The Directors are pleased to present the 33^rd Annual
Report of the Company along with the Audited
Standalone and Consolidated Financial Statements for
the financial year ended March 31, 2026.

1. FINANCIAL SUMMARY OR HIGHLIGHTS

The Audited Standalone and Consolidated
Financial Statements of the Company for the
financial year ended March 31, 2026, forming

2. STATE OF AFFAIRS OF THE COMPANY

On standalone basis, the Company recorded
revenue from operations of ' 72,409.04 Lakhs
during the F.Y. 2025-26, as against ' 59,153.05
Lakhs in the previous Financial Year 2024-25,
registering a growth of 22.41%. The net profit for
the year stood at ' 2,061.04 Lakhs in F.Y. 2025-26,

as compared to ' 2,224.04 Lakhs in the previous
financial year 2024-25. The Total Comprehensive
Income for the year was ' 2,069.23 Lakhs as
against ' 2,229.53 Lakhs in the previous financial
year.

On consolidated basis, the Company's revenue
from operations stood at ' 1,76,861.76 Lakhs

during the Financial Year 2025-26, as against
' 1,88,999.68 Lakhs in the previous financial year
2024-25. However, the consolidated net profit
increased to ' 6,601.42 Lakhs during the Financial
Year 2025-26 from ' 6,333.01 Lakhs in the
Financial Year 2024-25. The Total Comprehensive
Income for the year stood at ' 6,620.85 Lakhs
as compared to ' 6,342.27 Lakhs in the previous
financial year.

The marginal decline in standalone profitability
was primarily attributable to the inherent
fluctuations in the trading business. On a
consolidated basis, although revenue from
operations moderated during the year, the
Group reported an improvement in net profit,
demonstrating the resilience of its diversified
business portfolio. The overall performance
underscores the Company's continued focus on
sustainable growth and long-term value creation
for all its stakeholders.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

As on March 31, 2026, the Company had 8 (Eight)
wholly owned subsidiaries, 4 (Four) subsidiaries,
1 (One) step-down subsidiary, 1 (One) Associate
Company and 1 (One) Joint Venture.

During the F.Y. 2025-26, the Company
incorporated 4 (Four) wholly owned subsidiaries
viz. Optiemus Display Technology Private Limited
and Optiemus Vision Technology Private Limited,
on July, 22, 2025, Optiemus Micro Electronics
Private Limited on August 4, 2025 and XO Ventures
Private Limited on October 15, 2025. Further, a
subsidiary company namely 'The Factory Private
Limited' was also incorporated on December 19,
2025.

The details of Company's subsidiaries, associate
company and joint venture are given below:

Further, no company ceased to be a subsidiary,
step-down subsidiary, joint venture or associate
of the Company during the Financial Year 2025¬
26.

As at March 31, 2026, pursuant to Regulation 16
of SEBI Listing Regulations, the Company has
3 (Three) material subsidiaries viz. Optiemus

Electronics Limited ("OEL"), GDN Enterprises
Private Limited ("GDN") and Bharat Innovative
Glass Technologies Private Limited ("Bigtech").

Further, pursuant to Regulation 24(1) of the
SEBI Listing Regulations, the requirement of
appointing at least one Independent Director
of the Company on the Board of Directors of an

unlisted material subsidiary was applicable only
on 2 (Two) unlisted material subsidiaries namely
OEL and GDN and the said requirement has been
duly complied by them.

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 Act read with Rule 8 of Companies
(Accounts) Rules, 2014, the Company has
prepared its Consolidated Financial Statements
comprising the financial statements of the
Company, its Subsidiaries, Associate Company
and Joint Venture.

Further, pursuant to the provisions of Section
136 of the Act, the financial statements of the
Company, including consolidated financial
statements along with relevant documents forms
part of this Report. The separate audited financial
statements along with Audit Report in respect
of subsidiaries, are available on the Company's
website and can be accessed at https:/www.
optiemus.com/subsidiaries.html.

Pursuant to Section 129(3) of the Act read with
Rule 5 of the Companies (Accounts) Rules,
2014, a statement containing salient features
of the financial statements of the Company's
subsidiaries, associate company and joint venture
is given in Form AOC-1 enclosed herewith as
Annexure-1 of this Report.

4. TRANSFER TO RESERVES

During the Financial Year 2025-26, the Board of
Directors of the Company has not recommended
the transfer of any amount to the reserves.
Accordingly, the entire profit for the year has
been carried forward under the head 'Retained
Earnings' in the Statement of Changes in Equity.

5. CHANGE IN CAPITAL STRUCTURE

There was no change in the Authorised Share
Capital of the Company during the financial year.

Further, during the F.Y. 2025-26, the Preferential
Allotment Committee of the Board of Directors of
the Company, at its various meetings, approved
the allotment of 14,35,792 Equity Shares of face
value of ' 10/- each pursuant to the conversion of

fully convertible warrants issued on a preferential
basis in various tranches. The Equity Shares were
allotted at an issue price of ' 672.25/- per Equity
Share (including premium of ' 662.25/- per Equity
share) for cash. The equity shares so allotted rank
pari passu in all respects with the existing equity
shares of the Company.

Consequent to the aforesaid allotments, the paid-
up share capital of the Company increased from
' 87,25,29,910/- to ' 88,68,87,830/-. Accordingly,
as on March 31, 2026, the paid-up share capital
stood at ' 88,68,87,830/-, comprising 8,86,88,783
Equity Shares of ' 10/- each.

Apart from the above, there was no other change
in the share capital of the Company during the
Financial Year 2025-26. Further, the Company
did not undertake any public issue, rights issue,
bonus issue or issue of sweat equity shares during
the Financial Year 2025-26, nor did it undertake
any buy-back or redemption of securities.

Further, the Company has neither issued any
shares with differential voting rights nor granted
any stock options during the Financial Year 2025¬
26.

6. DETAILS OF UTILISATION OF FUNDS RAISED
THROUGH PREFERENTIAL ALLOTMENT

During the financial year 2024-25, the Company
had issued 30,12,800 fully convertible warrants on
a preferential basis at an issue price of ' 672.25/-
per warrant (including a premium of ' 662.25/-
per warrant), in accordance with the applicable
provisions of the Act, the SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2018
("SEBI ICDR Regulations") and other applicable
laws.

Out of the aforementioned 30,12,800 warrants,
14,35,792 fully convertible warrants were
converted into an equivalent number of Equity
Shares during the financial year 2025-26 upon
receipt of the balance 75% consideration
amounting to ' 7,239.08 Lakhs from the respective
warrant holders.

The funds so received during the financial
year 2025-26 pursuant to the conversion of
the aforementioned fully convertible warrants
were utilised for the purposes for which the
preferential issue was made and in accordance
with the objects stated in the Notice of the Extra-

Ordinary General Meeting held on January 4,
2025 read with corrigendum thereto, as modified
pursuant to the Special Resolution passed by
the members at the 32^nd Annual General Meeting
held on September 30, 2025. Further, there was
no deviation or variation in the utilisation of such
funds from the objects of the preferential issue.
ICRA Limited, appointed as Monitoring Agency
of the Company, has confirmed the utilisation of
the issue proceeds in its reports submitted on
quarterly basis, which were duly reviewed and
noted by the Audit Committee and the Board of
Directors of the Company.

Pursuant to Regulation 32 of the SEBI Listing
Regulations and the SEBI ICDR Regulations, the
requisite disclosures relating to the utilisation
of funds have been submitted to the Stock
Exchanges and are available on the website of
the Company at www.optiemus.com. Detailed
information in this regard, including the Statement
of Deviation(s) or Variation(s), forms part of the
Corporate Governance Report.

7. DIVIDEND

The Board has not recommended any dividend
payment for the financial year 2025-26.

Further, the Dividend Distribution Policy of the
Company is available on the website of the
Company and can be accessed at httpsp/www.
optiemus.com/policies/DividendDistribution_
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, 2026, 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, 2026. Accordingly,
the requirement to disclose details of deposits
not in compliance with Chapter V of the Act is not
applicable.

9. CHANGE IN NATURE OF BUSINESS

During the year, with a view to enhance value
creation, improve profit margins, and strengthen
quality control, and expand the scope of
Company's object to include the manufacturing,

assembling, processing, and fabrication of
telecommunication and electronic products,
components, and related infrastructure, the
Members of the Company, pursuant to a Special
Resolution passed through Postal Ballot on
December 18, 2025, approved the alteration of
the Main Objects Clause of the Memorandum of
Association by inserting a new sub-clause under
Clause III(A).

The aforesaid amendment enables the Company
to undertake the business of manufacturing,
assembling, processing, designing, developing,
trading, importing, exporting, buying, selling,
marketing and dealing in all kinds of electronic
and telecommunication products, appliances
and their components including but not
limited to tempered glass, cover glass, screen
protectors and related spare parts and materials,
and to provide services including consultancy
or otherwise in connection with the aforesaid
products and activities.

The aforesaid amendment to the Main Objects
Clause is an enabling provision and did not result
in any change in the nature of business carried on
by the Company during the Financial Year 2025¬
26.

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 SEBI 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 appointment of Directors,
Key Managerial Personnel ("KMP") and Senior
Management Personnel and other employees
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

Nomination and Remuneration Policy of the
Company is given under Annexure-2 forming
part of this Report. This Policy is also available
on the website of the Company at https:/
www.optiemus.com/policies/NominationAnd_
RemunerationPoiicy.pdf.

12. WEB-LINK OF ANNUAL RETURN

Pursuant to Section 92(3) and Section 134 of the
Act, the Annual Return of the Company for the
Financial Year 2025-26 is available on the website
of the Company at https://www.optiemus.com/
annual-return.html.

13. MEETINGS OF BOARD OF DIRECTORS

During the Financial Year 2025-26, the Board of
Directors duly met 6 (Six) times and the Board
Meetings were held on May 14, 2025, May 26, 2025,
August 14, 2025, August 28, 2025, November
14, 2025, and February 13, 2026, 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, to the best of their knowledge
and ability, the Directors of the Company hereby
confirm that:

(i) in the preparation of the annual accounts,
the applicable accounting standards have
been followed along with proper explanation
relating to material departures;

(ii) the Directors have 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 have 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 have prepared the annual
accounts on a going concern basis;

(v) the Directors have laid down internal financial
controls to be followed by the Company
and that such internal financial controls are
adequate and operating effectively; and

(vi) the Directors have 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
COMPANIES ACT, 2013

During the Financial Year 2025-26, the Company
made investments in the equity shares of its
subsidiaries and also provided Corporate
Guarantees on behalf of its subsidiary, in
compliance with the provisions of Section 186 of
the Act. The details thereof are provided under
Note No(s). 5(a) and 35(b), respectively, to the
standalone financial statements.

Further, the Company did not grant any loan or
provide any security during the financial year.

16. RISK MANAGEMENT FRAMEWORK

The Company has established a Risk Management
Framework to identify, assess, monitor and
mitigate risks that may affect the achievement
of its strategic and business objectives. The
Board of Directors oversees the Company's
risk management framework through the Risk
Management Committee, which is responsible
for formulating, implementing and periodically
reviewing the Risk Management Policy. The Policy
provides a structured approach for identifying
risks and opportunities, evaluating them based
on their likelihood and potential impact, and
implementing appropriate mitigation strategies.
Key risks identified across various business
functions are reviewed periodically, and suitable
mitigation measures are undertaken to manage
such risks effectively.

The Audit Committee provides oversight in
respect of financial risks, internal financial controls
and related compliance matters. The Company's
internal control systems commensurate with the
nature and size of its business and are reviewed
periodically to ensure their adequacy and

effectiveness. These systems are periodically
evaluated by the Internal Auditors and Statutory
Auditors and significant audit observations along
with corrective actions taken thereon are placed
before the Audit Committee.

The Risk Management Policy is available on
the website of the Company at https:/www.
optiemus.com/policies/Risk Management .
Policy.pdf. The composition and other details of
the Risk Management Committee are provided in
the Corporate Governance Report forming part
of this Annual Report.

17. CORPORATE SOCIAL RESPONSIBILITY

The Company's Corporate Social Responsibility
("CSR") initiatives are guided by its CSR Policy
framed in accordance with the provisions of
Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules,
2014. The CSR Policy is available on the website
of the Company at https://www.optiemus.com/
policies/CSR_Policy.pdf.

The Annual Report on the Company's CSR
activities, including the composition of the CSR
Committee, 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, forming part of this Report as
Annexure-3.

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 SEBI 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 Company's website at https://
www.optiemus.com/policies/Vigil Mechanism _
WhistleBlower Policy.pdf.

During the financial year under review, no Director
and Employee have been denied access to the
Chairman of the Audit Committee.

19. DETAILS OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL ("KMP")

The Board of Directors comprises eminent
professionals possessing rich and diverse
experience, who provide strategic direction,
guidance and effective oversight to the affairs of
the Company.

The details of the Board and its Committee's
composition, tenure of Directors, and other
details are available in the Corporate Governance
Report, which forms part of this Annual Report.

a. Change in Directors and KMP

During the financial year 2025-26, the
following changes took place in the
composition of Board of Directors:

• Mr. Naresh Kumar Jain (DIN:01281538)
ceased to be an Independent Director
of the Company from the closure of
business hours on October 27, 2025,
upon completion of his two consecutive
terms of five years each.

• Based on the recommendation of
the Nomination and Remuneration
Committee, the Board of Directors,
at its meeting held on August 28,
2025, approved the appointment of
Mr. Vishal Rajpal (DIN: 00864403) as an
Independent Director of the Company
for a term of three consecutive years,
with effect from October 28, 2025 up
to October 27, 2028, subject to the
approval of the Members. The Members
subsequently approved his appointment
by way of a Special Resolution passed at
the 32^nd Annual General Meeting held on
September 30, 2025.

Except as stated above, no other changes
took place in the composition of Board of
Directors and Key Managerial Personnel of
the Company.

b. Directors liable to retire by rotation

In accordance with the provisions of Section
152(6) of the Act and the Articles of Association
of the Company, 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 ("AGM").
Hence, this year, Mr. Neetesh Gupta (DIN:
00030782), Non-Executive Director, is liable
to retire from the Board by rotation and
being eligible, has offered himself for re¬
appointment at the ensuing AGM. The Board
recommends his re-appointment at the
ensuing AGM. A resolution seeking Members'
approval for his re-appointment along with
other required details forms part of the
Notice of ensuing AGM.

c. Re-appointment of Independent Directors
at the ensuing AGM

The Members, by way of a Special Resolution
passed through Postal Ballot on March 28,
2024, appointed Mr. Gauri Shankar (DIN:
06764026) and Mr. Rakesh Kumar Srivastava
(DIN: 08896124) as Independent Directors
of the Company for a first term of three
consecutive years, commencing from
April 1, 2024 and ending on March 31, 2027.
Accordingly, their present term of office will
expire on March 31, 2027.

Therefore, in compliance with the provisions
of Section 149, 178 read with Schedule
IV of the Act and Regulation 17, 25 of SEBI
Listing Regulations and based on the
recommendation of the Nomination and
Remuneration Committee, the Board of
Directors, at its meeting held on August
27, 2026, approved and recommended the
re-appointment of Mr. Gauri Shankar (DIN:
06764026) and Mr. Rakesh Kumar Srivastava
(DIN: 08896124) as an Independent Directors
of the Company for a second term of five
consecutive years, commencing from April
1, 2027 up to March 31, 2032 subject to the

approval of Members at the ensuing Annual
General Meeting.

The Company has received notices in writing
from the Members under Section 160 of the
Act proposing the candidature of Mr. Gauri
Shankar and Mr. Rakesh Kumar Srivastava
for their respective re-appointments as
Independent Directors of the Company.

The details of the Directors proposed to
be re-appointed, as required under the
SEBI Listing Regulations and Secretarial
Standard-2 on General Meetings issued
by the Institute of Company Secretaries of
India, are given in the Notice convening the
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 confirming and
certifying that they continue to meet the criteria
of independence as provided in Section 149(6)
of the Act and Regulation 16 of SEBI 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 ("IICA").

The Board has taken on record the said
declarations submitted by the Independent
Directors after undertaking due assessment
of the veracity of the same. There has been no
change in the circumstances affecting their status
as Independent Directors of the Company.

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 SEBI
Listing Regulations.

21. FAMILIARIZATION PROGRAMME FORINDEPENDENT DIRECTORS

Pursuant to the provisions of Regulation 25(7) of
the SEBI Listing Regulations read with Schedule
IV to the Act, the Company periodically conducts
Familiarisation Programmes for its Independent
Directors to enhance their understanding of
the Company's business, industry, operations,
business model, governance framework and
regulatory environment, thereby enabling
them to effectively discharge their duties and
responsibilities.

The Familiarisation Programmes include
presentations, business and operational updates,
interactions with the senior management and
functional heads, and periodic updates on
significant developments affecting the Company.
The Independent Directors are also apprised of
changes in the legal and regulatory framework,
including amendments to the Act, the SEBI
Regulations and other applicable laws, as well as
their roles, rights and responsibilities as members
of the Board and its Committees.

The details of the Familiarisation Programme
for Independent Directors are available on the
website of the Company at

https://www.optiemijs.com/polides/Familiansation Programmes for Independent Directors.pdf.

22. FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Act and
Regulation 17(10) of the SEBI Listing Regulations,
the Board of Directors carried out the annual
performance evaluation of the Board as a whole,
its Committees, the Chairman and Individual
Directors (including Independent Directors)
for the Financial Year 2025-26, based on the
framework and evaluation criteria recommended
by the Nomination and Remuneration Committee
("NRC"). The Director being evaluated did not
participate in the evaluation of his/her own
performance. The evaluation was carried out
through a structured process comprising detailed
questionnaires, feedback and discussions.

The evaluation framework, as approved by the NRC
and the Board, covers various aspects including
the composition and diversity of the Board,
effectiveness of the Board and its Committees,
quality of deliberations and decision-making,

strategic guidance, governance and compliance
oversight, risk management, succession planning,
participation and contribution of the Directors,
independence of judgment and the effectiveness
of the Chairman in providing leadership to the
Board.

In accordance with Schedule IV of the Act and
the SEBI Listing Regulations, the Independent
Directors, at their separate meeting, reviewed the
performance of the Non-Independent Directors
and the Board as a whole and evaluated the
performance of the Chairperson of the Company,
taking into account the views of the Executive
and Non-Executive Directors.

The NRC reviewed the outcome of performance
evaluation of individual directors, while the Board
reviewed the overall outcome of the performance
evaluation of the Board, its Committees, the
Chairman and the Individual Directors. The Board
was satisfied that the Board, its Committees,
the Chairman and the Individual Directors
continued to function effectively and discharge
their respective roles and responsibilities in
accordance with the highest standards of
corporate governance and their performance
was found to be satisfactory.

23. PARTICULARS OF EMPLOYEES AND OTHER
DISCLOSURES

The Statement of Disclosure 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 provided under Annexure-4 to this Report.

24. AUDITORSa) Statutory Auditors and their report

At the 29^th AGM of the members of Company
held on September 29, 2022, M/s. Mukesh
Raj & Co., Chartered Accountants, (Firm
Registration No. 016693N), were re¬
appointed 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.

The Statutory Auditors' Reports for the
financial year 2025-26 is enclosed with the
financial statements of the Company forming
part of this Annual Report. The Auditors'
Reports do not contain any qualifications,
reservations or adverse remarks or
disclaimers. The observations/emphasis
made by Statutory Auditors in their reports
on standalone and consolidated financials
are self-explanatory and therefore, do not
call for any further comments.

During the financial year under review,
no frauds were reported by the Statutory
Auditors under Section 143(12) of the Act.

b) Secretarial Auditors and their report

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 and
Regulation 24 of SEBI Listing Regulations,
and based on the recommendations of the
Audit Committee and the Board of Directors,
the Members of the Company, at the 32^nd
Annual General Meeting held on September
30, 2025, approved the appointment of M/s.
S.K. Batra & Associates, Practicing Company
Secretaries (Peer Reviewed Firm), as the
Secretarial Auditors of the Company for a
term of five consecutive years, commencing
from the Financial Year 2025-26.

Pursuant to the provisions of Section 204 of
the Act and Regulation 24A of the SEBI Listing
Regulations, the Secretarial Audit Report of
the Company for the Financial Year 2025¬
26, issued by M/s. S.K. Batra & Associates in
Form No. MR-3, forms part of this Report as
Annexure-5.

Further, there was no qualification,
reservation, adverse remark or disclaimer
made by the Secretarial Auditors in their
Report.

Annual Secretarial Compliance Report

In compliance with Regulation 24A(2) of
the SEBI Listing Regulations, the Annual
Secretarial Compliance Report for the

Financial Year 2025-26, issued by M/s. S.K.
Batra & Associates, Secretarial Auditors,
has been submitted to the National Stock
Exchange of India Limited and BSE Limited.

c) Secretarial Audit Report of Material Unlisted
Subsidiaries

The Secretarial Audit Reports of Company's
material unlisted subsidiaries namely
Optiemus Electronics Limited ("OEL"),
GDN Enterprises Private Limited ("GDN")
and Bharat Innovative Glass Technologies
Private Limited ("Bigtech") for the financial
year 2025-26, as issued by their respective
Secretarial Auditors in Form MR-3 (including
observations) are annexed to this Report as
Annexure-6, Annexure-7 and Annexure-8
respectively.

d) Cost Auditors and maintenance of cost
records

During the year, the maintenance of cost
records and requirement of cost audit
thereof as specified under Section 148 of
the Act was not applicable to the Company.
Hence, the appointment of Cost Auditor is
also not applicable to the Company.

25. DETAILS OF COMPLAINTS UNDER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT,
2013

The Company upholds a zero tolerance approach
towards sexual harassment at the workplace
and is committed to provide a safe, secure and
harassment-free workplace and endeavours
to maintain an environment that is free from
discrimination and sexual harassment.

The Company has adopted a Policy on Prevention
of Sexual Harassment at Workplace in accordance
with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. An Internal Complaints
Committee has been constituted to ensure
implementation of and compliance with the
provisions of the said Act and to consider and
redress complaints of sexual harassment. The
Policy covers all employees of the Company,
including permanent, contractual, temporary
employees and trainees.

The Company periodically conducts awareness
and sensitisation programmes for employees
across the organisation on the Policy and the
provisions of the Act.

During the Financial Year 2025-26, no complaint
of sexual harassment was received under the
provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. Accordingly, no complaint
was disposed of during the year, and no complaint
remained pending for more than ninety days as
on March 31, 2026.

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 financial
year ended March 31, 2026 is given below:

A. Conservation of Energy:

i. The steps taken or impact on
conservation of energy: The Company
is engaged in the business of wholesale
trading of telecommunication and allied
products. Considering the nature of
business of the Company, energy does
not constitute a significant component
of the Company's operating costs.
Nevertheless, the Company, wherever
possible and feasible, continues to
undertake measures aimed at promoting
energy conservation and minimising
power consumption.

The Company continues to adopt
energy-efficient practices in its office
and warehouse wherever feasible, with a
view to optimise energy consumption.

ii. The steps taken by the Company for
utilising alternate sources of energy:

Considering the nature of business of
the Company, it has not adopted any
alternate source of energy during the
financial year. However, the Company
has undertaken the following measures
for conservation of energy:

• Conducting employee awareness
drives and displaying energy
conservation messages at
prominent locations within the
office premises;

• Advocating switching off lights, air
conditioners, computers and other
electrical equipment, when not in
use and optimize air-conditioning
temperature settings to reduce
energy consumption; and

• Installation and use of various
energy efficient equipment,
wherever feasible.

iii. The capital investment on energy
conservation equipments: Considering
the nature of Company's business
operations and its normal level of
energy consumption, no significant
capital investment was made on energy
conservation equipment during the
financial year.

B. Technology Absorption: Considering

the nature of the Company's business
operations, the particulars relating to
technology absorption are not applicable.
Accordingly, the following disclosures are
not applicable to the Company during the
financial year:

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, no expenses
have been incurred by the Company on
Research and Development activities.

D. Foreign Exchange Earnings and Outgo:

i. The Foreign Exchange earned in terms of
actual inflows during the year: NIL

ii. The Foreign Exchange Outgo during the
year in terms of actual outflows: NIL

27. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS OR TRANSACTIONS WITH
RELATED PARTIES

All related party transactions are placed before
the Audit Committee and/or the Board, for their
approval, wherever required in accordance with
the applicable provisions of the Act and SEBI
Listing Regulations. Pursuant to the provisions
of the Act and SEBI Listing Regulations, prior
omnibus approval of the Audit Committee has
been obtained for such related party transactions
that are repetitive in nature and are foreseen.

During the financial year, the Company has not
entered into any materially significant related
party contracts, arrangements or transactions
with its 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 and
transactions entered into by the Company with
its related parties were in the ordinary course of
business and on arm's length basis and were in
compliance with the provisions of the Act and
SEBI Listing Regulations.

Accordingly, the disclosure of particulars of
contracts or arrangements with related parties in
the prescribed Form No. AOC-2 is not applicable
to the Company for the financial year 2025-26
and hence, does not form part of this Report.

Pursuant to Regulation 23(9) of SEBI Listing
Regulations, the Company has submitted the
disclosures of related party transactions to the
Stock Exchanges every half year.

In this regard, related party transactions have
been disclosed under Note No. 28 of the Notes
to the Standalone Financial Statements of the
Company, in accordance with the applicable
Indian Accounting Standards.

The policy on Materiality of Related Party
Transactions and dealing with Related Party
Transactions as approved by the Board is available
on the website of the Company at https:/
www.optiemus.com/policies/Policy on%20
Materiality of RelatedParty Transactionsand _
Dealing with ReiatedParty Transaction.pdf.

28. SIGNIFICANT AND MATERIAL ORDER PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY'S OPERATIONS IN FUTURE

During the year, no significant and material order
has been passed by the Regulators, Courts or
Tribunals impacting the going concern status and
Company's operations in future.

29. EMPLOYEE STOCK OPTION SCHEME

The Company has in place the Optiemus
Employee Stock Option Scheme - 2016 ("ESOP
Scheme"), which is in compliance with the
provisions of SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 ("SEBI SBEB
Regulations"). Further, there was no change in
the ESOP Scheme during the year.

During the financial year 2025-26, no options
were granted, vested, exercised, cancelled or
l apsed under the ESOP Scheme. Further, no
options were outstanding as at March 31, 2026.
Accordingly, the disclosures prescribed under
Rule 12(9) of the Companies (Share Capital and
Debentures) Rules, 2014 and Regulation 14
read with Part F of Schedule I to the SEBI SBEB
Regulations, are not applicable.

A certificate from the Secretarial Auditor,
certifying that the ESOP scheme has been
implemented in accordance with the provisions
of SEBI SBEB Regulations and in accordance
with the resolution passed by the members of
the Company, as required under Regulation 13
of SEBI SBEB Regulations, has been placed on
the website of the Company at https/www.
ojotiemus.com/gdf/OIL_ESOP_Certificate_2026.
pdf and the same will also be available for
inspection by the Members, electronically, from
the date of circulation of Notice of this AGM until
the conclusion of the AGM of the Company.

30. CREDIT RATING

During the financial year 2025-26, no new credit
rating was obtained by the Company. In March
2025, ICRA Limited had assigned [ICRA] BBB-
(Stable) to the Company's long-term facilities
and [ICRA] A3 to its short-term facilities, which
remained applicable during the financial year
2025-26.

Subsequent to the closure of the financial year
2025-26, the Company shifted its credit rating
agency from ICRA Limited to CRISIL Ratings
Limited. CRISIL Ratings Limited has assigned a
long-term credit rating of CRISIL BBB/Stable and
a short-term credit rating of CRISIL A3 to the
proposed Bank Loan Facilities of the Company.
The ratings assigned by CRISIL Ratings Limited
represent an upgrade from the previous ratings of
[ICRA] BBB- (Stable) and [ICRA] A3, respectively.

31. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial
controls ("IFC") with reference to the Financial
Statements, commensurate with the size and
nature of its business. These controls are designed
to ensure reliability of financial reporting,
accuracy and completeness of accounting
records, safeguarding of assets, prevention and
detection of frauds and errors, and compliance
with applicable policies and procedures.

The Company has established a well-defined
Governance, Risk & Compliance ("GRC")
Framework, supported by comprehensive
policies and Standard Operating Procedures. The
Company's Enterprise Resource Planning (ERP)
platform and GRC systems facilitate role-based
access and authority for business and functional
teams, thereby supporting smooth operations
across the organisation. The IFC framework
enables the Company to operate in an orderly
and effective manner by ensuring adherence to
applicable policies and procedures, safeguarding
of assets, prevention and detection of frauds and
errors, maintenance of accurate and complete
accounting records, and timely preparation of
reliable financial information.

Further, the reports of the Internal Auditors
are submitted to the Audit Committee on a
quarterly basis. The Audit Committee reviews

the performance and effectiveness of the internal
audit function and ensures that appropriate
checks and balances are incorporated into
the control system. The Audit Committee, in
consultation with the Internal Auditors, reviews
and monitors the major financial risk exposures of
the Company.

32. CORPORATE GOVERNANCE

The Company strives to ensure that best
corporate governance practices are identified,
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
SEBI Listing Regulations. The said certificate is
annexed to this Report as Annexure-9.

Further, pursuant to SEBI 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, 2026, as stipulated
under Regulation 34(2)(e) of the SEBI Listing
Regulations, is given 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, 2026, as stipulated
under Regulation 34(2)(f) of the SEBI Listing
Regulations, is given 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 financial year 2025-26, 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

During the financial year 2025-26, there was no
instance of one-time 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

During the year, the Company has complied with
the applicable provisions of the Maternity Benefit
Act, 1961 and has policies, systems and processes
in place to ensure ongoing compliance.

40. ACKNOWLEDGEMENT

The Board of Directors wish to express its 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.

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, 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 27, 2026 Executive Chairman

Place: Noida (U.P.) DIN: 00277434