Optivalue Tek Consulting Ltd Directors Report

Dear Members,

The directors have pleasure in presenting this 13th Annual report on the affairs of the Company together with the Audited Statement of Accounts for the year ended on 31st March, 2024.

1. Financial Summary or performance of the company:

(Amount in Lacs)

PARTICULARS	YEAR ENDED 31.03.2024	YEAR ENDED 31.03.2023
Revenue from operations	3656.04	3884.32
Other Income	16.86	43.04
Total Income	3672.90	3927.36
Total Expenses	2929.23	3546.37
Profit/(loss) before Taxation	743.68	380.99
Less: Provision for Taxation
Current Tax	193.21	104.13
Deferred Tax Expenses/(lncome)	1.31	(0.47)
Profit after Taxation	549.16	277.32
carried to Balance Sheet	549.16	277.32

2. Operations

During the year under review your company has registered a turnover of Rs. 3656.04 lacs against Rs 3884.32 lacs in the previous year. During the year, the company has registered Profit after tax of Rs. 549.16 lacs against profit of Rs. 277.32 lacs in the previous year.

During the year under review our Company has earned a good profit and trying to enlarge the activity and product to cover larger customer base in future. It is hopeful to gain new business opportunities and better market condition in near future and confident of showing improved results in the years to come.

3 Transfer to reserves

The Company has not transferred any amount to reserves during reporting period.

4. Dividend

Your directors regret their inability to recommend any dividend for financial period 2023-24.

5. Material Changes between the date of the Board report and end of financial year.

During the end of financial year and date of Board Report following activities taken place:

a. Increase in the Authorized Capital of the company from Rs. 1,00,000 to Rs. 25,00,00,000 vide Ordinary Resolution dated 22nd May, 2024.

b Special Resolution passed on 22nd May, 2024 to convert the company from private company to public company.

c. Issue of 1150 equity shares to Mr. Sujith Damodara Kamath on 24,h July, 2024.

There have been no any other material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

6. Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future:

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

7. Subsidiary Company:

As on March 31, 2024, the Company does not have any subsidiary.

8. Statutory Auditor & Audit Report:

M/s. A. Mishra & Associates, Chartered Accountants, statutory auditors of the Company having FRN NO.023686N was appointed in 9th Annual General Meeting of the company to hold office until the conclusion of the 14th Annual General Meeting to be held in the year 2025. The requirement of seeking ratification of the members for continuance of Statutory Auditors appointment has been withdrawn consequent to changes in the Companies (Amendment) Act, 2017 w.e.f. May 7, 2018. Hence the resolution seeking ratification of the members for their appointment is not being placed at the ensuing Annual General Meeting.

The Statutory Auditor have confirmed their eligibility and submitted the certificate in writing that they are not disqualified to hold the office of Statutory Auditor.

There are no qualifications or observations or remarks made by the Auditors in their Report.

9. Change in the nature of business:

There is no change in the nature of the business of the company

10. Details of directors or key managerial personnel;

The Board of Directors duly constituted and there is no change during reporting period.

11. Deposits:

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2024. There were no unclaimed or unpaid deposits as on March 31, 2024.

12. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The provisions of Section 134(3) (m) of the Companies Act, 2013 regarding conservation of energy and technology absorption do not apply to our company.

13. Corporate Social Responsibility:

During the Financial Year 2023-24 the net profit of the Company crossed the threshold limit of Rs.5.00 crore due to which Company has to spend the specified amount on CSR activities as prescribed under the provision 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 the case of our company as the annual spent on CSR activities is less than Rs. 50 lakhs. Instead, the functions relating to the CSR activities and compliance of statutory provisions shall be carried out the Board of Directors.

The Company has framed a Corporate Social Responsibility Policy and identified a site in rural area of Bihar for establishing and running a Computer Centre as their key area for Corporate Social Responsibility Initiatives. The Company will continue to support social projects that are consistent with the policy.

Provision for Expenditure on Corporate Social Expenditure is Rs. NIL. Since, profit after tax for the year of the Company is below Rs. 5 Crores, the Company is not required to spent as per amended provisions of CSR.

14. Number of meetings of the Board:

During the financial year 2023-24, the Board of Directors met 4(Four) times for which details given as under:

Sr. No.	Date of Meeting	Board strength	No. of Directors present
1	10-06-2023	2	2
2	02-09-2023	2	2
3	11-12-2023	2	2
4	20-03-2024	2	2

15. Directors Responsibility Statement:

i. Pursuant to the requirement under section 134(3)(C) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

ii. In the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

iii. 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 as at March 31, 2024 and of the profit and loss of the company for that period;

iv. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

v. The directors had prepared the annual accounts on a going concern basis; 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.

16. Declaration by Independent Directors:

The Company was not required to appoint Independent Directors under Section 149(4) and Rule 4 of the Companies : Appointment and Qualification of Directors) Rules, 2014 hence no declaration has been obtained.

17. 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) of section 178:

The Company, being a Private Limited Company was not required to constitute a Nomination and Remuneration Committee under Section 178(1) of the Companies Act, 2013 and Rule 6 of the Companies (Meetings of Boardand its Powers) Rules, 2014 and Stakeholders Relationship Committee under Section 178(5) of the Companies Act, 2013.

18. Particulars of loans, guarantees or investments under section 186:

During the year under review, the Company has not advanced any loans/ given guarantees/ made investments.

19. Particulars of Employee:

None of the employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

20. Related Party Transactions:

There are no 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.

21. Annual Return:

The company is having website i.e. www.optivaluetek.com and annual return of company has been published on such website.

22. Acknowledgments:

Your directors acknowledge the support and co-operation received from the employees and all those who havehelped in the day to day management.

For and on behalf of the Board of Directors

	(Ragini Jha)	(Ashish Kumar)
	Director	Director
Place: New Delhi	DIN: 05260531	DIN: 03511258
Dated: 25.07.2024