.C.	Chief Financial Officer	27/03/2026
7	CIEPR4165B	Rashmi	Company Secretary & Compliance Officer	27/03/2026

Further, Amit Jaiswal and Associates was appointed as the Internal Auditor of the Company pursuant to the provisions of Section 138 of the Companies Act, 2013.

11. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with applicable Rules made thereunder, the Board of Directors had appointed Amit Jaiswal and Associates as Internal Auditor of the Company for the Financial Year 2025-26.

12. BOARD COMMITTEES

During the financial year under review, the Company had the following Committees of the Board in accordance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:

Audit Committee

Name of the Director	Designation
Mr. Sumit Kumar	Chairperson
Mrs. Ragini Jha	Member
Mr. Ankit Aggarwal	Member

Nomination and Remuneration Committee

Name of the Director	Designation
Mr. Ankit Aggarwal	Chairperson
Mr. Sumit Kumar	Member
Mr. Girish Kamal Gupta	Member

Stakeholders Relationship Committee

Name of the Director	Designation
Mr. Sumit Kumar	Chairperson
Ms. Ragini Jha	Member
Mr. Ankit Aggarwal	Member

Corporate Social Responsibility Committee

Name of the Director	Designation
Mr. Ankit Aggarwal	Chairperson
Ms. Ragini Jha	Member
Mr. Sumit Kumar	Member

Risk Management Committee

Name of the Director	Designation
Mr. Sumit Kumar	Chairperson
Ms. Ragini Jha	Member
Mr. Ankit Aggarwal	Member

13. DECLARATION BY INDEPENDENT DIRECTORS

The Company has obtained the declarations from Independent Directors under Section 149(7) of the Companies Act, 2013 and the Board is satisfied that all the Independent Directors meet the criterion of independence as mentioned in Section 149(6) of the Companies Act, 2013.

14. NUMBER OF BOARD MEETINGS

During the Financial Year 2025-26, the Board of Directors met 10 times at regular intervals in compliance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 for which details are as under:

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1	29-05-2025	5	5
2	30-06-2025	5	5
3	16-07-2025	5	5
4	04-08-2025	5	5
5	11-08-2025	5	5
6	26-08-2025	5	5
7	08-09-2025	5	5
8	13-11-2025	5	5
9	02-01-2026	5	5
10	27-03-2026	5	5

During the financial year 2025-26, the members of Audit Committee met 2 (Two) times for which details are as under:

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1	13-11-2025	3	3
2	27-03-2026	3	3

During the financial year 2025-26, the members of Nomination and Remuneration Committee met 1 (One) time for which details are as under:

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1	27-03-2026	3	3

Further, the Company conducted 1 (One) Extra-Ordinary General Meeting (EGM) on 08-12-2025 during the financial year under review.

15. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3)L OF SECTION 178:

The Company has duly constituted a Nomination and Remuneration Committee under Section 178(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014.

16. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the annual performance evaluation of the Board, Committees and Individual Directors was carried out.

The Board expressed satisfaction with the evaluation process.

17. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed;

(b) appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent;

(c) proper and sufficient care has been taken for maintenance of adequate accounting records;

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

(e) proper internal financial controls were laid down and such controls are adequate and operating effectively; and

(f) Proper systems to ensure compliance with applicable laws were devised and such systems were adequate and operating effectively.

18. AUDITORS

M/s. A Mishra & Associates, Chartered Accountants (Firm Registration No. 023686N), were appointed as the Statutory Auditors of the Company at the 14th Annual General Meeting ("AGM") held for a term of five (5) consecutive years, to hold office from the conclusion of the said AGM till the conclusion of the 19th AGM of the Company.

Accordingly, the said appointment continues to remain valid and M/s. A Mishra & Associates, Chartered Accountants, shall continue as the Statutory Auditors of the Company till the conclusion of the 19th AGM, subject to the provisions of the Companies Act, 2013.

The Auditors Report on the Financial Statements of the Company for the Financial Year 2025-26 does not contain any qualification, reservation, adverse remark, or disclaimer.

19. SECRETARIAL AUDITOR

The members of the company have appointed M/s SNK and Associates as Secretarial Auditor of the Company for the Financial Year 2025-26 to FY 2029-30 in the Extra-ordinary General Meeting held on 8th December, 2025.

The Secretarial Audit Report forms part of this Report as Annexure.

20. SECRETARIAL STANDARDS

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

21. INTERNAL FINANCIAL CONTROLS

The Company has adequate Internal Financial Controls commensurate with the size, scale and complexity of its operations. The controls are designed to ensure orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors and accuracy of accounting records.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to financial statements.

23. RELATED PARTY TRANSACTIONS

The details of the contracts or arrangements with related parties referred to in sub section (1) of section 188 during the financial year were on an arms length basis and were in the ordinary course of business, pursuant to clause (h)) of sub-section (3) of section 134 of the Companies Act2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed with the report as "Annexure-A".

24. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism/Whistle Blower Policy in accordance with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 for directors and employees to report genuine concerns.

25. RISK MANAGEMENT

The company has in place a mechanism to identify, assess, monitor and mitigate various risks to the Company.

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

27. DETAILS OF FRAUDS REPORTED BY AUDITORS

Pursuant to the provisions of clause (ca) of sub-section (3) of section 134 of the Companies Act, 2013, your Directors report state that there is no fraud reported by the Auditors of the company under sub-section (12) of section 143 of the Companies Act, 2013.

28. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

During the year under review, no applications were made, nor any proceeding were pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

29. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the constitution of a Corporate Social Responsibility (CSR} Committee of the Board is not mandatory in case of our company as the annual spent on CSR activities is less than Rs. 50 lakhs, but for good governance the company has constituted Corporate Social Responsibility (CSR) Committee and the functions relating to the CSR activities and compliance of statutory provisions shall be carried out by the Corporate Social Responsibility (CSR) Committee. The Company has framed a CSR Policy indicating the activities to be undertaken by the Company in line with Schedule VII of the Companies Act, 2013. The CSR Policy is available on the Companys website at www.optivaluetek.com.

During the financial year 2025-26, the provision for expenditure on CSR activities has been made for 29.75 Lakhs and the Company has actually spent Rs. 21.10 Lakhs during the year on various CSR proj ects/programs out of which 18.51 lakhs related to previous years unspent amount.

The Annual Report on CSR activities for the financial year ended 31st March 2026, in the format prescribed under the Companies (CSR Policy) Rules, 2014, is annexed herewith as Annexure-B to this Report.

30. PARTICULARS OF EMPLOYEES

Disclosure required under Section 197 of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

31. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the financial year under review, there were no amounts which were required to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of Section 125(2) of the Companies Act, 2013.

32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Conservation of Energy

The operations of the Company are not energy intensive. However, the Company continues to adopt energy conservation measures wherever possible.

Technology Absorption

The Company continues to focus on technology innovation, process improvement and quality enhancement.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings: 117.15 Lakhs Foreign Exchange Outgo: Nil

33. ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013, the Annual Return of the Company in Form MGT-7 for the financial year ended 31st March, 2026 is available on the Companys website at the link www.optivaluetek.com .

34. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India relating to Board Meetings and General Meetings.

35. LISTING WITH STOCK EXCHANGE

The Equity Shares of the Company are listed on NSE EMERGE Platform of National Stock Exchange of India Limited on 10th September, 2025 and the Company has paid the applicable listing fees for the financial year 2025-26.

36. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI (LODR) Regulations, 2015 forms part of the Annual Report.

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

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has constituted an Internal Complaints Committee (ICC) for redressal of complaints.

During the Financial year 2025-26 under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

38. POLICIES FORMULATED, APPROVED AND ADOPTED BY THE BOARD

The Board of directors approved and adopted following polices during the financial year under review:

- Code of Conduct for Directors and Senior Management

- Code for Independent Directors

- Policy for determination of Materiality of events/Information and Disclosure to Stock Exchanges

- Policy for Preservation of Document and Archival of Documents

- Details of familiarization Programme for Independent Directors

- The Materiality Policy

- Policy for Determining Material Subsidiary

- Policy for identification of Material Group Companies

- Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for Regulating, Monitoring and Reporting of Trading by Insiders

- Related Party Transaction Policy

- Risk Management Policy

- Corporate Social Responsibility (CSR) Policy; and

- Policy for Prevention of Sexual Harassment

39. EMPLOYEE STOCK OPTION SCHEME

Since the Company has not granted any Stock Options so far, the company is not required to give any details in this regard.

40. ACKNOWLEDGEMENT

Your directors place on records their sincere appreciation for the continued support received from shareholders, customers, vendors, bankers, regulatory authorities and employees of the Company.

Ashish Kumar	Ragini Jha
Managing Director	Whole Time Director
DIN: 03511258	DIN: 05260531
Place: New Delhi
Date: 28.05.2026