Optiemus Infracom Ltd

Dear Members,

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)

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 Rs 59,727.15 Lacs (FY 2022-23) to Rs 64,442.53 Lacs on standalone basis. However, due to increase in expenses, the Net profit of the Company decreased from Rs 3,480.25 Lacs (FY 2022-23) to Rs 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/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, 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_Policy.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 2023-24.

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_Policy.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/Risk_Management_Policy.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_Policy.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, inter alia, 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_Policy.pdf.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL a. 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 Rs 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:

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.optiemus.com/policies/Policy_on%20Materiality_of_Related_Party_Transactions_and_Dealing_with_Related_Party_Transaction.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.