2.2.14 Provisions

General provisions are recognized when the
Company has a present obligation (legal
or constructive) as a result of a past event,
it is probable that an outflow of resources
embodying economic benefits will be
required to settle the obligation and a reliable
estimate can be made of the amount of the
obligation. Where the Company expects
some or all of a provision to be reimbursed,
for example under an insurance contract, the
reimbursement is recognized as a separate
asset but only when the reimbursement is
virtually certain. The expense relating to
a provision is presented in the statement
of profit or loss net of any reimbursement.
If the effect of the time value of money is
material, provisions are discounted using
a current pre-tax rate that reflects, when
appropriate, the risks specific to the liability.
When discounting is used, the increase in
the provision due to the passage of time is
recognized as a finance cost.

2.2.15 Employee Benefits

Employee benefits are all forms of
consideration given by the company
in exchange for service rendered by
employees. Employee benefits includes
short-term employee benefits, post-

employment benefits and other long-term
employee benefits

Short Term Employee Benefits

When an employee has rendered service to
the company during an accounting period,
the company recognises the undiscounted
amount of short-term employee benefits
expected to be paid in exchange for that
service as a liability (accrued expense),
after deducting any amount already paid
as an expense. Accumulated leave, which
is expected to be utilized within the next
twelve months, is treated as short-term
employee benefit. The Company measures
the expected cost of such absences as the
additional amount that it expects to pay as
a result of the unused entitlement that has
accumulated at the reporting date.

Defined Contribution Plan

Defined contribution plans are post¬
employment benefit plans under which
an entity pays fixed contributions into a
separate entity (a fund) and will have no
legal or constructive obligation to pay
further contributions if the fund does not
hold sufficient assets to pay all employee
benefits relating to employee service in the
current and prior periods.

When an employee has rendered service
during the year, the company recognises
the contribution payable to a defined
contribution plan in exchange for that
service as a liability (accrued expense) and
as an expense.

Defined Benefit Plan

Defined benefit plans are those plans that
provide guaranteed benefits to certain
categories of employees, either by way
of contractual obligations or through a
collective agreement.

The company operates funded defined
benefit plan. The cost of providing benefits
is determined using the projected unit

credit method, with actuarial valuations
being carried out at each fiscal year end. The
obligation recognized in the consolidated
statements of financial position represents
the present value of the defined benefit
obligation.

The present value of the defined benefit
obligation is determined by discounting
the estimated future cash outflows using
interest rates of high quality corporate
bonds that are denominated in the currency
in which the benefits will be paid, and that
have terms to maturity approximating to
the terms of the related pension obligation.
Actuarial gains and losses arising from
experience adjustments and changes
in actuarial assumptions are charged or
credited to other comprehensive income in
the period in which they arise.

Current service cost, which is the increase
of the present value of the defined benefit
obligation resulting from the employee
service in the current period, is recorded as
an expense as part of cost of sales and selling,
general and administrative expenses in the
statement of profit and loss. The interest
cost, which is the change during the period
in the defined benefit liability that arises
from the passage of time, is recognized as
part of financing costs in the statement of
profit and loss.

2.2.16 Employee Stock Option Plan (ESOP)

The company recognizes compensation
expense relating to share-based payments
in the net profit based on estimated fair-
values of the awards on the grant date. The
estimated fair value of awards is recognized
as an expense in the statement of profit
and loss on a straight-line basis over the
requisite service period for each separately
vesting portion of the award as if the award
was in-substance, multiple awards with a
corresponding increase to share options
outstanding account.

2.2.17 Dividend

The final dividend on shares is recorded
as a liability on the date of approval by
the shareholders and Interim dividends
are recorded as a liability on the date of
declaration by the Company''s Board of
Directors. Income tax consequences of
dividends on financial instruments classified
as equity will be recognized according to
where the entity originally recognized those
past transactions or events that generated
distributable profits.

The company declares and pays dividends
in Indian Rupees. Companies are required
to pay/distribute dividend after deducting
applicable taxes. The remittance of dividends
outside India is governed by Indian law
on foreign exchange and is also subject to
withholding tax at applicable rates.

2.2.18 Foreign Currencies

The Company''s financial statements are
presented in Indian Rupees (INR), which
is also the company''s functional currency.
Transactions in foreign currencies are
initially recorded by the Company at the
functional currency spot rate at the date the
transaction first qualifies for recognition.

Monetary assets and liabilities denominated
in foreign currencies are retranslated at the
functional currency spot rate of exchange
ruling at the reporting date. Differences
arising on settlement or translation of
monetary items are recognized in profit or
loss.

Non-monetary items that are measured in
terms of historical cost in a foreign currency
are translated using the exchange rates as
at the dates of the initial transactions. Non¬
monetary items measured at fair value in a
foreign currency are translated using the
exchange rates at the date when the fair
value is determined. The gain or loss arising
on translation of non-monetary measured
at fair value is treated in line with the

recognition of gain or loss on change in fair
value in the item.

2.2.19 Income Tax

Tax expense comprises of current tax and
deferred tax. Current income tax is measured
at the amount expected to be paid to the
tax authorities in accordance with the
Income Tax Act, 1961 enacted in India and
tax laws prevailing in the respective tax
jurisdictions where the Company operates.
The tax rates and tax laws used to compute
the amount are those that are enacted or
substantively enacted, at the reporting
date. Deferred Tax Expense or Income arises
due to temporary differences are differences
between the carrying amount of an asset or
liability in the statement of financial position
and its tax base. Temporary differences may
be either taxable temporary differences,
which are temporary differences that will
result in taxable amounts in determining
taxable profit (tax loss) of future periods
when the carrying amount of the asset or
liability is recovered or settled or deductible
temporary differences, which are temporary
differences that will result in amounts that
are deductible in determining taxable profit
(tax loss) of future periods when the carrying
amount of the asset or liability is recovered
or settled. A deferred tax asset is recognised
for all deductible temporary differences to
the extent that it is probable that taxable
profit will be available against which the
deductible temporary difference can be
utilised. A deferred tax liability is recognised
for all taxable temporary differences.

2.2.20 Inventories

Inventories are valued at the lower of cost
and net realisable value.

Costs incurred in bringing each product
to its present location and condition are
accounted for as follows:

i. Raw materials and Stores and spares:
cost includes cost of purchase and

other costs incurred in bringing the
inventories to their present location
and condition. Cost is determined on
first in, first out basis.

ii. Finished goods and work in progress:

cost includes cost of direct materials
and labour and a proportion of
manufacturing overheads based on
the normal operating capacity but
excluding borrowing costs. Cost is
determined on first in, first out basis.

iii. Traded goods: cost includes cost of
purchase and other costs incurred
in bringing the inventories to their
present location and condition. Cost is
determined on first in, first out basis.

Net realisable value is the estimated selling
price in the ordinary course of business,
less estimated costs of completion and the
estimated costs necessary to make the sale.

2.2.21 Segment Reporting

Identification of segments

The Company''s operating business are
organized and managed separately
according to the nature of products and
services provided, with each segment
representing a strategic business unit that
offers different products/services. The
Company operates in two geographical
segments: Domestic and International
markets.

Allocation of common costs

Common allocable costs are allocated to
each segment according to the relative
contribution of each segment to the total
common costs.

Unallocated items

Unallocated items include general corporate
income and expense items which are not
allocated to any business segment.

Segment accounting policies

The Company prepares its segment
information in conformity with the
accounting policies adopted for preparing
and presenting the financial statements of
the Company as a whole.

2.2.22 Earnings per share

Basic earnings per share are calculated by
dividing the net profit or loss for the period
attributable to equity shareholders by the
weighted average number of equity shares
outstanding during the period.

For the purpose of calculating diluted
earnings per share, the net profit or loss
for the period attributable to equity
shareholders and weighted average number
of shares outstanding during the period
are adjusted for the effects of all dilutive
potential equity shares.

2.2.23 Contingent Liabilities

A provision is recognized when an enterprise
has a present obligation as a result of past
event and it is probable that an outflow
of resources will be required to settle the
obligation, in respect of which a reliable
estimate can be made. Provisions are not
discounted to its present value and are
determined based on best estimate required
to settle the obligation at the balance sheet
date. These are reviewed at each balance
sheet date and adjusted to reflect the
current best estimates

2.3 Recent accounting pronouncements

The Ministry of Corporate Affairs (MCA)
notifies new Indian Accounting Standards
or amendments to the existing Indian
Accounting Standards. There is no such
notification by MCA in this regard which
would have been applicable on the company
for the year ended March 31,2026.

1) The Company does not face a significant liquidity risk with regard to its lease liabilities as the current
assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.

2) Lease contracts entered by the Company majorly pertains to buildings taken on lease to conduct its
business in the ordinary course. The Company does not have any lease restrictions and commitment
towards variable rent as per the contract.

3) There are no leases having variable lease payments. The Company has not entered into any residual
value contracts during the year.

4) There are no sale and leaseback transactions during the year.

1. During the financial year ended March 31, 2026, the Company has subscribed 2,46,794 equity shares
of face value of ? 10/- each of Optiemus Electronics Limited (a Company incorporated in India) at a
premium of ? 302/- per equity share.

2. During the financial year ended March 31, 2026, the Company has subscribed 6,88,820 and 10,25,641
equity shares of face value of ? 10/- each of GDN Enterprises Private Limited (a Company incorporated
in India) at a premium of ? 380/- per equity share.

3. During the financial year ended March 31, 2026, the Company has subscribed 2,52,00,000 and
2,10,00,000 equity shares of face value of ? 10/- each of Bharat Innovative Glass Technologies Private
Limited (a Company incorporated in India).

4. During the financial year ended March 31, 2026, the Company has subscribed 24,00,000 equity shares
of ? 10/- each of Optiemus Unmanned Systems Private Limited (a Company incorporated in India).

5. During the financial year ended March 31, 2026, the Company has incorporated Optiemus Display
Technology Private Limited (a wholly owned subsidiary, incorporated in India) on July 22, 2025 and
subscribed 10,000 equity shares of face value of ? 10/- each.

6. During the financial year ended March 31, 2026, the Company has incorporated Optiemus Vision
Technology Private Limited (a wholly owned subsidiary, incorporated in India) on July 22, 2025 and
subscribed 10,000 equity shares of face value of ? 10/- each.

7. During the financial year ended March 31, 2026, the Company has incorporated Optiemus Micro
Electronics Private Limited (a wholly owned subsidiary, incorporated in India) on August 04, 2025 and
subscribed 10,000 equity shares of face value of ? 10/- each.

8. During the financial year ended March 31, 2026, the Company has incorporated XO Ventures Private
Limited (a wholly owned subsidiary, incorporated in India) on October 15, 2025 and subscribed 10,000
equity shares of face value of ? 10/- each.

9. During the financial year ended March 31, 2026, the Company has incorporated The Factory Private
Limited (a subsidiary, incorporated in India) on December 19, 2025 and subscribed 6,500 equity shares
of face value of ? 10/- each.

10. In accordance with IND AS 109, the company has assessed its investments in associates at fair value
through profit and loss (FVTPL). The fair value of the investment in Teleecare Network India Private
Limited has been valued by an independent valuer at ? 51.03/- per share, reflecting an increase from
previously recorded fair value of ? 45.67/- per share. As a result, fair value gain of ? 831.77 lakhs has
been recognized in the statement of profit and loss for the year.

Notes:

1. Security deposit includes deposit of ? 300 lakhs given against mortgage of property at Punjabi Bagh,
West Delhi. During the financial year ended March 31, 2026, the Company no longer holds the said

property as security against the deposit. The amount is under dispute and the Company has registered
a complaint (FIR) with the Deputy Commissioner of Police, Economic Offence Wing - Delhi Police
dated May 20, 2022, initiating legal proceedings for recovery of the said amount, which is pending
with the concerned authority. In view of the uncertainty involved in its recovery, the said security
deposit is considered doubtful and, as a matter of prudence, the Company has written off / impaired
the security deposit of ? 300 lakhs in the current financial year.

2. Bank deposits with remaining maturity of more than 12 months includes fixed deposits amounting to
? 53.66 lakhs (March 31, 2025 : ? 68.05 lakhs) related to assessments of sales tax/ VAT for various years
made with the several government departments of different states and have a restriction on its use
and realisability.

Notes:

1) During the financial year ended March 31, 2025, the Company had advanced ? 2,100 lakhs towards the
acquisition of equity shares in its subsidiary viz. Bharat Innovative Glass Technologies Private Limited.
As the shares had not been allotted as at that date, the amount was disclosed under "Other non¬
current assets" as Advance for acquisition of shares in accordance with Schedule III to the Companies
Act, 2013. During the financial year ended March 31, 2026, the allotment of the said equity shares has
been completed and, accordingly, the advance has been transferred to and recognised as Investment
in subsidiary. Consequently, no balance remains outstanding under "Other non-current assets" as at
March 31, 2026.

2) The Net defined benefit asset of ? 4.10 lakhs as at March 31, 2026 represents the net surplus in the
Company''s defined benefit (gratuity) plan, being the excess of the fair value of plan assets over the
present value of the defined benefit obligation. As the plan is in a net asset position as at the reporting
date, the same has been recognised and disclosed as an asset under "Other non-current assets", as
against a net defined benefit liability recognised in the previous year.

3) The company has not given any advances to directors or other officers of the Company or any of them
either severally or jointly with any persons.

Notes:

(i) For trade receivables ageing (refer note 41).

(ii) The Company follows "simplified approach" for recognition of impairment loss. The application of
simplified approach does not require the Company to track changes in credit risk.

(iii) No trade or other receivable are due from directors or other officers of the company either severally or
jointly with any other person. Nor any trade or other receivable are due from firms or private companies
respectively in which any director is a partner, a director or a member other than mentioned in note
28.

(i) For the purpose of statement of cash flows, the above has been considered as cash and cash
equivalents.

(ii) There are no restrictions with regard to cash and cash equivalents at the end of reporting period and
prior period.

Notes:

1) Bank deposits with maturity of less than 12 months includes fixed deposits related to assessments of
sales tax/ VAT for various years made with the several government departments of different states and
have a restriction on its use and realisability.

2) Fixed deposits with original maturity of more than twelve months but remaining maturity of less than
twelve months have been disclosed under other bank balances.

Notes:

1) The Company has not given or advanced any loan to any of its related parties. Accordingly, loans to
related parties are Nil as at March 31, 2026 (Nil as at March 31, 2025).

2) The loans aggregating ? 2,698.20 lakhs have been classified as credit impaired and a provision of 100%
(? 2,698.20 lakhs) has been created thereon. Accordingly, the net carrying value of loans is shown as
Nil as at March 31, 2026 (Nil as at March 31, 2025).

(i) Balance with statutory and government authorities includes amounts recoverable towards GST,
customs duty and other indirect taxes from the respective authorities.

(ii) The company has not given any advances to directors or other officers of the Company or any of them
either severally or jointly with any persons.

(iii) Advances to staff represent non-interest bearing advances given to employees by way of
imprest.

(e) Terms/rights attached to equity shares

The company has issued only one class of equity shares having par value of ? 10 per share. Each holder
of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian
Rupees. The dividend proposed, if any by the Board of Directors is subject to the approval of the
shareholders in the ensuing Annual General Meeting, except in case of Interim Dividend.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive
remaining assets of the company, after distribution of all preferential amounts. The distribution will be
in proportion to the number of equity shares held by the equity shareholders.

Nature and purpose of reserves:

(a) Retained Earnings: Retained earnings are the profits that the company has earned till date, less any
transfers to general reserve, dividends or other distributions paid to shareholders.

(b) Securities Premium: The securities premium account is used to record the premium on issue of shares
and is utilised in accordance with the provisions of the Companies Act, 2013.

(c) General Reserve: The general reserve is used from time to time to transfer profits from retained
earnings for appropriation purposes, as the same is created by transfer from one component of equity
to another.

(d) Money received against share warrants: Money received against share warrants is a capital receipt
shown under shareholders'' funds, representing advance funds from warrant holders toward future
equity share allotment upon exercise of the warrants.

Notes:

1) During the year ended March 31, 2026, the Company has recognised a provision for leave encashment
for the first time amounting to ? 18.23 lakhs (? 11.06 lakhs under non-current provisions and ? 7.17
lakhs under current provisions), determined on the basis of actuarial valuation. No such provision was
recognised as at March 31, 2025.

2) The provision for gratuity of ? 9.58 lakhs recognised as at March 31, 2025 has not been carried as a
liability as at March 31, 2026, since the Company''s defined benefit (gratuity) plan is in a net surplus

position as at the year end. Accordingly, the resultant net defined benefit asset of ? 4.10 lakhs has been
recognised and disclosed under "Other non-current assets" (refer note 6).

3) Provision for interest on taxes includes interest on default in payment of advance tax (under sections
234B and 234C) on a provisional basis for the assessment year 2026-2027 in accordance with the
measurement and disclosure requirements of Ind AS 12.

4) For the information of post employment benefits and other disclosures see note 32.

Notes:

1) Interest income for the year ended March 31, 2026 includes interest of ? 7.33 lakhs earned on deposits
of the Company. For the previous year ended March 31, 2025, interest income included interest
on loans granted to wholly owned subsidiaries, viz. Optiemus Electronics Limited (OEL) and GDN
Enterprises Private Limited (GDN), and interest on refund of excess differential countervailing duty
from the Customs Department, New Delhi.

2) Liabilities no longer required written back include ? 29.38 lakhs for the year ended March 31, 2026
(? 114.09 lakhs for the year ended March 31, 2025), being amounts written back in respect of balances
which are no longer acknowledged as payable by the Company.

3) Fair value gain on financial instruments at fair value through profit or loss of ? 837.85 lakhs for the year
ended March 31, 2026 (? 312.31 lakhs for the year ended March 31, 2025) relates to the fair valuation of
investments (refer note 5(a)).

27. EARNINGS PER SHARE (EPS)

Basic EPS amount is calculated by dividing the profit / (loss) for the year attributable to equity shareholders
of the Company by the weighted average number of equity shares outstanding during the year. Partly paid
equity shares are treated as a fraction of an equity share to the extent that they were entitled to participate
in dividends relative to a fully paid equity share during the reporting period.

Diluted EPS amount is calculated by dividing the profit attributable to equity shareholders by the weighted
average number of equity shares outstanding during the year plus the weighted average number of
equity shares that would be issued on conversion of all the dilutive potential equity shares into equity
shares.

Notes:

*1. Due to substantial decrease in current liabilities, there is a significant change in Current ratio.

*2. Due to substantial decrease in total interest and principal repayments, there is a significant change in
Debt service coverage ratio.

*3. Due to increase in average shareholders'' equity coupled with decrease in net profit after tax, there is
a significant change in Return on equity ratio.

*4. Due to substantial decrease in average inventories, there is a significant change in Inventory turnover
ratio.

*5. Due to increase in revenue from operations coupled with decrease in average trade receivables, there
is a significant change in Trade receivable turnover ratio.

*6. Due to increase in purchases of goods & services coupled with decrease in average trade payables,
there is a significant change in Trade payable turnover ratio.

*7. Due to increase in revenue from operations coupled with decrease in net working capital, there is a
significant change in Net capital turnover ratio.

30. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the company''s financial statements requires management to make judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities,
and the accompanying disclosures and the disclosure of contingent liabilities. Uncertainties about these
assumptions and estimates could result in outcomes that require a material adjustment to the carrying
amount of assets or liabilities affected in future periods.

Judgements

In the process of applying the company''s accounting policies, management has made the following
judgements, which have the most significant effect on the amounts recognised in the financial
statements:

Taxes

Significant judgements are involved in determining the provision for income taxes, including amount
expected to be paid/recovered for uncertain tax positions.

The Company reviews the carrying amount of deferred tax assets at the end of each reporting period. The
policy for the same is explained in Note No. 2.2.19.

Useful life of property, plant and equipment

The Company reviews the useful life of property, plant and equipment at the end of each reporting period.
This reassessment may result in change in depreciation expense in future periods. The policy for the same
is explained in Note No. 2.2.6.

Provisions and contingent liabilities

A provision is recognised when the Company has a present obligation as a result of past event if it is probable
that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate
can be made. Provisions (excluding retirement benefits and compensated absences) are not discounted
to its present value and are determined based on best estimate required to settle the obligation at the
balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best
estimates. Contingent liabilities are not recognised in financial statements. A contingent asset is neither
recognised nor disclosed in the financial statements.

Defined Benefit Plans (Gratuity Benefits)

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined
using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from
actual developments in the future. These include the determination of the discount rate, future salary
increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a
defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed
at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate
for plans operated in India, the management considers the interest rates of government bonds in currencies
consistent with the currencies of the post-employment benefit obligation.

The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change
only at interval in response to demographic changes. Future salary increases and gratuity increases are
based on expected future inflation rates for the respective countries.

Further details about gratuity obligations are given in Note No. 32.

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be
measured based on quoted prices in active markets, their fair value is measured using valuation techniques
including the DCF model. The inputs to these models are taken from observable markets where possible,
but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements
include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about
these factors could affect the reported fair value of financial instruments. Carrying value and approximate
fair values of financial instruments are same.

Revenue recognition

The Company uses the percentage-of-completion method in accounting for its fixed price contracts. The
use of percentage-of-completion method required the Company to estimate the efforts or costs expended
to date as a proportion of the total efforts or costs to be expended. Efforts or costs expended have
been used to measure progress towards completion as there is direct relationship between input and
productivity. Provision for estimated losses, if any, on uncompleted contracts are recorded in the period
in which such losses become probable based on the expected contract estimates at the reporting period.
The policy for the same is explained in Note 2.2.4.

31. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company''s activities expose it to a variety of financial risks : market risk, credit risk and liquidity risk.
The primary market risk to the Company is foreign exchange risk. The Company''s exposure to credit risk is
influenced mainly by the individual characteristic of each customer and the concentration of risk from the
top few customers.

Market Risk

The Company is exposed to foreign exchange risk through its sales and services outside India, and purchases
and services from overseas suppliers in various foreign currencies. The exchange rate between the rupee
and foreign currencies may fluctuate substantially in the future. Consequently, the results of the Company''s
operations are adversely affected as the rupee appreciates / depreciates against these currencies.

Credit Risk

Credit risk refers to the risk of default in its obligation by the counterparty resulting in a financial loss. The
maximum exposure to the credit risk at the reporting date is primarily from unsecured trade receivables
amounting to ? 5,620.07 Lakhs and ? 28,515.81 Lakhs as of March 31, 2026 and March 31, 2025 respectively.
Trade receivables are typically unsecured and are derived from revenue earned from customers located
primarily in India. Credit risk has always been managed by the Company through credit approvals,
establishing credit limits and continuously monitoring the creditworthiness of customers to which the
Company grants credit terms in the normal course of business.

Credit risk on cash and cash equivalents is limited as the Company generally invest in deposits with banks
and financial institutions with high credit ratings. Investments primarily include investment in deposits with
banks.

Liquidity Risk

The Company''s principal sources of liquidity are cash and cash equivalents and the cash flow that is
generated from operations. The Company has no outstanding bank borrowings. The Company believes
that the working capital is sufficient to meet its current requirements.

32. EMPLOYEE BENEFIT OBLIGATIONSA. Defined Contribution Plan

Provident Fund and Other Funds : A defined contribution plan is a post-employment benefit plan under
which the Company pays specified contributions for provident fund and pension as per the provisions
of the Provident Fund Act, 1952 and other acts to the government. The Company''s contribution is
recognised as an expense in the Profit and Loss Statement during the period in which the employee
renders the related service. The company''s obligation is limited to the amounts contributed by
it.

B. Gratuity

The Company has a funded defined benefit gratuity plan.

The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has
completed five years of service is entitled to specific benefit.

The following tables summarise the components of net benefit expense recognised in the statement
of profit or loss and the funded status and amounts recognised in the balance sheet for the respective
plans:

demand in the employment market. However, no explicit allowance is used for disability.
The above information is as certified by the actuary.

• Discount rate is based on the prevailing market yields of Indian Government securities as at
the balance sheet date for estimated term of the obligations.

• The sensitivity analysis above may not be representative of the actual change in the defined
benefit obligation as it is unlikely that change in assumption would occur in isolation of one
another as some assumptions may be correlated.

• The methods and type of assumptions used in preparing the sensitivity analysis did not
change compared to the prior period.

C. Compensated absences

The provision for compensated absences covers the liability for earned leave as per actuarial valuation.

The amount of provision recognised is ? 18.23 Lakhs (March 31, 2025 ? Nil).

33. DETAILS OF DUES TO MICRO, SMALL AND MEDIUM ENTERPRISES AS DEFINED UNDER MSMED ACT,
2006

There were no micro, small and medium enterprises, to whom the Company owes dues, which are
outstanding for more than 45 days during the year ended March 31, 2026. This information as required to be
disclosed under the Micro, Small and Medium Enterprises Development Act, 2006, has been determined to
the extent such parties have been identified on the basis of information available with the company.

Note 1: On 1 February 2017, the Company entered into a License Agreement with BlackBerry Limited
("BlackBerry"). BlackBerry claims unpaid minimum software license fees of approximately US$22.52
million. In July 2024, BlackBerry filed a petition before the High Court of Justice, Business and Property
Courts of England and Wales, seeking summary judgment against the Company. The Company
opposed the petition on the basis that BlackBerry had not fulfilled certain contractual obligations,
including the obligation to provide software for two devices per year over a five-year period in respect
of the licenses for which payment is claimed. BlackBerry subsequently elected not to proceed with its
summary judgment application.

On 19 December 2025, the High Court issued a judgment determining that BlackBerry''s conduct
amounted to an abuse of process and granted the Company permission to apply to the Court of
Appeal to strike out BlackBerry''s claim on those grounds. On 18 March 2026, the Company filed its
defence and counterclaim against BlackBerry, with the counterclaim amounting to US$22.43 million.

Based on the current stage of the proceedings, the facts available and the external legal advice
received, management believes that it is not probable that a material liability — whether in respect of
the amount claimed or incidental legal costs, and whether arising through judgment or settlement —
will arise from this matter. Accordingly, no provision has been recognised in these financial statements.
The Company will continue to monitor developments and reassess its position as necessary.

Note 2: During the year, the Company has written back a trade payable amounting to ? 28.28
lakhs relating to M Monks Digital Media Private Limited, as management, based on the facts and
circumstances existing at the reporting date, concluded that no present obligation existed warranting
recognition of the liability in the books of account.

However, the matter remains under dispute between the parties and is subject to ongoing discussions
and/or legal resolution, as applicable. The existence of any obligation, if at all, would be confirmed
only by the occurrence or non-occurrence of one or more uncertain future events not wholly within
the control of the Company.

The above is being disclosed by way of a note to the financial statements for information purposes
only, and the amount of ? 28.28 lakhs has not been recognised or disclosed as a contingent liability.
The management believes that the ultimate outcome of the matter cannot presently be determined
with reasonable certainty and, accordingly, no provision has been recognised in the financial
statements.

(i) It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of
the above pending resolution of the respective proceedings as it is determinable only on receipt
of judgements/ decisions pending with various forums/ authorities.

(ii) The company does not expect any reimbursements in respect of the above contingent
liabilities.

(iii) The Company''s pending litigations comprise of claims against the Company pertaining to
proceedings pending with various direct tax, indirect tax and other authorities. The company
has reviewed all its pending litigations and proceedings and has adequately provided for where
provisions are required or disclosed as contingent liabilities where applicable, in its standalone
financial statements. The Company does not expect the outcome of these proceedings to have
a materially adverse effect on its standalone financial statements.

37. CORPORATE SOCIAL RESPONSIBILITY

As per Section 135 of the Companies Act, 2013 ("the Act"), a Company, meeting the applicability threshold,
needs to spend at least 2% of average net profits of the Company made during the three immediately
preceeding financial years on Corporate Social Responsibility (''CSR'') activities. The focus areas for CSR
activities are identified as providing education, distribution of books and stationery and education &
training to needy chilldren and focussing on health checkup,medical aid and sanitation activities. The
Company has formed a CSR Committee in compliance with the provisions of the Act.

Note: The Company has decided not to set off the excess CSR expenditure of ? 0.78 lakhs incurred
during FY 2025-26 against the CSR obligation of any subsequent financial year, as permitted under the
Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

38. THE NEW LABOUR CODES RELATING TO EMPLOYEE BENEFITS

Pursuant to the notification issued by the Ministry of Labour and Employment, multiple existing labour
legislations have been consolidated into a unified framework comprising four Labour Codes collectively
referred to as the ''New Labour Codes'' which became effective from November 21, 2025. The Company
has assessed its employee benefit obligations in accordance with the revised definition of wages and
concluded that no liability arises on the Company and the impact is NIL. The Ministry is in the process
of notifying related rules to the New Labour Codes and impact of those, if any, will be evaluated and
accounted for in the period in which they are notified.

39. OTHER STATUTORY INFORMATION

(i) In respect of immovable properties (other than properties where the Company is the lessee and the
lease agreements are duly executed in favour of the lessee), the Company does not hold any such
property as at the reporting date.

(ii) Details of benami property: No proceedings have been initiated or are pending against the Company
for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988)
and the rules made thereunder.

(iii) Disclosure of transactions with struck off companies: The company did not have any material
transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560
of the Companies Act, 1956 during the financial year.

(iv) The company does not have any charges or satisfaction which is yet to be registered with ROC
beyond the statutory period.

(v) Details of crypto currency or virtual currency: The company has not traded or invested in crypto
currency or virtual currency during the respective financial years/period.

(vi) Utilization of borrowed funds and share premium: The company has not advanced or loaned or
invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the
understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the company (ultimate beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

(vii) Utilization of borrowed funds and share premium: The company has not received any fund from any
person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether
recorded in writing or otherwise) that the company shall :

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

(viii) Undisclosed income: The company does not have any transaction which is not recorded in the books
of accounts that has been surrendered or disclosed as income during the year in the tax assessments
under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the
relevant provisions of the Income Tax Act, 1961)

(ix) The company has not been declared wilful defaulter by any bank or financial institution or other
lender.

(x) Compliance with approved scheme(s) of arrangements: The company does not have any scheme of
arrangements which have been approved by the competent authority in terms of sections 230 to 237
of the Act.

(xi) Compliance with number of layers of companies: The company has complied with the number of
layers prescribed under Section 2(87) of the Act read with the Companies (Restriction on Number of
Layers) Rules, 2017.

(xii) Security of current assets against borrowings: The company has neither been sanctioned nor has
availed any borrowings on the security of its current assets during the current reporting period.
Hence, reporting under this clause is not applicable.

(xiii) Audit Trail: Ministry of Corporate Affairs (MCA) vide its notification number G.S.R. 206(E) dated March
24, 2021 (amended from time to time) in reference to the proviso to Rule 3 (1) of the Companies
(Accounts) Amendment Rules, 2021, introduced the requirement, where a company used an accounting
software, of only using such accounting software w.e.f April 01, 2023 which has a feature of recording
audit trail of each and every transaction.

The Company has assessed all of its IT applications including supporting applications considering
the guidance provided in "Implementation guide on reporting on audit trail under rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014 (Revised 2024 edition)" issued by the Institute of Chartered
Accounts of India in February 2024, and identified applications that are relevant for maintaining books
of accounts.

The Company has used accounting software for maintaining its books of account which has a feature
of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the software.

• No Trade or other receivable are due from directors or other officers of the company either severally
or jointly with any other person. Nor any trade or other receivable are due from firms or private
companies respectively in which any director is a partner, a director or a member.

42. The figures have been rounded off to the nearest lakhs of rupees. The figure 0.00 wherever stated represents
value less than ? 50,000/-.

43. There are no subsequent event observed after the reporting period which have material impact on the
Company''s operation.

44. Figures for the previous year have been regrouped / rearranged wherever necessary to conform to the
current year''s presentation.

45. Note No.1 to 44 form integral part of the Balance Sheet and Statement of Profit and Loss.

General provisions are recognized when the Company has a present obligation (legal or
constructive) as a result of a past event, it is probable that an outflow of resources embodying
economic benefits will be required to settle the obligation and a reliable estimate can be made
of the amount of the obligation. Where the Company expects some or all of a provision to be
reimbursed, for example under an insurance contract, the reimbursement is recognized as a
separate asset but only when the reimbursement is virtually certain. The expense relating to a
provision is presented in the statement of profit or loss net of any reimbursement. If the effect

of the time value of money is material, provisions are discounted using a current pre-tax rate
that reflects, when appropriate, the risks specific to the liability. When discounting is used, the
increase in the provision due to the passage of time is recognized as a finance cost.

2.2.15 Employee Benefits

Employee benefits are all forms of consideration given by the company in exchange for service
rendered by employees. Employee benefits includes short-term employee benefits, post¬
employment benefits and other long-term employee benefits.

Short Term Employee Benefits

When an employee has rendered service to the company during an accounting period, the
company recognises the undiscounted amount of short-term employee benefits expected to be
paid in exchange for that service as a liability (accrued expense), after deducting any amount
already paid as an expense. Accumulated leave, which is expected to be utilized within the next
twelve months, is treated as short-term employee benefit. The Company measures the expected
cost of such absences as the additional amount that it expects to pay as a result of the unused
entitlement that has accumulated at the reporting date.

Defined Contribution Plan

Defined contribution plans are post-employment benefit plans under which an entity pays fixed
contributions into a separate entity (a fund) and will have no legal or constructive obligation to
pay further contributions if the fund does not hold sufficient assets to pay all employee benefits
relating to employee service in the current and prior periods.

When an employee has rendered service during the year, the company recognises the contribution
payable to a defined contribution plan in exchange for that service as a liability (accrued expense)
and as an expense.

Defined Benefit Plan

Defined benefit plans are those plans that provide guaranteed benefits to certain categories of
employees, either by way of contractual obligations or through a collective agreement.

The company operates funded defined benefit plan. The cost of providing benefits is determined
using the projected unit credit method, with actuarial valuations being carried out at each fiscal
year end. The obligation recognized in the consolidated statements of financial position represents
the present value of the defined benefit obligation.

The present value of the defined benefit obligation is determined by discounting the estimated
future cash outflows using interest rates of high-quality corporate bonds that are denominated in
the currency in which the benefits will be paid, and that have terms to maturity approximating to
the terms of the related pension obligation. Actuarial gains and losses arising from experience
adjustments and changes in actuarial assumptions are charged or credited to other comprehensive
income in the period in which they arise.

Current service cost, which is the increase of the present value of the defined benefit obligation
resulting from the employee service in the current period, is recorded as an expense as part of
cost of sales and selling, general and administrative expenses in the statement of profit and loss.
The interest cost, which is the change during the period in the defined benefit liability that arises
from the passage of time, is recognized as part of financing costs in the statement of profit and
loss.

2.2.16 Employee Stock Option Plan (ESOP)

The company recognizes compensation expense relating to share-based payments in the net
profit based on estimated fair-values of the awards on the grant date. The estimated fair value of
awards is recognized as an expense in the statement of profit and loss on a straight-line basis
over the requisite service period for each separately vesting portion of the award as if the award
was in-substance, multiple awards with a corresponding increase to share options outstanding
account.

2.2.17 Dividend

The final dividend on shares is recorded as a liability on the date of approval by the shareholders
and Interim dividends are recorded as a liability on the date of declaration by the Company’s Board
of Directors. Income tax consequences of dividends on financial instruments classified as equity
will be recognized according to where the entity originally recognized those past transactions or
events that generated distributable profits.

The company declares and pays dividends in Indian Rupees. Companies are required to pay/
distribute dividend after deducting applicable taxes. The remittance of dividends outside India is
governed by Indian law on foreign exchange and is also subject to withholding tax at applicable
rates.

2.2.18 Foreign Currencies

The Company’s financial statements are presented in Indian Rupees (INR), which is also the
company’s functional currency. Transactions in foreign currencies are initially recorded by
the Company at the functional currency spot rate at the date the transaction first qualifies for
recognition.

Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional
currency spot rate of exchange ruling at the reporting date. Differences arising on settlement or
translation of monetary items are recognized in profit or loss.

Non-monetary items that are measured in terms of historical cost in a foreign currency are
translated using the exchange rates as at the dates of the initial transactions. Non-monetary
items measured at fair value in a foreign currency are translated using the exchange rates at the
date when the fair value is determined. The gain or loss arising on translation of non-monetary
measured at fair value is treated in line with the recognition of gain or loss on change in fair value
in the item.

2.2.19 Income Tax

Tax expense comprises of current tax and deferred tax. Current income tax is measured at the
amount expected to be paid to the tax authorities in accordance with the Income Tax Act, 1961
enacted in India and tax laws prevailing in the respective tax jurisdictions where the Company
operates. The tax rates and tax laws used to compute the amount are those that are enacted
or substantively enacted, at the reporting date. Deferred Tax Expense or Income arises due to
temporary differences are differences between the carrying amount of an asset or liability in the
statement of financial position and its tax base. Temporary differences may be either taxable
temporary differences, which are temporary differences that will result in taxable amounts in
determining taxable profit (tax loss) of future periods when the carrying amount of the asset
or liability is recovered or settled or deductible temporary differences, which are temporary
differences that will result in amounts that are deductible in determining taxable profit (tax loss) of
future periods when the carrying amount of the asset or liability is recovered or settled. A deferred

tax asset is recognised for all deductible temporary differences to the extent that it is probable that
taxable profit will be available against which the deductible temporary difference can be utilised.
A deferred tax liability is recognised for all taxable temporary differences.

2.2.20 Inventories

Inventories are valued at the lower of cost and net realisable value.

Costs incurred in bringing each product to its present location and condition are accounted for as
follows:

i. Raw materials and Stores and spares: cost includes cost of purchase and other
costs incurred in bringing the inventories to their present location and condition. Cost is
determined on first in, first out basis.

ii. Finished goods and work in progress: cost includes cost of direct materials and labour
and a proportion of manufacturing overheads based on the normal operating capacity but
excluding borrowing costs. Cost isdetermined on first in, first out basis.

iii. Traded goods: cost includes cost of purchase and other costs incurred in bringing the
inventories to their presentlocation and condition. Cost is determined on first in, first out
basis.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated
costs of completion and the estimated costs necessary to make the sale.

2.2.21 Segment Reporting
Identification of segments

The Company’s operating business are organized and managed separately according to the
nature of products and services provided, with each segment representing a strategic business
unit that offers different products/services. The Company operates in two geographical segments:
Domestic and International markets.

Allocation of common costs

Common allocable costs are allocated to each segment according to the relative contribution of
each segment to the total common costs.

Unallocated items

Unallocated items include general corporate income and expense items which are not allocated
to any business segment.

Segment accounting policies

The Company prepares its segment information in conformity with the accounting policies adopted
for preparing and presenting the financial statements of the Company as a whole.

2.2.22 Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable
to equity shareholders by the weighted average number of equity shares outstanding during the
period.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period
attributable to equity shareholders and weighted average number of shares outstanding during
the period are adjusted for the effects of all dilutive potential equity shares.

A provision is recognized when an enterprise has a present obligation as a result of past event
and it is probable that an outflow of resources will be required to settle the obligation, in respect
of which a reliable estimate can be made. Provisions are not discounted to its present value and
are determined based on best estimate required to settle the obligation at the balance sheet date.
These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.

2.3 Recent accounting pronouncements

The Ministry of Corporate Affairs (MCA) notifies new Indian Accounting Standards or amendments
to the existing Indian Accounting Standards. There is no such notification by MCA in this regard
which would have been applicable on the company from April 01,2024.

2. During the financial year ended March 31, 2025, the Company has subscribed 15,60,000 and
6,49,350 equity shares of face value of ? 10/- each of GDN Enterprises Limited (a Company
incorporated in India) at a premium of ? 375/- per equity share.

3. During the financial year ended March 31, 2025, the Company has subscribed 2,90,50,000;
1,47,00,000 and 2,38,00,000 equity shares of face value of ? 10/- each of Bharat Innovative
Glass Technologies Private Limited (a Company incorporated in India).

4. During the financial year ended March 31,2025, the Company has subscribed 1,00,000 equity
shares of ? 10/- each of Optiemus Unmanned Systems Private Limited (a Company incorporated
in India). Optiemus Unmanned Systems Private Limited became a wholly owned subsidiary of
the Company w.e.f. June 21,2024 by virtue of holding 1,00,000 equity shares.

5. In accordance with IND AS 109, the company has assessed its investments in associates at fair
value through profit and loss (FVTPL). The fair value of the investment in Teleecare Network
India Private Limited has been valued by an independent valuer at ? 45.81/- per share, reflecting
an increase from previously recorded fair value of ? 43.85/- per share. As a result, fair value
gain of ? 312.31 lakhs has been recognized in the statement of profit and loss for the year.

Notes:

1. Security deposit includes deposit of ?300 lakhs against mortgage of property at Punjabi Bagh,
West Delhi. As per last valuation report dated November 06, 2013, the property would fetch more
than the amount given. The said amount is under dispute and the company has registered a
complaint (FIR) with the Deputy Commissioner of Police, Economic Offence Wing - Delhi Police
dated May 20, 2022 initiating legal proceedings for such recovery. Hence, due to the fact that
value of property kept as security exceeds the amount of security granted, the company has not
undertaken to credit impair such deposit.

2. Bank deposits with remaining maturity of more than 12 months includes fixed deposits amounting
to ? 68.05 lakhs (March 31, 2024 : ? 78.32 lakhs) related to assessments of sales tax/ VAT for
various years made with the several government departments of different states and have a
restriction on its use and readability.

Notes:

1. During the financial year ended March 31, 2025, the Company has advanced ? 2,100 lakhs
towards the acquisition of equity shares in its subsidiary viz. Bharat Innovative Glass Technologies
Private Limited. As on the balance sheet date, the shares had not been allotted. Accordingly,
the amount has been disclosed under “Other non-current assets” as Advance for acquisition of
shares in accordance with Schedule III to the Companies Act, 2013.

Subsequent to the reporting date, but before the approval of the financial statements, the allotment
of shares was completed in April 2025. This event has been disclosed as a non-adjusting event
in accordance with Ind AS 10 - Events after the Reporting Period.

The company has not given any advances to directors or other officers of the Company or any of
them either severally or jointly with any persons.

Nature and purpose of reserves:

(a) Retained Earnings: Retained earnings are the profits that the company has earned till date, less
any transfers to general reserve, dividends or other distributions paid to shareholders.

(b) Securities Premium: The securities premium account is used to record the premium on issue of
shares and is utilised in accordance with the provisions of the Companies Act, 2013.

(c) General Reserve: The general reserve is used from time to time to transfer profits from retained
earnings for appropriation purposes, as the same is created by transfer from one component of
equity to another.

(d) Money received against share warrants: Money received against share warrants is a capital
receipt shown under shareholders’ funds, representing advance funds from warrant holders
toward future equity share allotment upon exercise of the warrants.

Notes:

*1. Due to substantial decrease in Current assets, there is a significant change in Current ratio.

*2. Due to substantial increase in principal repayments, there is a significant change in Debt service coverage
ratio.

*3. Due to substantial decrease in Net profit after tax, there is a significant change in Return on Equity ratio.

*4. Due to substantial decrease in average inventories, there is a significant change in Inventory turnover ratio
*5. Due to substantial decrease in Net working capital, there is a significant change in Net capital turnover ratio.
*6. Due to substantial increase in total investments, there is a significant change in Return on investment.

28. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the company''s financial statements requires management to make judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and
liabilities, and the accompanying disclosures and the disclosure of contingent liabilities. Uncertainties
about these assumptions and estimates could result in outcomes that require a material adjustment
to the carrying amount of assets or liabilities affected in future periods.

Judgements

In the process of applying the company''s accounting policies, management has made the following
judgements, which have the most significant effect on the amounts recognised in the financial
statements:

Taxes

Significant judgements are involved in determining the provision for income taxes, including amount
expected to be paid/recovered for uncertain tax positions.

The Company reviews the carrying amount of deferred tax assets at the end of each reporting period.
The policy for the same is explained in Note No. 2.2.19.

Useful life of property, plant and equipment

The Company reviews the useful life of property, plant and equipment at the end of each reporting
period. This reassessment may result in change in depreciation expense in future periods. The policy
for the same is explained in Note No. 2.2.6.

Provisions and contingent liabilities

A provision is recognised when the Company has a present obligation as a result of past event if it
is probable that an outflow of resources will be required to settle the obligation, in respect of which a
reliable estimate can be made. Provisions (excluding retirement benefits and compensated absences)
are not discounted to its present value and are determined based on best estimate required to settle
the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted
to reflect the current best estimates. Contingent liabilities are not recognised in financial statements.
A contingent asset is neither recognised nor disclosed in the financial statements.

Defined Benefit Plans (Gratuity Benefits)

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are
determined using actuarial valuations. An actuarial valuation involves making various assumptions
that may differ from actual developments in the future. These include the determination of the discount
rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and
its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions.
All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount
rate for plans operated in India, the management considers the interest rates of government bonds in
currencies consistent with the currencies of the post-employment benefit obligation.

The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change
only at interval in response to demographic changes. Future salary increases and gratuity increases
are based on expected future inflation rates for the respective countries.

Further details about gratuity obligations are given in Note No. 30.

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot
be measured based on quoted prices in active markets, their fair value is measured using valuation
techniques including the DCF model. The inputs to these models are taken from observable markets
where possible, but where this is not feasible, a degree of judgement is required in establishing
fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and
volatility. Changes in assumptions about these factors could affect the reported fair value of financial
instruments. Carrying value and approximate fair values of financial instruments are same.

Revenue recognition

The Company uses the percentage-of-completion method in accounting for its fixed price contracts.
The use of percentage-of-completion method required the Company to estimate the efforts or costs
expended to date as a proportion of the total efforts or costs to be expended. Efforts or costs expended
have been used to measure progress towards completion as there is direct relationship between input
and productivity. Provision for estimated losses, if any, on uncompleted contracts are recorded in
the period in which such losses become probable based on the expected contract estimates at the
reporting period. The policy for the same is explained in Note 2.2.4.

29. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company’s activities expose it to a variety of financial risks : market risk, credit risk and liquidity
risk. The primary market risk to the Company is foreign exchange risk. The Company’s exposure to
credit risk is influenced mainly by the individual characteristic of each customer and the concentration
of risk from the top few customers.

Market Risk

The Company is exposed to foreign exchange risk through its sales and services outside India, and
purchases and services from overseas suppliers in various foreign currencies. The exchange rate
between the rupee and foreign currencies may fluctuate substantially in the future. Consequently, the
results of the Company’s operations are adversely affected as the rupee appreciates / depreciates
against these currencies.

Credit Risk

Credit risk refers to the risk of default in its obligation by the counterparty resulting in a financial loss.
The maximum exposure to the credit risk at the reporting date is primarily from unsecured trade
receivables amounting to ? 28,515.81 Lakhs and ^19,264.95 Lakhs as of March 31,2025 and March
31,2024 respectively. Trade receivables are typically unsecured and are derived from revenue earned
from customers located primarily in India. Credit risk has always been managed by the Company
through credit approvals, establishing credit limits and continuously monitoring the creditworthiness
of customers to which the Company grants credit terms in the normal course of business.

Credit risk on cash and cash equivalents is limited as the Company generally invest in deposits with
banks and financial institutions with high credit ratings. Investments primarily include investment in
deposits with banks.

Liquidity Risk

The Company’s principal sources of liquidity are cash and cash equivalents and the cash flow that
is generated from operations. The Company has no outstanding bank borrowings. The Company
believes that the working capital is sufficient to meet its current requirements.

30. POST EMPLOYMENT BENEFIT PLANS: GRATUITY

The Company has a funded defined benefit gratuity plan.

The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has
completed five years of service is entitled to specific benefit.

The following tables summarise the components of net benefit expense recognised in the statement
of profit or loss and the funded status and amounts recognised in the balance sheet for the respective
plans:

• The estimates of rate of escalation in salary considered in actuarial valuation are after taking
into account inflation, seniority, promotion and other relevant factors including supply and
demand in the employment market. However, no explicit allowance is used for disability. The
above information is as certified by the actuary.

• Discount rate is based on the prevailing market yields of Indian Government securities as at
the balance sheet date for estimated term of the obligations.

• The sensitivity analysis above may not be representative of the actual change in the defined
benefit obligation as it is unlikely that change in assumption would occur in isolation of one
another as some assumptions may be correlated.

• The methods and type of assumptions used in preparing the sensitivity analysis did not
change compared to the prior period.

31. DETAILS OF DUES TO MICRO, SMALL AND MEDIUM ENTERPRISES AS DEFINED UNDER
MSMED ACT, 2006

There were no micro, small and medium enterprises, to whom the Company owes dues, which are
outstanding for more than 45 days during the year ended March 31,2025. This information as required
to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006, has been
determined to the extent such parties have been identified on the basis of information available with
the company.

(i) It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of
the above pending resolution of the respective proceedings as it is determinable only on receipt
of judgements/ decisions pending with various forums/ authorities.

(ii) The company does not expect any reimbursements in respect of the above contingent liabilities.

(iii) The Company’s pending litigations comprise of claims against the Company pertaining to
proceedings pending with various direct tax, indirect tax and other authorities. The company
has reviewed all its pending litigations and proceedings and has adequately provided for where
provisions are required or disclosed as contingent liabilities where applicable, in its standalone
financial statements. The Company does not expect the outcome of these proceedings to have a
materially adverse effect on its standalone financial statements.

35. THE CODE ON SOCIAL SECURITY, 2020 (CODE) RELATING TO EMPLOYEE BENEFITS

The Indian Parliament has approved the Code on Social Security, 2020 which would impact the
contributions by the company towards Provident Fund and Gratuity. The Ministry of Labour and
Employment had released draft rules for the Code on Social Security, 2020 on November 13, 2020.
The Company will assess the impact and its evaluation once the subject rules are notified. The
Company will give appropriate impact in its financial statements in the period in which, the Code
becomes effective and the related rules to determine the financial impact are published.

36. OTHER STATUTORY INFORMATION

(i) In respect of immovable properties (other than properties where the Company is the lessee and
the lease agreements are duly executed in favour of the lessee), the Company does not hold any
such property as at the reporting date.

(ii) Details of benami property: No proceedings have been initiated or are pending against the
Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988
(45 of 1988) and the rules made thereunder.

(iii) Disclosure of transactions with struck off companies: The company did not have any material
transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section
560 of the Companies Act, 1956 during the financial year.

(iv) The company does not have any charges or satisfaction which is yet to be registered with ROC
beyond the statutory period.

(v) Details of crypto currency or virtual currency: The company has not traded or invested in
crypto currency or virtual currency during the respective financial years/period.

(vi) Utilization of borrowed funds and share premium: The company has not advanced or loaned
or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries)
with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the company (ultimate beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

(vii) Utilization of borrowed funds and share premium: The company has not received any fund
from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding
(whether recorded in writing or otherwise) that the company shall :

(a) directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

(viii) Undisclosed income: The company does not have any transaction which is not recorded in the
books of accounts that has been surrendered or disclosed as income during the year in the tax
assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant
provisions of the Income Tax Act, 1961)

(ix) The company has not been declared wilful defaulter by any bank or financial institution or other
lender.

(x) Compliance with approved scheme(s) of arrangements: The company does not have any
scheme of arrangements which have been approved by the competent authority in terms of
sections 230 to 237 of the Act.

(xi) Compliance with number of layers of companies: The company has complied with the number
of layers prescribed under Section 2(87) of the Act read with the Companies (Restriction on
Number of Layers) Rules, 2017.

(xii) Security of current assets against borrowings: The company has neither been sanctioned
nor has availed any borrowings on the security of its current assets during the current reporting
period. Hence, reporting under this clause is not applicable.

(xiii) Audit Trail: Ministry of Corporate Affairs (MCA) vide its notification number G.S.R. 206(E) dated
March 24, 2021 (amended from time to time) in reference to the proviso to Rule 3 (1) of the
Companies (Accounts) Amendment Rules, 2021, introduced the requirement, where a company
used an accounting software, of only using such accounting software w.e.f April 01, 2023 which
has a feature of recording audit trail of each and every transaction.

The Company has assessed all of its IT applications including supporting applications considering
the guidance provided in “Implementation guide on reporting on audit trail under rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014 (Revised 2024 edition)” issued by the Institute of
Chartered Accounts of India in February 2024, and identified applications that are relevant for
maintaining books of accounts.

The Company has used accounting software for maintaining its books of account which has a
feature of recording audit trail (edit log) facility and the same has operated throughout the year for
all relevant transactions recorded in the software.

37. Previous year''s figures have been regrouped/reclassified wherever necessary to correspond with the
current period''s classification/disclosure.

38. The figures have been rounded off to the nearest lakhs of Rupees. The figure 0.00 wherever stated
represents amount below rounding off norms adopted by the company.

39. Note No.1 to 38 form integral part of the Standalone Balance Sheet and Standalone Statement of
Profit and Loss.

As per our attached report of even date

For Mukesh Raj & Co. For and on behalf of the Board of Directors of

Chartered Accountants Optiemus Infracom Limited

ICAI Firm''s Registration Number:016693N

Monika Goel Ashok Gupta Neetesh Gupta

Partner Executive Chairman Director

ICAI Membership Number: 094072 DIN : 00277434 DIN : 00030782

Place: Noida (Uttar Pradesh) Parveen Sharma Vikas Chandra

Date: May 26, 2025 Chief Financial Officer Company Secretary

Place: Noida (Uttar Pradesh)

Date: May 26, 2025

As at the closure of the F.Y. 2023-24 and F.Y. 2022-23, valuation of such investment properties (based on valuation by an independent valuer who holds a recognised and relevant professional qualification and has recent experience in the location and category of the investment property being valued) for the fair value disclosure as encouraged by Ind AS 40 has not been undertaken by the company.

The company has no restrictions on the readability of its investments and no contractual obligations to purchase, construct or develop investment properties or repairs, maintenance and enhancements.

The title deeds of the said investment property has been held by IndusInd Bank as a collateral security against borrowing of M/s. Optiemus Infracom Limited vide sanction letter IBL/CAD North/2019-20/0198 dated April 26, 2019, the said title deeds are due to be released from bank and will be released in due course of time.

(•) Investments are shown at value net of provision for diminution.

(•) #The company has provided an advance payment to M/s. Bharat

Innovative Glass Technologies Private Limited as part of an investment agreement established under a Joint Venture between M/s Optiemus Infracom Limited (OIL) and M/s. Corning International Corporation, with a shareholding ratio of 70:30 respectively. As at the end of current financial year allotment of shares has not occurred, but being initial subscribers to the Memorandum of Association of the investee (i.e. M/s. Bharat Innovative Glass Technologies Private Limited), this has been considered as deemed allotment and not as share application money pending allotment.

(•) In accordance with IND AS 109, the company has assessed its investments in associates at fair value through profit and loss (FVTPL). The fair value of the investment in M/s. Teleecare Networks India Private Limited has been valued by an independent valuer at '' 43.85/-per share, reflecting an increase from previously recorded fair value of '' 38.00/- per share. As a result, fair value gain of '' 930.56 lacs has been recognized in the statement of profit and loss for the period.

said amount is under dispute and the company has registered a complaint (FIR) with the Deputy Commissioner of Police, Economic Offence Wing - Delhi Police dated May 20, 2022 initiating legal proceedings for such recovery. Hence, due to the fact that value of property kept as security exceeds the amount of security granted, the company has not undertaken to credit impair such deposit.

# Bank deposits with remaining maturity of more than 12 months includes fixed deposits amounting to '' 78.32 lacs (March 31, 2023 : '' 62.87 lacs) related to assessments of sales tax/ VAT for various years made with the several government departments of different states and have a restriction on its use and realisability.

• No T rade or other receivable are due from directors or other officers of the company either severally or jointly with any other person. Nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member.

• For terms and conditions relating to related party receivables, refer note no. 24.

• Trade receivables are non - interest bearing and are generally on terms of 0 to 90 days.

• There are no unbilled receivables, hence the same is not disclosed in the ageing schedule.

• Bank deposits with maturity of less than 12 months includes fixed deposits amounting to related to assessments of sales tax/ VAT for various years made with the several government departments of different states and have a restriction on its use and realisability.

• Fixed deposits with original maturity of more than twelve months but remaining maturity of less than twelve months have been disclosed under other bank balances.

* Security deposits includes deposits given to various public authorities such department of Sales Tax and VAT of different states and do not have any fixed maturity periods.

** Other recoverables include refund of additional CVD paid in excess by MPS Telecom Private Limited (merged with Optiemus Infracom Limited w.e.f. April 30, 2018). The said refund has been issued vide orders (i) CUS/RFD/460/2023-RFD-O/o Pr Commr-CUS-ACC(I)-Del; (ii) CUS/RFD/461/2023-RFD-O/o Pr Commr-CUS-ACC(I)-Del; (iii) CUS/RFD/462/2023-RFD-O/o Pr Commr-CUS-ACC(I)-Del; (iv) CUS/ RFD/463/2023-RFD-O/o Pr Commr-CUS-ACC(I)-Del; (v) CUS/RFD/464/2023-RFD-O/o Pr Commr-CUS-ACC(I)-Del dated April 2024 to the extent of '' 4,475.18 lacs.

(b) Terms/rights attached to equity shares

The company has only one class of equity shares having par value of INR 10 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of interim dividend.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

• The amounts are unsecured and non - interest bearing and are usually on varying trade term.

• Identification of Micro and Small Enterprises is basis intimation received from vendors.

• Details of dues to micro, small and medium enterprises as defined under MSMED Act, 2006.

There were no micro, small and medium enterprises, to whom the company owes dues, which are outstanding for more than 45 days during the year ended March 31, 2024. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006, has been determined to the extent such parties have been identified on the basis of information available with the company. (Refer note 29)

26. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the company’s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures and the disclosure of contingent liabilities. Uncetainities about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Judgements

In the process of applying the company’s accounting policies, management has made the following

judgements, which have the most significant effect on the amounts recognised in the financial statements.

Taxes

Significant judgements are involved in determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions.

The Company reviews the carrying amount of deferred tax assets at the end of each reporting period. The policy for the same is explained in Note No. 2.2.19.

Useful life of property, plant and equipment

The Company reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods. The policy for the same is explained in Note No. 2.2.6.

Provisions and contingent liabilities

A provision is recognised when the Company has a present obligation as a result of past event if it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits and compensated absences) are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best esitmates. Contingent liabilities are not recognised in financial statements. A contingent asset is neither recognised nor disclosed in the financial statements.

Defined Benefit Plans (Gratuity Benefits)

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation.

The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates for the respective countries.

Further details about gratuity obligations are given in Note No. 28.

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. Carrying value and approximate fair values of financial instruments are same.

Revenue recognition

The Company uses the percentage-of-completion method in accounting for its fixed price contracts. The use of percentage-of-completion method required the Company to estimate the efforts or costs

expended to date as a proportion of the total efforts or costs to be expended. Efforts or costs expended have been used to measure progress towards completion as there is direct relationship between input and productivity. Provision for estimated losses, if any, on uncompleted contracts are recorded in the period in which such losses become probable based on the expected contract estimates at the reporting period. The policy for the same is explained in Note 2.2.4.

27. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company’s activities expose it to a variety of financial risks : market risk, credit risk and liquidity risk. The primary market risk to the Company is foreign exchange risk. The Company’s exposure to credit risk is influenced mainly by the individual characteristic of each customer and the concentration of risk from the top few customers.

Market Risk

The Company is exposed to foreign exchange risk through its sales and services outside India, and purchases and services from overseas suppliers in various foreign currencies. The exchange rate between the rupee and foreign currencies may fluctuate substantially in the future. Consequently, the results of the Company’s operations are adversely affected as the rupee appreciates / depreciates against these currencies.

Credit Risk

Credit risk refers to the risk of default in its obligation by the counterparty resulting in a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from unsecured trade receivables amounting to '' 19,264.95 Lacs and '' 26,444.93 Lacs as of March 31, 2024 and March 31, 2023 respectively. Trade receivables are typically unsecured and are derived from revenue earned from customers located primarily in India. Credit risk has always been managed by the Company through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.

Credit risk on cash and cash equivalents is limited as the Company generally invest in deposits with banks and financial institutions with high credit ratings. Investments primarily include investment in deposits with banks.

Liquidity Risk

The Company’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company has no outstanding bank borrowings. The Company believes that the working capital is sufficient to meet its current requirements.

28. POST EMPLOYMENT BENEFIT PLANS: GRATUITY

The Company has a funded defined benefit gratuity plan.

The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit.

The following tables summarise the components of net benefit expense recognised in the statement of profit or loss and the funded status and amounts recognised in the balance sheet for the respective plans:

Due to its defined benefit plans, the company is exposed to the following significant risks:

Changes in bond yields - A decrease in bond yields will increase plan liability.

Salary risk - The present value of the defined benefit plans liability is calculated by reference to the future salaries of the plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

• The estimates of rate of escalation in salary considered in acturial valuation are after taking into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. However, no explicit allowance is used for disability. The above information is as certified by the actuary.

• Discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for estimated term of the obligations.

• The sensitivity analysis above may not be representative of the actual change in the defined benefit obligation as it is unlikely that change in assumption would occur in isolation of one another as some assumptions may be correlated.

• The methods and type of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.

29. DETAILS OF DUES TO MICRO, SMALL AND MEDIUM ENTERPRISES AS DEFINED UNDER MSMED ACT, 2006

There were no micro, small and medium enterprises, to whom the Company owes dues, which are outstanding for more than 45 days during the year ended March 31, 2024. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006, has been determined to the extent such parties have been identified on the basis of information available with the company.

(ii) The company does not expect any reimbursements in respect of the above contingent liabilities.

(iii) The Company’s pending litigations comprise of claims against the Company pertaining to proceedings pending with various direct tax, indirect tax and other authorities. The company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required or disclosed as contingent liabilities where applicable, in its standalone financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its standalone financial statements.

33. THE CODE ON SOCIAL SECURITY, 2020 (CODE) RELATING TO EMPLOYEE BENEFITS

The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the company towards Provident Fund and Gratuity. The Ministry of Labour and Employment had released draft rules for the Code on Social Security, 2020 on November 13, 2020. The Company will assess the impact and its evaluation once the subject rules are notified. The Company will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

34. EMPLOYEE STOCK OPTION PLAN (ESOP’S):

Under the Optiemus Employee Stock Option Scheme, 2016 (the 2016 Plan), the company during

the previous reporting period had granted 1,29,000 options to its employees including KMP’s. As required by Ind AS - 102 (Share Based Payment) the employee stock compensation expense is required to be recorded on a straight line basis over the requisite vesting period. Due to the limitation posed by the 2016 Plan, the company is unable to expense the required portion of employee stock compensation expense to its Statement of Profit and Loss with simultaneous credit to share based payment reserve in the current reporting period for the vesting due in F.Y. 2023-24 & F.Y. 2024-25 and has adopted to record the entire employee stock compensation expense for each separately vesting portion at the date of respective vestings only. The policy for same is explained in Note 2.2.16.

The equity settled stock options would vest generally in a graded manner i.e. Year 01: 20%; Year 02: 30% and Year 03: 50% and shall be exercisable within a period of 30 (Thirty) days from the respective date of vesting or as may be deteremined by the Nomination and Remuneration Committee (NRC) in special circumstances. The exercise price will be based upon the Market Price of the share one day before the date of vesting of options or such higher price as may be decided by the Committee subject to a discount of up to 50% as may deem fit by the Committee for the finalization of the Exercise Price.

NRC meeting was held on July 26, 2023, where it was decided to annul the remaining unvested ESOPs which were surrendered to the Company which was not exercised. Therefore, no effect in diluted EPS will arise for the year ended March 31, 2024.

35. OTHER STATUTORY INFORMATION

(i) With respect to immovable properties (other than properties where the Company is the lessee and lease agreements are duly executed in favour of the lessee) whose title deeds are not held in the name of the company, details are given as hereunder to the extent of the company’s share:

(ii) Details of benami property: No proceedings have been initiated or are pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.

(iii) Disclosure of transactions with struck off companies: The company did not have any material transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of the Companies Act, 1956 during the financial year.

(iv) The company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

(v) Details of crypto currency or virtual currency: The company has not traded or invested in crypto currency or virtual currency during the respective financial years/period.

(vi) Utilization of borrowed funds and share premium: The company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (ultimate beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

(vii) Utilization of borrowed funds and share premium: The company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall :

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

viii)Undisclosed income: The company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the relevant provisions of the Income Tax Act, 1961).

(ix) The company has not been declared wilful defaulter by any bank or financial institution or other lender.

(x) Compliance with approved scheme(s) of arrangements: The company does not have any scheme of arrangements which have been approved by the competent authority in terms of sections 230 to 237 of the Act.

(xi) Compliance with number of layers of companies: The company has complied with the number of layers prescribed under Section 2(87) of the Act read with the Companies (Restriction on Number of Layers) Rules, 2017.

(xii) Security of current assets against borrowings: The company has neither been sactioned nor has availed any borrowings on the security of its current assets during the current reporting period. Hence, reporting under this clause is not applicable.

36. Previous period figures have been re-grouped / re-classified to confirm to below requirements of the amended Schedule III to the Companies Act, 2013 effective April 01, 2021.

37. The figures have been rounded off to the nearest lacs of Rupees. The figure 0.00 wherever stated represents amount below rounding off norms adopted by the company.

38. Note No.1 to 38 form integral part of the Standalone Balance Sheet and Standalone Statement of Profit and Loss.

As at the closure of the F.Y. 2022-23 and F.Y. 2021-22, valuation of such investment properties (based on valuation by an independent valuer who holds a recognised and relevant professional qualification and has recent experience in the location and category of the investment property being valued) for the fair value disclosure as encouraged by Ind AS 40 has not been undertaken by the company.

The company has no restrictions on the readability of its investments and no contractual obligations to purchase, construct or develop investment properties or repairs, maintenance and enhancements.

• No T rade or other receivable are due from directors or other officers of the company either severally or jointly with any other person. Nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner, a director or a member.

• For terms and conditions relating to related party receivables, refer note no. 25

• Trade receivables are non - interest bearing and are generally on terms of 0 to 90 days.

• There are no unbilled receivables, hence the same is not disclosed in the ageing schedule.

• Bank deposits with maturity of less than 12 months includes fixed deposits amounting to related to assessments of sales tax/ VAT for various years made with the several government departments of different states and have a restriction on its use and realisability.

• Fixed deposits with original maturity of more than twelve months but remaining maturity of less than twelve months have been disclosed under other bank balances.

(b) Terms/rights attached to equity shares

The company has only one class of equity shares having par value of INR 10 per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except in case of interim dividend.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

As per records of the company, including its register of shareholders/ members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents beneficial ownership of shares.

Loans repayable and bills discounting from banks March 31, 2023: Nil (March 31, 2022: '' 1,837.96 Lakhs) were secured by first pari passu charge on current assets of the company, first charge on fixed assets (except assets exclusively charged to other lenders), equitable mortagage of properties of promoter. All the charges on the current assets of company have been closed as on March 31,2023 on receipt of NOC from Tata Capital Financial Services Limited vide certificate TCFSL/NDC/2022-23/CF/090 dated July 15, 2022.

• The amounts are unsecured and non - interest bearing and are usually on varying trade term.

• Identification of Micro and Small Enterprises is basis intimation received from vendors.

• Details of dues to micro, small and medium enterprises as defined under MSMED Act, 2006.

There were no micro, small and medium enterprises, to whom the company owes dues, which are outstanding for more than 45 days during the year ended March 31, 2023. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006, has been determined to the extent such parties have been identified on the basis of information available with the company. (Refer note 30)

* Interest income includes interest on loan granted to wholly owned subsidiary (i.e. GDN Enterprises Private Limited). Upon the request of the borrower (vide board resolution dated May 28, 2022) and considering to strengthen its financial position by reducing the burden of the fixed financial obligations to the extent possible, the board of directors of the company have waived off interest income for the period May 30, 2022 to March 31,2023 on the amount of such loan granted. (vide board resolution dated May 30 2022).

** Includes amount written back in respect of balances which are no longer acknowledged as debt by the company.

Reason for change for more than 25%

Change can be attributed to increase in net profit before tax from continuing operations, increase in earnings before interest and other unallocable incomes for the year ended.

27. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the company’s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures and the disclosure of contingent liabilities. Uncetainities about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Judgements

In the process of applying the company’s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements.

Taxes

Significant judgements are involved in determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions.

The Company reviews the carrying amount of deferred tax assets at the end of each reporting period. The policy for the same is explained in Note No. 2.2.18.

Useful life of property, plant and equipment

The Company reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods. The policy for the same is explained in Note No. 2.2.6.

Provisions and contingent liabilities

A provision is recognised when the Company has a present obligation as a result of past event if it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits and compensated absences) are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best esitmates. Contingent liabilities are not recognised in financial statements. A contingent asset is neither recognised nor disclosed in the financial statements.

Defined Benefit Plans (Gratuity Benefits)

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation.

The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates for the respective countries.

Further details about gratuity obligations are given in Note No. 29.

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot

be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. Carrying value and approximate fair values of financial instruments are same.

Revenue recognition

The Company uses the percentage-of-completion method in accounting for its fixed price contracts. The use of percentage-of-completion method required the Company to estimate the efforts or costs expended to date as a proportion of the total efforts or costs to be expended. Efforts or costs expended have been used to measure progress towards completion as there is direct relationship between input and productivity. Provision for estimated losses, if any, on uncompleted contracts are recorded in the period in which such losses become probable based on the expected contract estimates at the reporting period. The policy for the same is explained in Note 2.2.4.

28. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company’s activities expose it to a variety of financial risks : market risk, credit risk and liquidity risk. The primary market risk to the Company is foreign exchange risk. The Company’s exposure to credit risk is influenced mainly by the individual characteristic of each customer and the concentration of risk from the top few customers.

Market Risk

The Company is exposed to foreign exchange risk through its sales and services outside India, and purchases and services from overseas suppliers in various foreign currencies. The exchange rate between the rupee and foreign currencies may fluctuate substantially in the future. Consequently, the results of the Company’s operations are adversely affected as the rupee appreciates / depreciates against these currencies.

Credit Risk

Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from unsecured trade receivables amounting to '' 26,444.93 Lakhs, and '' 21,115.33 Lakhs as of March 31, 2023 and March 31,2022 respectively. Trade receivables are typically unsecured and are derived from revenue earned from customers located primarily in India. Credit risk has always been managed by the Company through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.

Credit risk on cash and cash equivalents is limited as the Company generally invest in deposits with banks and financial institutions with high credit ratings. Investments primarily include investment in deposits with banks.

Liquidity Risk

The Company’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company has no outstanding bank borrowings. The Company believes that the working capital is sufficient to meet its current requirements.

29. POST EMPLOYMENT BENEFIT PLANS: GRATUITY

The Company has a funded defined benefit gratuity plan.

The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit.

The following tables summarise the components of net benefit expense recognised in the statement of profit or loss and the funded status and amounts recognised in the balance sheet for the respective plans:

Due to its defined benefit plans, the company is exposed to the following significant risks:

Changes in bond yields - A decrease in bond yields will increase plan liability.

Salary risk - The present value of the defined benefit plans liability is calculated by reference to the future salaries of the plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

• The estimates of rate of escalation in salary considered in acturial valuation are after taking into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market. However, no explicit allowance is used for disability. The above information is as certified by the actuary.

• Discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for estimated term of the obligations.

• The sensitivity analysis above may not be representative of the actual change in the defined benefit obligation as it is unlikely that change in assumption would occur in isolation of one another as some assumptions may be correlated.

• The methods and type of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.

30. DETAILS OF DUES TO MICRO, SMALL AND MEDIUM ENTERPRISES AS DEFINED UNDER MSMED ACT, 2006

There were no micro, small and medium enterprises, to whom the Company owes dues, which are outstanding for more than 45 days during the year ended March 31, 2023. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006, has been determined to the extent such parties have been identified on the basis of information available with the company.

(i) It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings as it is determinable only on receipt of judgements/ decisions pending with various forums/ authorities.

(ii) The company does not expect any reimbursements in respect of the above contingent liabilities.

(iii) The Company’s pending litigations comprise of claims against the Company pertaining to proceedings pending with various direct tax, indirect tax and other authorities. The company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required or disclosed as contingent liabilities where applicable, in its standalone financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its standalone financial statements.

34. THE CODE ON SOCIAL SECURITY, 2020 (CODE) RELATING TO EMPLOYEE BENEFITS

The Code on Social Security, 2020 (“Code”) relating to employee benefits during employment and post employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified and the final rules/ interpretation have not yet been issued. The company will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

35. ESTIMATION OF UNCERTAINTIES RELATING TO THE GLOBAL HEALTH PANDEMIC FROM CORONAVIRUS (COVID-19)

The Company has made an assessment of the impact of the continuing COVID-19 pandemic on its current and future operations, liquidity position and cash flow giving due consideration to the internal and external factors. The Company is continuously monitoring the situation and does not foresee any significant impact on its operations and the financials position as at March 31, 2023.

36. EMPLOYEE STOCK OPTION PLAN (ESOP’S):

Under the Optiemus Employee Stock Option Scheme, 2016 (the 2016 Plan), the company during the previous reporting period had granted 1.29 Lakhs options to its employees including kMp’s. As

required by Ind AS - 102 (Share Based Payment) the employee stock compensation expense is required to be recorded on a straight line basis over the requisite vesting period. Due to the limitation posed by the 2016 Plan, the company is unable to expense the required portion of employee stock compensation expense to its Statement of Profit and Loss with simultaneous credit to share based payment reserve in the current reporting period for the vesting due in F.Y. 2023-24 & F.Y. 2024-25 and has adopted to record the entire employee stock compensation expense for each separately vesting portion at the date of respective vestings only. The policy for same is explained in Note 2.2.15.

The equity settled stock options would vest generally in a graded manner i.e. Year 01: 20%; Year 02: 30% and Year 03: 50% and shall be exercisable within a period of 30 (Thirty) days from the respective date of vesting or as may be deteremined by the Nomination and Remuneration Committee (NRC) in special circumstances. The exercise price will be based upon the Market Price of the share one day before the date of vesting of options or such higher price as may be decided by the Committee subject to a discount of up to 50% as may deem fit by the Committee for the finalization of the Exercise Price.

(ii) Details of benami property: No proceedings have been initiated or are pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.

(iii) Disclosure of transactions with struck off companies: The company did not have any material transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of the Companies Act, 1956 during the financial year.

(iv) The company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

(v) Details of crypto currency or virtual currency: The company has not traded or invested in crypto currency or virtual currency during the respective financial years/period.

(vi) Utilization of borrowed funds and share premium: The company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (ultimate beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

vii) Utilization of borrowed funds and share premium: The company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall :

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

viii) Undisclosed income: The company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the relevant provisions of the Income Tax Act, 1961)

ix) The company has not been declared wilful defaulter by any bank or financial institution or other lender.

x) Compliance with approved scheme(s) of arrangements: The company does not have any scheme of arrangements which have been approved by the competent authority in terms of sections 230 to 237 of the Act.

xi) Compliance with number of layers of companies: The company has complied with the number of layers prescribed under Section 2(87) of the Act read with the Companies (Restriction on Number of Layers) Rules, 2017.

xii) Security of current assets against borrowings: The company has neither been sanctioned nor has availed any borrowings on the security of its current assets during the current reporting period. Hence, reporting under this clause is not applicable.

38. Previous period figures have been re-grouped / re-classified to confirm to below requirements of the amended Schedule III to the Companies Act, 2013 effective April 01, 2021:

(a) Security deposits (Long - term) regrouped under “Other Financial Assets” (Note 5c) which were earlier part of “Loans” (Note 5b).

(b) Security deposits (Short - term) regrouped under “Other Financial Assets” (Note 9f) which were earlier part of “Loans” (Note 9e).

39. The figures have been rounded off to the nearest lakhs of rupees. The figure 0.00 wherever stated represents amount below rounding off norms adopted by the company.

40. Note No.1 to 40 form integral part of the Standalone Balance Sheet and Standalone Statement of Profit and Loss.

1. CORPORATE INFORMATION

Optiemus Infracom Limited (“the Company”) is a public company incorporated on 17.06.1993; equity shares of the company are listed on Bombay Stock Exchange and National Stock Exchange. The Company is primarily engaged in the trading of mobile handset and mobile accessories and renting of Immovable property, etc. The company is a public limited company incorporated and domiciled in India and has its registered office at New Delhi.

2.1 First-time adoption of Ind AS

These financial statements, for the year ended 31 March 2018, are the first the Company has prepared in accordancewith Ind AS. For periods up to and including the year ended 31 March 2017, the Company prepared its financial statements in accordance with accounting standards notified under section 133 of the Companies Act 2013, readtogether with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP).

Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for periods ending on31 March 2018, together with the comparative period data as at and for the year ended 31 March 2017, as describedin the summary of significant accounting policies. In preparing these financial statements, the Company’s opening balance sheet was prepared as at 1 April 2016, the Company’s date of transition to Ind AS. This note explains theprincipal adjustments made by the Company in restating its Indian GAAP financial statements, including the balance sheetas at 1 April 2016 and the financial statements as at and for the year ended 31 March 2017.

Exemptions applied

Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain requirementsunder Ind AS. The Company has applied the following exemptions

(i) Estimates exception - On an assessment of the estimates made under the Previous GAAP financial statements, the Company has concluded that there is no necessity to revise the estimates under Ind AS (except for adjustments to reflect any difference in accounting policies), as there is no objective evidence that those estimates were in error. However, estimates, that were required under Ind AS but not required under Previous GAAP, are made by the Company for the relevant reporting dates, reflecting conditions existing as at that date without using any hindsight.

(ii) De-recognition of financial assets and liabilities exception - Financial assets and liabilities derecognized before transition date are not re-recognized under Ind AS.

2.2. Recent Indian Accounting Standards (Ind AS)

Ministry of Corporate Affairs (“MCA”) through Companies (Indian Accounting Standards) Amendment Rules, 2018 has notified the following new and amendments to Ind ASs which the Company has not applied as they are effective for annual periods beginning on or after April 1, 2018:

Ind AS 115 - Revenue from Contracts with Customers

Ind AS 21 - The Effect of Changes in Foreign Exchange Rates

Ind AS 115 - Revenue from Contracts with Customers

Ind AS 115 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. Ind AS 115 will supersede the current revenue recognition standard Ind AS 18 - Revenue.

The core principle of Ind AS 115 is that an entity should recognize revenue to depict the transfer of promised goodsor services to customers in an amount that reflects the consideration to which the entity expects to be entitled inexchange for those goods or services. Specifically, the standard introduces a 5-step approach to revenue recognition:

Step 1: Identify the contract(s) with a customer

Step 2: Identify the performance obligation in contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

Under Ind AS 115, an entity recognizes revenue when (or as) a performance obligation is satisfied, i.e. when ‘control’of the goods or services underlying the particular performance obligation is transferred to the customer.

The Company has completed its evaluation of the possible impact of Ind AS 115 and will adopt the standard with allrelated amendments to all contracts with customers retrospectively with the cumulative effect of initially applyingthe standard recognized at the date of initial application. Under this transition method, cumulative effect of initiallyapplying Ind AS 115 is recognized as an adjustment to the opening balance of retained earnings of the annualreporting period. The standard is applied retrospectively only to contracts that are not completed contracts at thedate of initial application. The Company does not expect the impact of the adoption of the new standard to bematerial on its retained earnings and to its net income on an ongoing basis.

Ind AS 21 - The Effect of Changes in Foreign Exchange Rates

The amendment clarifies on the accounting of transactions that include the receipt or payment of advance consideration in a foreign currency. The appendix explains that the date of the transaction, for the purpose of determining the exchange rate, is the date of initial recognition of the nonmonetary prepayment asset or deferredincome liability. If there are multiple payments or receipts in advance, a date of transaction is established for each payment or receipt. The company is evaluating the impact of this amendment on its financial statements.

Note:

1. Term loans from Indusind bank of Rs. 19,816 lacs (comprising two loans) carries interest rate of 11% p.a. and is secured by first pari passu charge on future rent receivables from property located at Noida and first pari passu charge on land and building located at Noida. The loans are repayable in 144 and 84 monthly installments (not equal), from the date of loan, viz., 30 September, 2016.

3. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the Company’s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Judgements

In the process of applying the Company’s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements: Taxes

Significant judgements are involved in determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions.

The Company reviews the carrying amount of deferred tax assets at the end of each reporting period. The policy for the same is explained in Note 2.2.14 Useful life of property, plant and equipment

The Company reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods.

Provisions and contingent liabilities

A provision is recognised when the Company has a present obligation as a result of past event if it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits and compensated absences) are not discounted to its present value and are determined based on best estimate required to settle the obligation at the Balance sheet date. These are reviewed at each Balance sheet date and adjusted to reflect the current best esitmates. Contingent liabilities are not recognised in financial statements. A contingent asset is neither recognised nor disclosed in the financial statements.

Defined benefit plans (gratuity benefits)

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation.

The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates for the respective countries.

Further details about gratuity obligations are given in Note 26.

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments. Carrying value and approximate fair values of financial instruments are same.

4. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES

The Company’s activities expose it to a variety of financial risks : market risk, credit risk and liquidity risk. The primary market risk to the Company is foreign exchange risk. The Company’s exposure to credit risk is influenced mainly by the individual characteristic of each customer and the concentration of risk from the top few customers.

Market risk

The Company is exposed to foreign exchange risk through its sales and services outside India, and purchases and services from overseas suppliers in various foreign currencies. The exchange rate between the rupee and foreign currencies may fluctuate substantially in the future. Consequently, the results of the Company’s operations are affected as the rupee appreciates / depreciates against these currencies.

The foreign currency risks from financial instruments as of March 31, 2018 were as follows :

The above outstanding represent a Term Loan fully hedged by bank under Foreign Exchange Forward Contract until maturity on 30.09.2028. Under deferred payment plan. Accordingly, the above financial instrument has no marked to market gain or loss as on 31 March 2018 to be recognized.

Credit risk

Credit risk refers to the risk of default on its obligation by the counterparty resulting in a financial loss. The maximum exposure to the credit risk at the reporting date is primarily from unsecured trade receivables amounting to Rs. 18,366 lacs, Rs. 18,948 lacs and Rs. 22,095 lacs as of March 31, 2018, March 31, 2017 and March 31, 2016, respectively. Trade receivables are typically unsecured and are derived from revenue earned from customers located primarily in India. Credit risk has always been managed by the Company through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.

Credit risk on cash and cash equivalents is limited as the Company generally invest in deposits with banks and financial institutions with high credit ratings. Investments primarily include investment in deposits with banks.

Liquidity risk

The Company’s principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations.

5. POST EMPLOYMENT BENEFIT PLANS: GRATUITY

The Company has a funded defined benefit gratuity plan.

The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit.

The following tables summarise the components of net benefit expense recognised in the statement of profit or loss and the funded status and amounts recognised in the balance sheet for the respective plans: Reconciliation of opening and closing balances of the present value of the defined benefit obligation.

Due to its defined benefit plans, the Group is exposed to the following significant risks:

Changes in bond yields - A decrease in bond yields will increase plan liability.

Salary risk - The present value of the defined benefit plans liability is calculated by reference to the future salaries of the plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

6. DETAILS OF DUES TO MCIRO, SMALL AND MEDIUM ENTERPRISES AS DEFINED UNDER MSMED ACT, 2006.

There are no micro, small and medium enterprises, to whom the Company owes dues, which are outstanding for more than 45 days during the year and also as at March 31, 2017. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006, has been determined to the extent such parties have been identified on the basis of information available with the Company.

7. BUSINESS COMBINATIONS

i. Amalgamation during the year ended 31 March 2018

a. Amalgamation of MPS Telecom Private Limited

During the year, a Company MPS Telecom Private Limited (“transferor company”) was merged with M/s Optiemus Infracom Limited (“transferee company”) as per the scheme of Amalgamation approved by the Regional Director, Northern Region, Ministry of Corporate Affairs, Delhi.

Copy of the order of Regional Director, Northern Region, Ministry of Corporate Affairs, Delhi was filed on 30.04.2018 with the registrar of companies, NCT of Delhi and Haryana by Transferee Company and erstwhile Transferor Company.

As per clause 3.18 of part-II of the scheme of amalgamation, the business carried on by the transferor company from the appointed date till the effective date is carried on for and on behalf of the transferee company and all profits accruing to the transferor companies are profits of the transferee company. Therefore, the profits of the transferor companies from 1st April’2017 to 31st March’2018 are reflected in the profit & loss a/c of the Transferee Company. Various items of income and expenditure of the company include corresponding figures of erstwhile transferor companies. The corresponding figures of assets and liabilities of the transferor companies as on 31st March’2017 have merged with the assets and liabilities of the transferee company.

Assets acquired and liabilities assumed

The fair values of the identifiable assets and liabilities of Transferor Company as at the date of acquisition were:

b. Amalgamation of One World Teleservices Private Limited

During the year, a Company One World Teleservices Private Limited (“transferor company”) was merged with M/s Optiemus Infracom Limited (“transferee company”) as per the scheme of Amalgamation approved by the Regional Director, Northern Region, Ministry of Corporate Affairs, Delhi.

Copy of the order of Regional Director, Northern Region, Ministry of Corporate Affairs, Delhi was filed on 30.04.2018 with the registrar of companies, NCT of Delhi and Haryana by Transferee Company and erstwhile Transferor Company.

As per clause 3.18 of part-II of the scheme of amalgamation, the business carried on by the transferor company from the appointed date till the effective date is carried on for and on behalf of the transferee company and all profits accruing to the transferor companies are profits of the transferee company. Therefore, the profits of the transferor companies from 1st April’2017 to 31st March’2018 are reflected in the profit & loss a/c of the Transferee Company. Various items of income and expenditure of the company include corresponding figures of erstwhile transferor companies. The corresponding figures of assets and liabilities of the transferor companies as on 31st March’ 2017 have merged with the assets and liabilities of the transferee company.

Assets acquired and liabilities assumed

The fair values of the identifiable assets and liabilities of Transferor Company as at the date of acquisition were:

8. COMMITMENTS AND CONTINGENCIES

a. Leases

Operating lease commitments — Company as lessee

Company’s significant leasing arrangements are in respect of operating leases for premises (office, warehouses etc.). The group has entered into agreements to take certain land and buildings on operating leases for warehousing activities from third parties during the year. These leasing arrangements which are not non-cancellable, range between 3 years and 5 years generally, or longer, and are usually renewable by mutual consent on mutually agreeable terms. The lease rent of Rs. 149 lacs (31 March 2017: Rs. 372 lacs) on such lease is included in Rent.

Operating lease commitments - Company as lessor

Company has also given certain land and building on operating lease to a third party. The lease arrangement was for 9 years and remained for a period of next 4.5 years. The rental of Rs. 3,600 lacs (2016-17 - Rs. 3,966 lacs) on such lease is included in other operating revenue.

Future minimum rentals receivable under non-cancellable operating leases are as follows:

Carrying value and approximate fair values of financial instruments are same.

9. BUSINESS SEGMENTS

The Company has identified business segments. Business segments are primarily Mobile & Mobile Accessories and Renting of Immovable Property. Revenues and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to each reportable segment have been allocated on the basis of associated revenues of the segment and manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses. Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as unallocable. Fixed Assets that are used interchangeably amongst segments are not allocated to primary and secondary segments.

Notes

1. Non-current financial assets / liabilities

Under previous GAAP, certain non-current financial assets / liabilities which were measured at cost at the balance sheet date without considering the effect of discounting whereas these are measured at the present value on the balance sheet date under Ind AS. Accordingly, the Company has recognised the adjustment to the respective carrying amount and the consequent impact on finance cost / finance income due to the unwinding of the discounting impact. Further, the Company has recognised difference between present value under Ind AS and value under previous GAAP as Deferred lease rent income and is recognised as lease income on straight line basis. The corresponding impact on the date of transition has been recognised in equity.

2. Current Investments at fair value

Under previous GAAP, investments were booked at cost, however under Ind AS, investments are booked fair value through profit or loss, using the market rates available .The corresponding impact on the date of transition has been recognised in equity.

3. Remeasurement differences

Under previous GAAP, there was no concept of other comprehensive income and hence, previous GAAP profit is reconciled to total comprehensive income as per Ind AS. Under previous GAAP, the remeasurements of the net defined benefit liability were recognised in the statement of profit and loss. Under Ind AS, the said remeasurement differences net of the related tax impact are recognised in other comprehensive income.

1. Nature of Operations

The Company is primarily engaged in the trading of mobile handset and mobile accessories and renting of Immovable property etc. The company is a public limited company incorporated and domiciled in India and has its registered office at New Delhi. The company has its primary listing on the BSE Limited.

2. Basis of accounting and preparation of financial statement

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (GAAP) to comply in all material respects with the accounting standard as notified under section 133 of the Companies Act 2013 (the Act) read with Rule 7 of the Companies (Accounts) Rules, 2014, issued by the Ministry of Corporate Affairs. The financial statements have been prepared on accrual basis under the historical costs convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year.

(a) Terms/ rights attached to equity shares

The company has only one class of equity shares having par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Note:

1. Vehicle loans from banks of Rs.42 lacs (comprising various loans) carries interest rate of 9.25% to 10.50% p.a. and is secured by hypothecation of vehicles taken on loan. All vehicle loans have remaining maturity period of less than one year

2. Term loans from Indusind bank of Rs.20,280 lacs (comprising two loans) carries interest rate of 11% p.a. and is secured on future rent receivables from property located at Noida and on land and building located at Noida. The loans are repayable in 144 and 84 monthly installments (not equal), from the date of loan, viz., 30 September, 2016. Maturity profie of loans are given below:

Note:

1. Loans repayable and bill discounted from banks are secured by first pari passu charge on current assets of the Company, first charge on fixed assets (except assets exclusively charged to other lenders.

2. Bills discounted from others have been secured by guarantees of Mr. Ashok Gupta, Director and GRA Enterprises Private Limited and security deposit of Rs.250 lacs.

NOTE: 3 TRADE PAYABLES

There are no Micro, Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days during the year and also as at 31^st March, 2017. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

NOTE: 4 POST-EMPLOYMENT BENEFIT PLANS

The company operates one defined plan, i.e., gratuity, for its employees. Under the gratuity plan, every employee who has completed atleast five years of service gets a gratuity on departure @ 15 days of last drawn salary for each completed year of service. The scheme is funded with an insurance company in the form of qualifying insurance policy.

The following tables summarize the components of net benefit expense recognized in the statement of profit and loss and the funded status and amounts recognized in the balance sheet for the gratuity plan.

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled. There has been significant change in expected rate of return on assets due to change in the market scenario.

NOTE: 5 LEASES

Operating lease commitments - Company as lessee

Company’s significant leasing arrangements are in respect of operating leases for premises (office, stores, warehouses etc.). The group has entered into agreement to take certain land and building on operating lease for warehousing activities from a third party during the year. These leasing arrangements which are not non-cancellable, range between 3 years and 5 years generally, or longer, and are usually renewable by mutual consent on mutually agreeable terms. The lease rent of Rs.372 lacs (2015-16 Rs.392 lacs) on such lease is included in Rent.

Operating lease commitments - Company as lessor

Company has also given certain land and building on operating lease to a third party. The lease arrangement was for 9 years and remained for a period of next 6 years. The rental of Rs.3587 lacs (2015-16 - Rs.3787 lacs) on such lease is included in other operating revenue.

NOTE: 6 SEGMENT INFORMATION

The Company has identified business segments. Business segments are primarily Mobile & Mobile Accessories and Renting of Immovable Property. Revenues and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to each reportable segment have been allocated on the basis of associated revenues of the segment and manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses. Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as unallocable. Fixed Assets that are used interchangeably amongst segments are not allocated to primary and secondary segments.

NOTE: 7 RELATED PARTY DISCLOSURES

Names of related parties and related party relationship

Related parties where control exists

Subsidiaries : Optiemus Electronics Limited

: Optiemus Infracom ( Singapore) Pte Ltd

: One World TeleServices Private Limited

: MPS Telecom Private Limited

: FineMs Electronics Private Limited

: Optiemus Metals & Mining Pte. Ltd.

: WIN Technology

Related parties with whom transactions have taken place during the year

Enterprises owned or significantly influenced by : Teleecare Networks India Private Limited

key management personnel or their relatives : MPS Telecom Retail Private Limited

: Fidelity Logistic Limited

: International Value Retail Pvt Ltd

: GDN Enterprises Pvt Ltd

: GRA Enterprises Pvt. Ltd.

: Insat Exports Pvt. Ltd.

: Besmarty Marketplace Pvt Ltd

* Mr.Ravinder Zutshi has resigned from Directorship with effect from 30^th September 2016

** Mr. Parveen Sharma has resigned from the post of Chief Financial Officer with effect from 24^th November 2015

Subsidaries/ Associate Co.

The following table provides the total amount of transactions that have been entered into with related parties for the relevant financial year

NOTE: 8

Some of the Trade receivable, trade payables and loan & advances are subject to reconciliation.

NOTE: 9 PREVIOUS YEAR FIGURES

The company has reclassified previous year figures to conform to this year’s classification. NOTE: 40

Previous year audit was done by M/s RMA & Associates, Chartered Accountants.

Note:1. Disclosure under Accounting Standard 17 - Segment Reporting Segment Information

The Company has identified business segments. Business segments are primarily Mobile & Mobile Accessories and Renting of Immovable Property. Revenues and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to each reportable segment have been allocated on the basis of associated revenues of the segment and manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as unallowable expenses. Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as unallowable. Fixed Assets that are

used interchangeably amongst segments are not allocated to primary and secondary segments.

Note 2. - Disclosure as per Accounting Standard 19 - Lease

Company’s significant leasing arrangements are in respect of operating leases for premises (office, stores, warehouses etc.). The group has entered into agreement to take certain land and building on operating lease for warehousing activities from a third party during the year. These leasing arrangements which are not non-cancellable, range between 3 years and 5 years generally, or longer, and are usually renewable by mutual consent on mutually agreeable terms. The lease rent of Rs. 3.92 crores (2014-15 Rs. 3.36 Cr) on such lease is included in Rent

Company has also given certain land and building on operating lease to a third party. The lease arrangement was for a period of 9 years, including a non-cancellable term of 3 years. The rental of Rs. 37.87 Crores (2014-15 - Rs. 37.56 Crores) on such lease is included in other operating revenue. With respect to non-cancellable period of the operating lease, the future minimum lease license fee receivable is Rs. 19.00 Cr.

Note:3. As per disclosure under AS-18, details of transactions entered into with related parties during the year is as follows:

a) List of Related party

i) Holding Company : -

ii) Ultimate Holding Company : -

iii) Subsidiary Company : Optiemus Electronics Limited

: Optiemus Infracom ( Singapore) Pte Ltd

: Optiemus Infracom International FZE

: One World TeleServices Private Limited

: Kishore Exports India Private Limited

iv) Fellow Subsidiary Company : Optiemus Metals & Mining Pte. Ltd.

v) Key Management Personnel : Mr. Ravinder Zutshi ( Managing Director)

: Mr. Ashok Gupta (Executive Chairman)

: Mr. Hardip Singh (Whole time Director)

: Mr. Parveen Sharma (CFO)

Mr. Vikas Chandra (CS)

vii) Associates / Entities in which KMP/ : Param Exports & Constructions Pvt Ltd

^{Relatives of KMP can exercise} : Teleecare Network India Private Limited significant influence

: MPS Telecom Retail Private Limited

: GDN Enterprises Private Limited

: International Value Retail Private Limited

: Xcite Communications Private Limited

: My Mobile Infomedia Pvt Ltd

: Techtube Mediaworks Pvt Ltd

: Eye Detectives Pvt Ltd

: Win Technologies

Note:1 Disclosure under Accounting Standard 17 - Segment Reporting Segment Information

The Company has identified business segments. Business segments are primarily Mobile & Mobile Accessories and Renting of Immovable Property. Revenues and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to each reportable segment have been allocated on the basis of associated revenues of the segment and manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as unallowable expenses. Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as unallowable. Fixed Assets that are used interchangeably amongst segments are not allocated to primary and secondary segments.

Note:2 Disclosure relating to AS-15 (Revised) - Employees Benefits:-

(a) Provident Fund - 12% of Basic (including dearness pay) plus Dearness Allowance, contributed to Recognised Provident Fund

(b) Gratuity- Payable on separation @ 15 days pay for each completed year of service to eligible employees who render continuous service for 5 years or more. Maximum limit is Rs.10.00 lakh.

In terms of Accounting Standard 15 ( Revised) on Employees Benefits, the following disclosure sets out the status as required:-

Disclosure as per Accounting Standard 19 - Lease

Company's significant leasing arrangements are in respect of operating leases for premises (office, stores, warehouses etc.). The group has entered into agreement to take certain land and building on operating lease for warehousing activities from a third party during the year. These leasing arrangements which are not non-cancellable, range between 3 years and 05 years generally, or longer, and are usually renewable by mutual consent on mutually agreeable terms. The lease rent of Rs. 3.36 crores (2013-14 Rs. 3.56 Cr) on such lease is included in Rent "Company has also given certain land and building on operating lease to a third party. The lease arrangement was for a period of 9 years, including a non-cancellable term of 3 years. The rental of Rs. 37.56 Crores (2013-14 - Rs. 18.18 Crores) on such lease is included in other operating revenue. With respect to non-cancellable period of the operating lease, the future minimum lease license fee receivable is Rs. 53.04 Crores.

Note:1

Disclosure under Accounting Standard 17 - Segment Reporting Segment Information

The Company has identified business segments as its primary segment and geographic segments as its secondary segment. Business segments are primarily Mobile & Mobile Accessories and construction of Road and Highways business. Revenues and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to each reportable segment have been allocated on the basis of associated revenues of the segment and manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses. Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as unallocable. Fixed Assets that are used interchangeably amongst segments are not allocated to primary and secondary segments.

Note:2 Disclosure under Accounting Standard 7 - Construction Contract

The company follows the "percentage of Completion method" of accounting for all contracts in accordance with "Accounting Standard - 7" - "Accounting for Construction Contract" issued by the Institute of Chartered Accountants of India. The revenue from the execution of contracts is recognised proportionately with the degree of completion achieved under each contracts, matching revenue with expenses incurred and after considering the total contracts value and associated costs.

Note:1

Disclosure under Accounting Standard 17 - Segment Reporting

Segment Information

The Company has identifed business segments as its primary segment and geographic segments as its secondary segment. Business segments are primarily Mobile & Mobile Accessories and construction of Road and Highways business. Revenues and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifable to each reportable segment have been allocated on the basis of associated revenues of the segment and manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses. Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as unallocable. Fixed Assets that are used interchangeably amongst segments are not allocated to primary and secondary segments.

Note:2

Disclosure relating to AS-15 (Revised) - Employees Benefts:-

( a) Provident Fund - 12% of Basic (including dearness pay) plus Dearness Allowance, contributed to Recognised Provident Fund

( b) Gratuity- Payable on separation @ 15 days pay for each completed year of service to eligible employees who render continuous service for 5 years or more. Maximum limit is Rs. 10.00 lakh.

- In terms of Accounting Standard 15 (Revised) on Employees Benefts, the following disclosure sets out the status as required:-

Note:1

Disclosure under Accounting Standard 17 - Segment Reporting

Segment Information

The Company has identified business segments as its primary segment and geographic segments as its secondary segment. Business segments are primarily Mobile & Mobile Accessories and construction of Road and Highways business. Revenues and expenses directly attributable to segments are reported under each reportable segment. Expenses which are not directly identifiable to each reportable segment have been allocated on the basis of associated revenues of the segment and manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed as unallocable expenses. Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. All other assets and liabilities are disclosed as unallocable. Fixed Assets that are used interchangeably amongst segments are not allocated to primary and secondary segments.

Note:2

Disclosure under Accounting Standard 7 - Construction Contract

The company follows the "percentage of Completion method" of accounting for all contracts in accordance with "Accounting Standard - 7" - "Accounting for Construction Contract" issued by the Institute of Chartered Accountants of India. The revenue from the execution of contracts is recognised proportionately with the degree of completion achieved under each contracts, matching revenue with expenses incurred and after considering the total contracts value and associated costs.

1. Nature of Operations

The Company is primarily engaged in the trading of Mobile handset and mobile accessories and construction of road and highways business etc.

2. Segment Information

Primary segments: Business Segments

The Company is engaged in the Telecommunications –Mobiles business and Information Technology business and Contractor business. Telecommunications–Mobiles segment represents the business of trading of mobile handsets and Information Technology business represents the business of trading, installation/erection and networking of computer hardware including maintenance and servicing thereof and Contractor business represent construction of road, highways etc..

Secondary Segments: Geographical Segment

The analysis of geographical segment is based on geographical location of the customers.

3) Contingent Liability

Contingent liabilities are not provided for and are disclosed by way of notes:

Other Contingent Liabilities

(i) Sales Tax case pending for 1999-2000 involving demand of Rs. 69979/-

(ii) Sales tax case pending for 2000-2001 involving demand of Rs. 168484/-

(iii) Sales tax case pending for 2001-2002 involving demand of Rs. 224568/-

(iv) Sales Tax case pending for 2007-2008 involving demand of Rs. 6118/-

(v) Sales Tax case pending for 2008-2009 involving demand of Rs.7683242/-

(vi) Sales Tax case pending for 2006-2007 involving demand of Rs.1631864/-

4. Related parties :

Discloser as required by the accounting standard-18 "Related party Disclosures" are as given below (As certified by the management)

List of Related Parties (As certified by the Management)

Relation Name of the related party

Ultimate Holding Company : No

Holding Company : No

Fellow Subsidiary : No

Individual/Enterprises having significant influence over the Company

: Jaisalmer Estates Private Limited

Param Exports and Construction Private Limited

Key Management Personnel (KMP) : Ashok Gupta (Director), Renu Gupta (Director)

Enterprises over which individuals having significant influence over the Company is able to exercise significant influence

: Jaisalmer Estates Private Limited

Param Exports and Construction Private Limited

5. Accounting for Amalgamation

(i) During the year, a Company M/s A. Design and Details (Interiors & Infrastructure) Private Limited, M/s Mach Communications Private Limited ,M/s Mo-life Communication (India) private Limited , M/s Mo-Life Retails Private Limited , M/s Pacific (I) net support Private Limited ,M/s Radical Softnet Private Limited and M/s Telemart Communication (India) private Limited ( i.e. called transferor companies) was merged with M/s Optiemus Infracom Limited(Transferee Company) as per the scheme of Amalgamation approved by the Hon'ble High court at New Delhi

(ii) Certificate copy of the order of Hon'ble High court at New Delhi was filed on dated 09/03/2011 with the Registrar of Companies, NCT of Delhi and Haryana by erstwhile transferor company and Transferee Company.

(iii) Pursuant to the scheme of amalgamation, the Transferee company has been allotted 63743841 equity shares fully paid up of Rs 10/- each to equity shareholders of the transferor companies.

(iv) As per clause 3.18 of part-II of the scheme of amalgamation, the business carried on by the transferor company from the appointed date till the effective date is carried on for and on behalf of the transferee company and all profits accruing to the transferor companies are profits of the transferee company . therefore, the profits of the transferor companies from 1st April'2010 to 31st March'2011 are reflected in the profit & loss a/c of the transferee company .Various items of income and expenditure of the company include corresponding figures of erstwhile transferor companies. The corresponding figures of assets and liabilities of the transferor companies as on 31st march'2011 have merged with the assets and liabilities of the transferee company.

(v) Pursuant to the scheme of amalgamation as approved, the transferee company has taken over the entire business of erstwhile transferor companies including all assets, liabilities obligations etc. And the same has been given effect to in the accounts subject to and read with clause (iv) above , on a pooling of interest basis as prescribed by Accounting Standard (AS-14) issued by the Institute of Chartered Accountants of India. In view of this , the figures for the current year represent the operations of the company including the operations of erstwhile transferor company whereas the figures of the previous year represent figures relating to the operations of the transferee company only. To this extent the figures for the current year are not comparable with the figures of the previous year

6. Conversion of Fully Convertible warrants

The Board of directors on 18th December 2010 converted 18320050 fully convertible warrants into same nos. of equity shares of the company on preferential basis to the persons belonging to non- promoters group.

7. Previous period comparatives

i) Previous period's figures have been regrouped where necessary to conform to current period's classification.

ii) The figures for the current year represent the operations of the company including the operations of erstwhile transferor companies whereas the figures of the previous year represent figures relating to the operations of the transferee company only. To this extent the figures for the current year are not comparable with the figures of the previous year

iii) Schedule A to U from an integral part of the Balance sheet as at 31st March 2011 and the profit and loss account for the year ended 31st March 2011

iv) Part IV of schedule VI of the Companies Act, 1956 is attached herewith.

1. Nature of Operations

The Company is primarily engaged in the trading of Mobile handset and mobile accessories and construction of road and highways business etc.

2. Segment Information

Primary segments: Business Segments

The Company is engaged in the Telecommunications - Mobiles business and Information Technology business and Contractor business. Telecommunications-Mobiles segment represents the business of trading of mobile handsets and Information Technology business represents the business of trading, installation/erection and networking of computer hardware including maintenance and servicing thereof and Contractor business represent construction of road, highways etc..

Secondary Segments: Geographical Segment

The analysis of geographical segment is based on geographical location of the customers.

3. Contingent Liability

Contingent liabilities are not provided for and are disclosed by way of notes:

Other Contingent Liabilities

(i) Sales Tax case pending for 1999-2000 involving demand of Rs. 669979/-

(ii) Sales tax case pending for 2000-2001 involving demand of Rs. 168484/-

(iii) Sales tax case pending for 2001-2002 involving demand of Rs. 224568/-

(iv) Sales Tax case pending for 2007-2008 involving demand of Rs. 6118/-

(v) Sale Tax case pending for 2008-2009 involving demand of Rs 7683242/-

(vi) Sale Tax case pending for 2009-2010 involving demand of Rs 525145/-

4. Segment information

The following table presents segment revenues, results, assets and liabilities in accordance with AS-17

5. Accounting for Amalgamation

(i) During the year, a company M/s A. Design and Details (Interiors & Infrastructure) Private Limited, M/s Mach Communications Private Limited ,M/s Mo-life Communication (India) private Limited , M/s Mo-Life Retails Private Limited , M/s Pacific (I) net support Private Limited ,M/s Redical Softnet Private Limited and M/s Telemart Communication (India) private Limited ( i.e. called transferor companies) was merged with M/s Akanksha Cellular limited (Transferee Company) as per the scheme of Amalgamation approved by the Honble High court at New Delhi

(ii) Certificate copy of the order of Honble High court at New Delhi was filed on dated 10/03/2011 with the registrar of companies, NCT of Delhi and Haryana by erstwhile transferor company and Transferee Company.

(iii) Pursuant to the scheme of amalgamation, the Transferee Company has agreed to allot 63743841 equity shares fully paid up of Rs 10/- each to equity shareholders of the transferor companies.

(iv) As per clause 3.18 of part-II of the scheme of amalgamation, the business carried on by the transferor company from the appointed date til the effective date is carried on for and on behalf of the transferee company and all profits accruing to the transferor companies are profits of the transferee company . therefore, the profits of the transferor companies from 1st April2009 to 31st March2010 are reflected in the profit & loss a/c of the transferee company .Various items of income and expenditure of the company include corresponding figures of erstwhile transferor companies. The corresponding figures of assets and liabilities of the transferor companies as on 31st march2010 have merged with the assets and liabilities of the transferee company.

(v) Pursuant to the scheme of amalgamation as approved , the transferee company has taken over the entire business of erstwhile transferor companies including all assets, liabilities obligations etc. And the same has been given effect to in the accounts subject to and read with clause (iv) above , on a pooling of interest basis as prescribed by Accounting Standard (AS-14) issued by the institute of chartered accountants of India. In view of this , the figures for the current year represent the operations of the company including the operations of erstwhile transferor company whereas the figures of the previous year represent figures relating to the operations of the transferee company only. To this extent the figures for the current year are not comparable with the figures of the previous year

6. Previous period comparatives

i) Previous periods figures have been regrouped where necessary to conform to current periods classification.

ii) The figures for the current year represent the operations of the company including the operations of erstwhile transferor companies whereas the figures of the previous year represent figures relating to the operations of the transferee company only. To this extent the figures for the current year are not comparable with the figures of the previous year.

iii) Schedule A to U from an integral part of the Balance sheet as at 31st March 2010 and the profit and loss account for the year ended 31st March 2010.

iv) Part IV of schedule VI of the Companies Act, 1956 is attached herewith.