Dear Members,

The Directors of your Company are pleased to present the 25th Annual Report on the Business and operations of the Company along with the Audited Accounts for the financial year ended 31st March, 2018.

1. FINANCIAL SYNOPSIS:

Key aspects of Financial Performance of the Company for the year ended March 31, 2018 are tabulated below, inter-alia, pursuant to the Companies (Accounts) Rules, 2014.

The consolidated performance of the Company and its subsidiaries has also been set out herein, and wherever required.

(INR in Lacs except EPS)

2. INFORMATION ON STATE OF AFFAIRS OF THE COMPANY

In the financial year 2017-18, your Company continued its growth momentum on key parameters. Detailed information on state of affairs of the Companies is given in Management Discussion and Analysis Report forming part of this report.

3. TRANSFER TO RESERVES

The Company is not mandatorily required to transfer its surplus to the General Reserve as no dividend has been proposed for the year 2017-18. Hence, current year profit has been proposed to be retained in the Profit and Loss Account.

4. DIVIDEND

The Board is of opinion that the Company should utilize its funds towards the operations to accelerate the growth rate. Accordingly, the Board does not recommend any dividend payment for the year 201718.

5. DEPOSITS

During the year, your Company has not accepted any deposits within the meaning of the provisions of section 73 of the Companies Act, 2013.

6. MATERIAL ORGANIZATIONAL CHANGES

Launch of Blackberry Mobile Phones

Last year your Company signed an exclusive licensing agreement with BlackBerry, by virtue of which Optiemus qualified itself to design, sell, promote and provide customer support service for BlackBerry mobile devices in India, Sri Lanka, Nepal & Bangladesh. In furtherance of the Agreement, in the period under reporting, Company has launched four (4) BlackBerry devices, viz. KEYone, Key2, Evolve and EvolveX.

Approval for Amalgamation of wholly owned Subsidiaries with the Company The Regional Director, Northern Region, Ministry of Corporate Affairs, vide its confirmation order dated April 3, 2018 approved the scheme of amalgamation between MPS Telecom Private Limited (Transferor Company-1) and Oneworld Teleservices Private Limited (Transferor Company - 2) with Optiemus Infracom Limited (Transferee Company) and their respective shareholders and creditors in terms of section 233 of Companies Act 2013 i.e. fast track route. Accordingly, the Financial Statement of the Company include full year figures of MPS Telecom Private Limited (Transferor Company-1) and Oneworld Teleservices Private Limited (Transferor Company - 2) as a result of amalgamation.

Direct Listing of Equity shares on NSE

In order to provide enhanced liquidity to the shareholders of the Company, your Company applied to National Stock Exchange of India (NSE) for listing of its equity shares on NSE under Direct listing route and approval for the same was granted on August 4, 2017 and the equity shares of the Company were listed and admitted for dealings on the exchange w.e.f. August 8, 2017. Hence, the Company is now listed on NSE as well along with BSE.

Adoption of Ind AS

Your Company has Company has for the first time adopted IND-AS with a transition date of April 1, 2016 as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act 2013 read with rule 3 of the Companies (Indian Accounting Standards) rules, 2015, Companies (Indian Accounting Standards) amendment rules 2016 and in terms of regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations , 2015 ,SEBI circular dated July 5, 2016 and other accounting principles generally accepted in India Beginning April 1, 2017.

7. EXTRACT OF ANNUAL RETURN

The extract of annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013, in the prescribed Form MGT-9 is annexed to this Report as Annexure -1. Also, Annual Return as referred to in sub-section 3 of section 134 of Companies Act, 2013 will be placed on Companies Website under web-link httpsJ/www. optiemus. com/policies, html.

8. NUMBER OF MEETINGS OF THE BOARD

There were 12 (twelve) meetings of the Board held during the year. The Maximum gap between the two meetings did not exceed 120 days. Detailed information on Board Meetings is given in Corporate Governance Report.

9. DIRECTORS’ RESPONSIBILITY STATEMENT

In pursuance to clause (c) of sub section (3) of section 134 of the Companies Act, 2013, to the best of their knowledge and belief, the Directors of your Company 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.

(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.

10. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT. 2013

Details of Investments made, loans given and Guarantee given falling under the provisions of section 186 of the Companies Act, 2013 are given under Note No. 5a, 9a, 5b, 9e, and 29c of the notes to standalone financial statements.

11. RISK MANAGEMENT FRAMEWORK

Your Company has taken necessary steps for risk management including identifying risk which may threaten the existence/ operations of the Company.

12. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company approved a policy on CSR which is also hosted on Company’s website under web link https://www.optiemus.com/policies.html The detailed report on CSR is attached as Annexure-2 to this report.

13. DISCLOSURE ON ESTABLISHMENT OF VIGIL MECHANISM

Section 177(9) of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 inter alia, provides for a mandatory requirement for all listed companies to establish a mechanism called, ‘Whistle Blower Policy’ for 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, your Company has established a 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 these concerns without fear of punishment or unfair treatment.

Further, Your Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.

The Policy is hosted on the Company’s website www.optiemus.com under web link http:// www. optiemus. com/policies.html.

14. DIRECTORS & KEY MANAGERIAL PERSONNEL

No change in the composition of Directors or Key Managerial Personnel took place during the period under review.

The Notice of ensuing Annual General Meeting includes a proposal seeking Members approval by way of Special Resolution for re-appointment of Mr. Gautam Kanjilal, Mr. Tejendra Pal Singh Josen and Mr. Charan Singh Gupta, as Independent Directors for period of five (5) years from expiry of their current term on 31st March, 2019. Based on performance evaluation process and consent received from each of aforesaid Directors that they meet the criteria of independence, your Board recommends their re-appointment as Independent Directors for the second term of five (5) consecutive years upon expiry of current term on 31st March, 2019.

Also, In accordance with section 152(6) of the Companies Act, 2013, the period of office of at least two-third 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. Hardip Singh retires from the Board by rotation and being eligible, offers himself for re-appointment. The information as required to be disclosed under SEBI (Listing Obligation & Disclosure Requirement) Regulations, 2015 and Secretarial Standards in case of re-appointment of the director is provided in the Notice of the ensuing annual general meeting which forms part of this Annual report.

Declaration by Independent Directors

The Company has received declaration of Independence from all Independent Directors, inter-alia, pursuant to Section 149 of the Companies Act, 2013, confirming and certifying that they have complied with all the requirements of being an Independent Director of the Company.

Inter-se relationship of Directors

Ms. Renu Gupta, Non-Executive Director is a relative of Mr. Ashok Gupta, Chairman of the Company. No other Directors are related to each other. Also, there were no pecuniary transactions or relationship of the Non-Executive Directors vis-a-vis the company.

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.

Board Evaluation

The Companies Act, 2013 and the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 requires the Annual report to disclose 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 www.optiemus.com under the web link https://www. optiemus. com/policies.html as a part of Company’s Nomination & Remuneration Committee Policy.

Manner in which said evaluation was made by the Board is given below:

- Based on the criteria, a structured questionnaire was prepared after taking into consideration inter-alia the inputs received from the Directors (except for the director being evaluated) for the year under review. The structured questionnaire covered various aspects of the Board’s functioning such as strategic alignment and direction, engagement alignment, composition and structure, dynamics and culture, ethical leadership and corporate citizenship, support to the Board, Committees evaluation and self-evaluation etc.

- The Ratings for Non-Independent Directors were given by the Independent Directors at a separate meeting convened by them. The ratings for Independent Directors were given by all the Directors excluding the Independent Director being evaluated. The Evaluation for performance of Committees was given by the entire Board.

- 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 the performance of the Board, Directors individually and Committee(s).

- The report on performance evaluation of Non Independent Directors so arrived at was then noted and discussed by the Nomination and Remuneration Committee.

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.

Familiarizing programme for Independent Directors

SEBI (Listing obligations & Disclosure Requirement) Regulations, 2015 and the applicable provisions of Companies Act, 2013 requires conduction of familiarization programme of 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 familiarization programmes are given on are conducted for the directors about the business operations, new avenues, industry overview, threats, opportunities and challenges in respective verticals.

15. 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 provided in the Annexure -3 forming part of the Annual Report.

16. AUDITORS

Statutory Auditors

At the 24th Annual general Meeting held on 8th December, 2017, the Shareholders approved the appointment of M/s Mukesh Raj & Co. Chartered Accountants, (firm registration no. 016693N), as Statutory Auditors of the Company until the conclusion of 29th Annual General Meeting to be held in the year 2022 subject to ratification by the shareholders every year.

Pursuant to recent amendment to Section 139 of the Companies Act, 2013 effective from 7th May, 2018, ratification by Shareholders every year for the appointment of Statutory Auditors is no longer required and accordingly the Notice of the 25th Annual General Meeting does not include the proposal for seeking Shareholders approval for ratification of Statutory Auditors appointment. The Company has received 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 Listing Regulations.

The Auditors’ Report for financial year 2017-18 does not contain any qualification, reservation or adverse remark or disclaimer. The Auditors’ Report is enclosed with the financial statements in this Annual Report. The Auditors did not report any fraud during the year.

M/s Mukesh Raj & Co, Chartered Accountants have certified that the company has complied with the mandatory requirements of corporate governance as stipulated in Listing Regulations. The same is annexed to this report as Annexure -4.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made hereunder, the Company appointed M/s S.K. Batra & Associates, Company Secretaries in Practice (Membership number: 7714, C.P No. 8072), to undertake the secretarial audit of the Company. Secretarial Audit Report for the financial year 2017-18 as given by M/s S.K. Batra & Associates in the prescribed form MR-3 is annexed to this Report as Annexure -5.

The Secretarial Audit Report for financial year 2017-18 does not contain any qualification, reservation or adverse remark or disclaimer.

COST AUDIT

Maintaining cost records as specified by the Central Government under section 148 (1) of the Companies Act, 2013 is not applicable to your Company.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements, inter-alia, of The Sexual Harassment of Women at Workplace (Prevention, Prohibition Redressal) Act, 2013. An Internal Committee has been set up to redress 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 off during the Financial Year 2017-18:

- No. of complaints received : Nil

- No. of complaints disposed off : N.A.

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

Conservation of Energy

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, Capital expenditure on energy conservation equipment is not required, keeping in view the normal energy consumption in the business activity of the Company. Various Steps are being taken for conservation of energy and using alternate sources of energy, to name a few:

- Advocating switching off of lights and ACs when not required, turning off of 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 equipments.

Technology absorption

Taking into consideration the nature of Business of Company, No technology is being used.

Foreign exchange earnings and Outgo

The Company has continued to maintain focus on and avail of export opportunities based on economic considerations.

Foreign Exchange Earning & Outgo details are as follows:

*The Figures are on receipt/payment basis.

19. SUBSIDIARIES

Subsidiaries Acquired

During the year under purview, The Company acquired following subsidiaries:

1. Teleecare Network India Private Limited

2. Teleecare Network (BD) Private Limited (Step Down Subsidiary)

3. International Value Retail Private Limited (Step Down Subsidiary)

4. GDN Enterprises Private Limited (Step Down Subsidiary)

5. MPS Telecom Retail Private Limited (Step Down Subsidiary)

Subsidiaries Sold/Liquidated/Merged

During the year, following Companies ceased to subsidiaries of the Company due to liquidation:

1. MPS Telecom Private Limited - by virtue of amalgamation with Optiemus

2. Oneworld Teleservices Private Limited - by virtue of amalgamation with Optiemus

3. M/s Optiemus Metals & Mining Pte. Limited

No associate Company was acquired or sold during the year.

As on 31st March 2018, the Company has eight (8) unlisted subsidiaries, namely,

a. Optiemus Electronics Limited

b. FineMS Electronics Private Limited.

c. Teleecare Network India Private Limited

d. Optiemus Infracom (Singapore) Pte Limited

e. GDN Enterprises Private Limited

f. International Value Retail Private Limited

g. MPS Telecom Retail Private Limited

h. Teleecare Network (BD) Private Limited

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, which is forming part of this report.

The highlights of financial position and performance of its subsidiaries are given in the statement containing salient features of the financial statements of the said subsidiaries in Annexure -6 to this report.

In terms of section 136 of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been hosted on the website www.optiemus.com. Further the annual accounts of each of the said subsidiary companies of the Company have also been hosted on the website www.optiemus.com. Any shareholder who may be interested in obtaining a physical copy of the aforesaid documents may write to the Company Secretary. Further, please note that the said documents will be available for examination by the shareholders of the Company at its Registered & Corporate Office during business hours.

The Company has two material unlisted Companies namely M/s Optiemus Electronics Limited and M/s Teleecare Network India Private Limited, where material subsidiary is defined in SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 to mean a subsidiary, whose income or net worth exceeds twenty percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year.

The Policy for determining ‘material’ subsidiaries is hosted on the website of the Company under the web link. https://www.optiemus.com/policies/html

20. RELATED PARTY TRANSACTIONS

There were no materially significant transactions with Related Parties during the financial year 201718 which were in conflict with the interest of the Company. During the year under reference, However, there were certain transactions with the related parties of the Company executed in ordinary course of business at arm’s length. The disclosure of such transactions as required under Companies Act, 2013 attached herewith as Annexure-7. Further, Suitable disclosures as required under IND AS have been made in Note 32 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 under the web link https://www. optiemus. com/policies/html.

21. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material order passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

22. SHARE CAPITAL

The paid-up equity share capital as on 31st March 2018 was Rs. 85.81 Crore.

There was no public issue, rights issue, bonus issue, preferential issue or redemption of shares etc. during the year. Also, The Company has not issued shares with differential voting rights or sweat equity shares. Also, the Company has not granted any stock options during the year.

23. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Board reviews the adequacy and effectiveness of the internal finance controls from time to time. The Board, in consultation with the internal Auditors and risk management committee monitors and controls the major financial risk exposures.

24. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India’s Corporate Governance Practices and have implemented all the stipulations prescribed. Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section titled ‘Corporate Governance’ has been included in this annual report, along with the reports on Management Discussion and Analysis.

25. COMLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS

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

26. ACKNOWLEDGEMENT

Your Directors wish to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Authorities, Stakeholders including Customers and other business associates who have extended their valuable support and encouragement during the year under review.

The directors also acknowledge the hard work, dedication and commitment 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 Industry.

On behalf of the Board of Directors

For Optiemus Infracom Limited

Place : Noida (U.P) Ashok Gupta

Date : August 29, 2018 Executive Chairman