‘OPPO Mobiles India Private Limited CIN:-U74140HR2013PTCO69892 Balance Sheet as on 31st March 2018 (All amounts in indian Rupees Million unless otherwise stated) Notes] Axon 31 March ] Ason31 March | Avon T Apr 2018 2017 2016 Assets [Non-current assets [Property plant and equipment 3 3,995.35 2,896.13 m3 [capital work-in-progress 3 1,519.80 : : intangible asets 3 10.88 644 3.49 investments 4 0.10 : - Financial assets Loans 50 1BL66 107.77 4764 Other financial assets 5@ 3,805.41 8,936.94 139 Deferred tax assets (net) 21 3245.20 1,482.75 1,281.20 Jother non-current assets 7 56.58 : 1376499 13,430.03 1305.14 current assets laventories 6 10,518.40 12,593.21 984.26 Financial assets Trade receivables 5(@) 16,060.48 6271.91 1,568.18 (Cash and cash equivalents 50) 10,7701 1,847.78 2266.12 (Other bank balances 50 2,999.99 1,000.00 : Loans 5@) 1925 - : Others aC) 33101 1051 295 lother current assots 7 5,038.91 6,760.68 360.97 5.738.958, 75,484.09, 3302.48 Total 38,508.94 ERIE 6587.65, Equity and ia Equity Eouty share capital 8 295.04 295.04 295.04 lother equity Retained eamings 28431 2,875.19) Irotal Equity | {358938 — 300.13] INon-curren Financial liabilities Borrowings 9) 6,997.26 6,996.18 “ Provisions 10 $6.39 9.75 25.80 [Other non-current Fabilities u 1.30 : : TBSIS THOSE S07 [current tabilities Financial liabilities ‘Trade payables 90) 37,526.47 36,498.75 8,778.83 Other financial liabilities 20) 382.70 581.15 282.29 lother current liabilities " 100.08 sat 371.10 Provisions 10 5.25 2.86 9.75 otal abilities 350149 Sig97.47 IAAI. 98 Total $8,503.94 aga 6587.63 ‘Summary of significant accounting policies 2 The accompanying notes are an Integral part of the financial statements. As per our report of even date For Rajan Malik & Co. Place : NOIDA, Date: 30.S70l0/® For and on behalf of the Board of Directors of ‘OPPO Mobiles India Private Limited & ae wen Vive ‘ning Sigh Mali Director) :-00737021) (Managing Director) (DIN-07218241) deh (CFO, Director) (DIN:-07514988) Place : Gurugram Cate:‘OPPO Mobiles India Private Limited CIN:-U74140HR2013PTC069892 Statement of profit and loss for the year ended as on 31 march 2018 (All amounts in Indian Rupees Million unless otherwise stated) ; For the year ended | For the year ended [Particulars Notes as on 31 march 2018 | as on 31 march 2017 Income Revenue from operations 2 119,943.07 80,508.10 Other income B 286.75 1,879.58, ‘Total Income Total(A) T0.279.82 2,397.65 Expenses Cost of raw material and components consumed 4 1,02,030.19, 6,944.59 Purchase of stock in trade Is 878.36 72,445.50 (ncrease/dscreas in inventories of finished goods, work-in-progress is and traded goods 4007.13 65,695.82) Employee benefit expenses " 1,242.52 470.74 Finance costs is 212.76 112.90 Depreciation and amortisation expenses 19 382.32 14499 Other expenses 20 16778001 8,591.58 Total(B) 125,571.28 83,014.49 Profit before tax (as) aaa asa trax expenses Current ta * 029 ~~ Deferred tax (income)/expense 21 (1,763.35)} (207.23)| (1,763.35) 206.99) Profit for the year G378.10)| 19.86) Other Comprehensive Income Other comprehensive income not 1 be reclassified to profit or loss in subsequent periods ~ Resneasurement losses of defined benefit plan 259) leat = Income tax relating to this item 21 (5.68)| Other Comprehensive income for the year (net of tax) 1073 Total Comprehensive income for the year (net of tax) 09.13) [Barmings per equity share t Iba 21.28)! (1423) bitutea (2: (14.23) ‘Summary of significant accounting policies z ‘The accompanying notes are an integral part of the financial statements, {As per our report of even date For Rajan Malik & Co, ambership No.:-08580) »\ Place : NOIDA Date: By. S.ao/B For and on behalf of the Board of Directors of OPPO Mobiles India Private Limited Bs _ A Vek Yi Wang der Singh Malik {Managing Direc) {Dincton (DIN:-07218241) fae, Zid Div Gaurav (CFO, Director) (Chmpany Seer (DIN:-075 14988) Fe Wee} Place : Gurugram Date:awa. HOES 0S sa sumifaung : 9044) ‘VGION : 281d (sx6r1sv0-NID (gowon ‘Og9) pony] aves sipaL EGON OddO “0 7 NEWN wef 20 430 sovautg Jo prbog a 3031899 UO pue Jog sep uano Jo vods1 mo 9d Sy swowores our 2x9 Jo und yesdqu] ue am sjou Suedwona® a, z ‘solajod Supunoace mays 0 Keung [roma st E FLED WPAN] Kruse) | lcrsus‘e) aa 04) 209 smoouy axtsusypsdine 1604 lor lea 18a a 4 au00U aasoayssdw09 3470) lores | larss'o resco) : lucrac's) ieee FE TereeO L102 WN s1'600) | e1'609) ava a9) 305 toouy auysuaqaadws 104 ma a 30) atu090} aaIsUDYaIdN09 JN B36 249 40} woud [E04 groz md 13t sV| 1su8'D) rox sasasoa younsoauy 10b9~ IOLAL duu paurmey, suet THO (a) FOSS, OSE Sure BUD] - F THAD SE RESO SST PPV ose jorsex sour Budo TOE PRN TEU SY TET TO Tay avs THe) Pain aaa HR WOT‘OPPO Mobiles India Private Limited CIN:-U74140H1R2013PTC069892 Cash Flow Statement for the year ended 31st March 2018, (All figures in INR, except share and share data, unless otherwise stated) Particulars Year ended Year ended 31.03.2018 31.03.2017 [Cash flow from operating activites Profit before tax 34189) (2631) -Deprecation/amortzation 382.32 144.99 -Interest Income (186.40) 61793) Interest Expenses 212.12 104.90 Disposal of fixed assets 283 2 ~ Bad Debis : : “Tax forthe Earlier Years 2 029) ‘Operating profit before working capital changes CRAIKAD 35.13 Movements in working eapital Increase/(decrease) in trade payables 21,027.72 2771991 -Increasel(decrease in other non-cutrent lability 150 : -Increase/(deerease) in other current financial liabilities 198.48) 298.86 “Increase(decrease) in ther eurren ibility 4.3) 344.29 -Increaso(decrease) in non-current provisions 494 036 -lnrease/(decrease) in current provisions 238 (638) -Desrease/(increas) in trade receivables (0,788.57) 4,703.73) -Desrease/(inerease) in inventories 2,074.81 (11,608:95) -Desrease{inerease) in non eurent financial loans (23.89) 3] Decrease increase) in current financial loans (19.25) sn -Decreaseinerease) in other Non-current assets (56.58) - -Decrease/inerease) in other curent assets 1,958.81 66,199.79) [Net eash flow from/(used in) operating activities (A) 9,382.48 478133, Cash flows from investing activities -Purchase of fixed assets, including intangible assets 3.24575) e780) Fixed Deposit Matured/(Made) 2811.05, 6502.3) -Interest Income 186.40 43.71 [Net eash flow from/(used in) investing activities (B) 248.30) 0,391.47) ‘Cash flow from financing activities -Interest Expenses 1.08) 6.59) Issue of Debentures " 6.99618 [Net eash flow fromv/(used in) in financing activities (C) Gi.) 6,990.60 Net inerease/(decrease) in eash and cash equivalents (A.+ B+C) 5905.13, 78046 Cas and eash equivalents atthe bepinning ofthe year 1,847.78 1,067.32 Cash and cash equivalents atthe end ofthe year 10,770.91 1847-78 Components of cash and cash equivalents Cash on hand 2.00 002 -With banks in curentaceount 5437.05 1,847.76 -Fixed deposit with original maturity less thon 3 months 5331.87 : “Total cash and cash equivalents 10,770.91 Tes 1) Figures in brackets indicate eash outllow 2) The above Cash flow statement has been prepared under the Indirect method set out in Ind AS-7 Statement of Cash Flow’ notified under the Companies (Indian Accounting Standard) Rules, 2015. ‘Summary of significant accounting policies-1 [Notes to the Accounts attached vide our report of even date annexed As per our report of even date For Rajan Malik & Co, Place :NOIDA Date: 3015-4018 For and on behalf of the Board of Directors of| OPPO Mobiles India Private Limited Yi Wang Be WA Singh Maik _Dinecion) (Wanaging Director) (DJN:-07218241) LiBinpdhong (CFO, Director) Place » Gurgaon DateOPPO Mobiles India Private Limited CIN: -U74140HR2013PTCO69892 NOTES FORMING PART OF THE FINANCIAL STATEMENTS 1) CORPORATE INFORMATION OPPO Mobiles India Private Limited (the ‘Company ‘) is engaged in manufacturing and trading of mobile phones, storage devices and other wireless telecommunication devices. The Company is a Private Limited company domiciled in India and is incorporated under the provisions of Companies Act applicable in India, The registered office and principle office of the Company Is located in Gurgaon, Haryana The Company has manufacturing facilities in Noida. The company is listed in Bombay Stock exchange for its unsecured redeemable non-convertible debenture issued on private placement basis. Company is establishing two new manufacturing facilities in Greater Noida, Uttar Pradesh. Compliance with Ind AS The standalone financial statements of the Company have teen prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time. For all periods up to and including the year ended 31 March 20:8, the, Company has prepared its financial statements in accordance accounting standards notified under Ccmpanies (Accounting Standard) Rules, 2006 as amended, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Previous GAAP), These financial statements for the year ended 31 March 2018 are the first financial statements of the Company under Ind AS. Reconciliations and descriptions of the effect of the transition has been summarised in Note 34, 2.1) SIGNIFICANT ACCOUNTING POLICIES {a) Current Vs Non-current classification ‘The Company presents assets and liabilities in the balance sheet based on current/ non-current classification. ‘An asset is treated as current when it is: Expected to be realised or intended to be sold or consumed in neutral operating cycle Held primarily for the purpose of trading Expected to be realised within twelve months after the reporting period, or Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period All other assets are classified as non-current. liability is current when: * Its expected to be settled in normal operating cycle + Itis held primarily for the purpose of trading. © Itis due to be settled within twelve months after the reporting period, or © There is no unconditional right to defer the settlement o° the liability for at least twelve months alter the reporting period The Company classifies all other liabilities as non-current. Deferred tax assets and. liabilities are classified as non-current assets and liabilities ‘The operating cycle is the time between the acquisition of assets for processing and their realisation in cash ‘and cash equivalents. The Company has identified twelve months as its operating cycle,OPPO Mobiles India Private Limited CIN: -U74140HR2013PTCO69892 NOTES FORMING PART OF THE FINANCIAL STATEMENTS (b) Property, plant and equipment On transition to Ind AS, the Company has elected to continue with the carrying value of all ofits property, plant and equipment recognised as at 1 April 2016 measured as per the previous GAAP and use that carrying value as the deemed cost of the property, plant and equipment Property, plant and equipment are stated at historical cost less accumulated depreciation and impairment losses if any. Cost directly attributable to acquisition are capitalised until the property, plant and equipment are ready for use, as intended by the management. Subsequent costs are capitalised on the carrying amount or reccgnised as a separate asset. as appropriate, only when future economic benefits associated with the item are probable to flow to the Company and cost of the item can be measured reliably, When significant parts of croperty, plant and equipment are required to be replaced in regular intervals, the Company recognises such parts as separate component of assets. All repair and maintenance are charged to statement of profit and loss during the reporting period in which they are incurred. ‘The present value of the expected cost for the decommissioning of the asset after its use is included in the cost of the respective asset if the recognition criteria for a provision are met. The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds anc the carrying amount of the asset and is recognised in the statement of profit and loss on the date of disposal or retirement. Depreciation on property, plant and equipment is provided on a written down value basis over the estimated Useful lives of the assets as below: Assets _ Useful Lives Office Equipment 5 Years Furniture and fixtures 10 Years Vehicles 8 Years Computer and Components 3 Years Plant and Machinery 15 Years Leasehold Improvements are amortized over the lease term or IO years whichever is less. When significant parts of plant and equipment are required to be replaced at intervals, the Company depreciates them separately based on their specific useful lives. The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate. Advances paid towards the acquisition of property, plant and equipment outstanding at each balance sheet is classified as capital advances under the non-current assets and the cost of assets not put to use before such date are disclosed under ‘Capital work in progress’OPPO Mobiles India Private Limited CIN: -U74140HR2013PTCO69892 NOTES FORMING PART OF THE FINANCIAL STATEMENTS {c) Intangible assets On transition to Ind AS, the Company has elected to continue with the carrying value of its intangible asset recognised as at 1 April 2016 measured as per the previous GAAP and use that carrying value as the deemed cost of the intangible asset. Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment losses, if any. Internally generated intangible assets, excluding capitalized development costs, are not capitalized and expenditure is reflected in the statement of profit and loss in the year in which the expenditure is incurred. The useful lives of intangible assets are assessed as finite as stated below and the assets are amortised over their useful lives and assessed for impairment whenever there is an indication that an intangible asset may be impaired. Assets _ Useful Lives Computer software over license period subject to maximum limit of 3 years The amortization period and the amortization method are reviewed at least at each financial year end. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets is recognised in the statement of profit and loss unless such expenditure forms part of carrying value of another asset. Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when the asset is derecognized. (d) Leases The determination of whether an arrangement is (or containsi a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement. Group as a lessee A lease that transfers substantially all the risks and rewards incidental to ownership to the Company is classified as a finance lease. All other leases are classified as opereting leases, Payments made under operating leases are charged to statement of profit and loss on a straight-line basis over the period of the lease unless the payments are structured to increase in line with expected general inflation to compensate for the lessor’s expected inflationary cost increases. {e) Impairment of non-financial assets The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's fair value less costs of disposal and its value in use, Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.OPPO Mobiles India Private Limited CIN: -U74140HR2013PTC069892 NOTES FORMING PART OF THE FINANCIAL STATEMENTS In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators. ‘The Company bases its impairment calculation on detailed budgets and forecast calculations. These budgets and forecast calculations generally cover a period of five years. For longer periods, a long-term growth rate is calculated and applied to project future cash flows after the fifth year. To estimate cash flow projections beyond periods covered by the most recent budgets/forecasts, the Company extrapolates cash flow projections in the budget using a steady or declining growth rate for subsequent years, unless an increasing rate can be justified. In any case, this growth rate does not exceed the long-term average growth rate for the products, industries, or country or countries in which the entity operates, or for the market in which the asset is used. Impairment losses, including impairment on inventories, are recognised in the statement of profit and loss. (f) Financial instruments A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets Initial recognition and measurement All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset. Subsequent measurement For purposes of subsequent measurement, financial assets are classified in four categories: ‘© Debt instruments at amortised cost ‘© Debt instruments at fair value through other comprehensive income (FVTOCI) © Debt instruments, derivatives and equity instruments at fair value through profit or loss (FVTPL) Equity instruments measured at fair value through other comprehensive income (FVTOCI Debt instruments at amortised cost A ‘debt instrument’ is measured at the amortised cost if both the following conditions are met: © The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and * Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPP!) on the principal amount outstanding, This category Is most applicable to the Company. Alter initial measurement, such financial assets are subsequently measured at amortised cost using the Effective Interest Rate ("EIR") method. Amortised cost is calculated by taking into account any discount o premium on acquisition and fees or costs that are an integral part of the EIR, The EIR amortisation is included in finance inecme in the statement of profit and loss. The losses arising from impairment are recognised in the statement of profit and loss. This category generally applies to trade and other receivables,OPPO Mobiles India Private Limited CIN: -U74140HR2013PTC069892 NOTES FORMING PART OF THE FINANCIAL STATEMENTS Debt instrument at FTPL FVTPLis a residual category for debt instruments. Any debt instrument, which does not meet the criteria for categorization as at amortized cost or as FVTOCI, is classified as a: FVTPL. In addition, the Company may elect to designate a debt instrument, which otherwise meets amortized cost or FVTOCI criteria, as at FVTPL. However, such election is considered only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as ‘accounting mismatch’) Debt instruments included within the FVTPL category are measured at fair value with all changes recognized in the statement of profit and loss. This category is applicable to investments in mutual funds, Debt instrument at FVTOCI A ‘debt instrument’ is classified as at the FVTOC! if both of the following criteria are met: * The objective of the business model is achieved both by zollecting contractual cash flows and selling the financial assets, and + The asset’s contractual cash flows represent SPP! Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognized in the other comprehensive income (OCI). However, the Company recognizes interest income, impairment losses & reversals and foreign exchange gain of loss in the statement of profit and loss. On derecognition of the asset, cumulative gain or loss previously recognised in OCLs rectassified from the equity to statement of profit and loss iP&L). Interest earned whilst holding FVTOCI debt instrument is reported as interest income using the Elk method, Equity investments All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading are classified as at FVTPL. For all other equity instruments, the Company may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The Company makes such election on an instrument-by instrument basis. The classif cation is made on initial recognition and is irrevocable. If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to statement of profit and loss, even on sale of investment, However, the Company may transfer the cumulative gain or loss within equity. Equity instruments included within the FVTPL category are measured at fair value. All changes in fair value including dividend are recognized in the statement of profit and loss. De-recognition A financial asset is de-recognised only when ‘The rights to receive cash flows from the asset have expied, or ‘© Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through ‘arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. When the Company has transferred its rights to receive cash flows from an asset ‘or has entered into a pass- through arrangement it evaluates if and to what extent it has retained the risks and rewards of ownership.OPPO Mobiles India Private Limited CIN: -U74140HR2013PTCO69892 NOTES FORMING PART OF THE FINANCIAL STATEMENTS When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of the Company's continuing involvement. In that case, the Company also recognises an associated liability, The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained. Continuing involvement that takes the form ofa guarantee over tre transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay. Financial liabilities Initial recognition and measurement Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings or payables, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Company's financial liabilities include trade and other payebles, loans and borrowings including bank overdrafts, financial guarantee contracts and derivative financial nstruments. ‘Subsequent measurement ‘The measurement of financial liabilities depends on their classification, as described below: Financial liabilities affair value through profit or loss Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as defined by Ind AS 109. Gains or losses on liabilities held for trading are recognised in the statement of pro and loss. Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only ifthe criteria in Ind 4S 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/ losses are not subsequently transferred to statement of profit and loss. However, the Company may transfer the cumulative gain or loss within equity. All other changes in fai- value of such liability are recognised in the statement of profit and loss. Loans and Borrowings After initial recognition, interest bearing loans and borrowings are subsequently measured at amortised cost using the EIR. Gains and losses are recognised in statement of profit and loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fee or costs that are an integral part of the ER. The EIR amortisation is included in finance costs in the statement of profit, and loss.OPPO Mobiles india Private Limited CIN: -U74140HR2013PTCO69892 NOTES FORMING PART OF THE FINANCIAL STATEMENTS Financial guarantee contracts Financial guarantee contracts issued by the Company are those contracts that require a payment to be made to reimburse the holder for @ loss it. incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognised initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher cf the amount of loss allowance determined as per impairment requirements of ind AS 109 and the amount recognised less cumulative amortisation, De-recognition A financial liability’ is derecognised when the obligation under the liability is discharged or cancelled or expires when an existing financial liability is replaced by another from the same lender on substantially different terms, the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recogniticn of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit and loss. Reclassification of financial assets ‘The Company determines classification of financial assets and liabilities on initial recognition. After initial recognition, no reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a change in the business model for managing those assets. If the Company reclassifies financial assets, it applies the reclassification prospectively from the reclassification date which is the first day of the immediately next reporting period following the change in business model. The Company does not restate any previously recognised gains, losses (including impairment gains or losses) or interest Offsetting financial instruments Financial asset and financial liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. {(g) Derivative financial instrument The Company uses derivative financial instruments i.e., forward and futures currency contracts to hedge its foreign currency risks. Such derivative financial instruments are initially recognised at fair value on the date ‘on which a derivative contract is entered into and are subsequently re-measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is, negative. Any gains or losses arising from changes in the fair value of derivatives are taken directly to statement of profit and loss. The Company has not applied hedge accounting. (h) Fair value Measurement The Company measures its financial instruments such as derivative at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either: In the principal market for the asset or liability, or In the absence of a principal market, in the most advantageous market for the asset or lability ‘The principal or the most advantageous market must be accessible by the Company.OPPO Mobiles India Private Limited CIN: -U74140HR2013PTC069892 NOTES FORMING PART OF THE FINANCIAL STATEMENTS A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use cr by selling it to another market participant that would use the asset in its highest and best use. ‘The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs. Allassets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole: Level 1- Quoted (Unadjusted) marked prices in the active markets for identical assets or liabilities Level 2 - Valuation techniques for which the lowest level input tha: is significant to the fair value measurement. is directly or indirectly observable Level 3 - Valuation techniques for which the lowest level input tha: is significant to the fair value measurement. is unobservable. For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in tie hierarchy by re -assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. At each reporting date, the management analyses the movements in the values of assets and liabilities which are required to be re measured or reassessed as per the Company's accounting policies. For this analysis, the ‘management or its expert verifies the major inputs applied in the latest valuation by agreeing the information in the valuation computation to contracts and other relevant documents Inventories Inventories are valued at the lower of cost and net realisable valve. Costs incurred in bringing each product to its present location and condition are accounted for as follows: + Raw materials 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 weighted average basis. ‘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 deter-mined on weighted average basis. ‘+ 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 off completion and the estimated costs necessary to make the sale. (i) Revenue recognition Revenue is recognized to the extent that it is probable that the 2conomic benefits will low to the Company and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognized,OPPO Mobiles India Private Limited CIN: -U74140HR2013PTC069892 NOTES FORMING PART OF THE FINANCIAL STATEMENTS Sale of Goods Revenue from sale of goods is recognized when the significant risk and rewards of ownership of the goods have been passed to the buyer which generally coincides with delivery of goods, as per the contractual terms with customers. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and is incluswe of excise duty and not of returns and allowances, trade discount, volume rebates and value added taxes. The Company has concluded that itis the principal in al of its revenue arrangements since itis the primary obligor in all the revenue arrangements as it has pricing latitude and is also exposed to inventory and credit risks. ‘The Company accounts for volume discount for pricing incentives to customers as a reduction of revenue based on estimate of applicable discount/ incentives. Interest For all debt instruments measured either at amortised cost or at fair value through other comprehensive income, interest income is recorded using the EIR. EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset of to the amortised cost of a financial liability. When calculating the effective interest rate, the Company estimates the expected cash flows by considering all the contractual terms of the financial instrument but does not consider the expected credit losses. Interest income is included in finance income in the statement of profit and loss. (k) Foreign currencies * Functional and presentation currency :-Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which it operates is. the “functional currency”. These financial statements are presented in Indian rupees, which is also the functional currency of the Company. * Transactions and balances :-Foreign currency transactions were recorded in functional currency at the exchange rates prevailing at the date of transaction. Exchange differences arising on settlement of transactions, are recognised as income or expense in the year in which they arise. At the balance sheet date, all monetary items denominated in foeign currency, are reported at the exchange rates prevailing at the balance sheet date and the resultant gain cr loss is recognised in the statement of profit, and loss, Nonmonetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction. (income taxes Current income tax Current income tax assets and liabilities are measured at the arr ount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date in India. Current income tax relating to items recognised outside statement of profit and loss is recognised either in other comprehensive income or in equity. Current tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax rectums with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. Payments of tax as per Minimum Alternative Tax (MAT) is included as part of current tax in statement of profit and loss.‘OPPO Mobiles India Private Limited CIN: -U74140HR2013PTC069892 NOTES FORMING PART OF THE FINANCIAL STATEMENTS Deferred income Tax Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and thelr carrying amounts in the financial statements as at reporting date. Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at reporting date. Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit Will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered. Deferred tax relating to items recognised outside statement of arofit and loss is recognised either in other comprehensive income or in equity. Deferred tax items are recognised in correlation to the underlying transaction either in OC! or directly in equity. Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and deferred taxes relate to the same taxable entity and the same taxation authority. (m) Retirement and other employee benefits Retirement benefit in the form of provident fund is a defined contribution scheme. The contributions to the provident fund are charged to the statement of profit and loss for the year when an employee renders the related service The Company has no obligation, other than the ccntribution payable to the provident fund ‘The Company operates an unfunded defined benefit gratuity plan for its employees. The cost of providing benefits under this plan is determined on the basis of actuarial valuation at each year end, using the projected unit credit method and charged to statement of profit and loss. Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability, are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Re-measurements are not reclassified to statement of profit and loss in subsequent periods. ‘Accumulated leave Is treated as short term employee benefit as the company has no unconditional right to defer the liability. 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. Such compensated absences are provided for based on the actuarial valuation using the projected unit credit method at year end. Actuarial gains/losses are immediately taken to the statement of profit and loss. {n) Provisions and Contingent Liabilities, Provisions Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, itis 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 amourt of the obligation. The expense relating toa provision is presented in the statement of profit and loss net of any reimbursement.OPPO Mobiles India Private Limited CIN: -U74140HR2013PTCO69892 NOTES FORMING PART OF THE FINANCIAL STATEMENTS 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 recognised as a finance cost. Contingencies A contingent liability is a possible obligation that arises from past events whose existence will be continued by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is @ liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the financial statements. (0) Earnings per share Basic EPS amounts are calculated by dividing the profit or loss for the year attributable to equity holders of the Company by the weighted average number of Equity shares outstanding during the year. Diluted EPS amounts are calculated by dividing the profit or loss attributable to equity holders of the Company (after adjusting the corresponding income/charge for dilutive potential equity shares) 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. (r) Borrowing costs Borrowing costs to the extent directly attributable to the acquis tion/construction of assets that necessarily take substantial period of time to get ready for their intended use are capitalised along with the respective property, plant and equipment up to the date such asset is ready for use. Other borrowing costs are charged to the statement of profit and loss. (5) Cash and cash equivalents Cash and cash equivalent in the balance sheet and for the purpose of statement of cash flows comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value. These do not include bank balances earmarked /restricted for specific purposes. Bank borrowings in form of cash credits are considered to be component of cash and cash equivalents for the purpose of statement of cash flows since these are repayable on demand. (t) Equity Investments (in subsidiaries, associates and joint venture) Investments in subsidiaries, associates and joint venture are carried at cost less accumulated impairment losses, if any in separate financial statements Where an indication exists impairment exists, the carrying amount of the investments is assessed and written down immediately to its recoverable amount. On disposal of investments in subsidiaries, associates and joint venture, the difference between net disposal proceeds and the carrying amounts are recognized in the statement of profit and loss, 2.2 Significant accounting estimates, assumptions and judgements The preparation of the 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 estimates and assumptions could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.lia Private Limited CIN: -U74140HR2013PTCO69892 NOTES FORMING PART OF THE FINANCIAL STATEMENTS Estimates and assumptions The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that seems have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The company based its assumptions and estimates on parameters available when the financial statements were prepared, Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur. (I) Defined benefit plans 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, fixture 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 dezermining the appropriate discount rate for plans, the management considers the interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation. The underlying bonds are further reviewed for quality. ‘Those having excessive credit spreads are excluded from the analysis of bonds on which the discount rate is based, on the basis that they do not represent high quality corporate bonds. ‘The mortality rate is based on publicly available mortality tables for India. Those mortality tables tend to change only at interval in response to demographic changes, Future salary increases and gratuity increases are based on expected fixture inflation rates for India. Further details about gratuity obligations are given in note 28. (ii) Contingencies Management judgement of contingencies is based on the internal assessments and opinion from the consultants for the possible outflow of resources, if any, ee‘pf a10u 19J9y aTBp uoREsuEN 247 FP 3809 PauIsop sw “anyEA Buku gD smolAaid sown ye siuoudinbo pue weyd “Auodosg pue siesse o}qiSUEIy SI ] sak 06 2 jo pouad 10} (VaIND) Apomny waudojeA9q FeEBSNpUT BPION :910915 wou 23H] UO pH] UayE sey Aueduoo a eX ay SUN 4 ye aunseauy oy paroaqe soy ueduio> OU, S01 0861S SESECE, resid Ser 97 L068 OSE. ‘SP ES6T stoz wad st 29 : £09687, 7 i 7 - SP'SE6T croz madly ast ore = ECILT ‘O99ST uF 6 “rl = stozidy ast 3v >POLE PN, st z ras ESE isa oer a9 3r09 19F sT0c wou TEI = > cord TSI or are 2 oT = = syesodsic, +86 f: SPTLE esece ws use os'9 se'or Ivor - 906 sy 305 983011 srs Orser S86 861 Seer Goo) wut 2 = L1Oz waEW STEW = vr sO #50 tee se0 = = syesodsic, srs Is'6e £586 ee 68EZ 09% ose = # reak mp 203 28124), - - = - - - - 2 z 9107 Wady AST 3V “uopesezdaq 06st or eist OSL aay as a vee eos Lee ‘areSeT S107 WouEWW ISIEIV = * 6L9L ero ors ‘00s oz > 5 syesodsiq, scr os'6rs‘t Ieezs't sess rol £692 ser 9008 seL6e 00's suontppy I = ESTEVE, 9086 L805 ISS ore 7605 = ‘Srse6T Lio wre ISTE E 7 Le0r ~ 190 9L0 rg “0 ~ ~ ssqesodsiq, ere. Let Suse 89 sees 086 Isos - arse suontppy oe - eclr ost oy wz ue at - - 9107 wady stay Sas apynduo)——_ssaxBoug-y ree. roampey aim juoudimbs — squowosoaduny spsy — -uoreNdey —sossyanaiue, yma waamuing MD aPHPA uO prourseaT oer soemonaed aiqiSoeur ywouodinbs pur yowd Aaadoay assy Pad © (Da SHUBIRO SSO|UN VOM SHAM UeNPUT UF SHUNOU yw) 8T0Z YBIEW TE Uo SypEpUD 4eOK arp Joy SWIDWEIERS POUEUY OF SION Z6869001dE 107 UHObTHLN--NID pow] ayeALUd EIPUT SeLGOW Oddo‘OPPO Mobiles India Private Limited CIN:-U74140R2013PTCO69892 Notes to financial statements for the year ended as on 31 March 2018 (Allamounts in Indian Rupees Million unless otherwise sted) 4 tivemmen “Axon 1 _Avon3]_ Avon 7 -March2018 March 2017 April 2016 Unquoted equity investments fully paid-up Investments in equity instruments of subsidiaries (at cost) 9999 (31 Morch 2017: Nl, 1 April 2016: Nil) Equity Share of Rs 10 each fully paid 0.10 . ‘ up of Tegna Electrons Private Limited =a ‘Aggregate value of unquoted investments i 5 inancial Assets 5 (a) Trade receivables “Aeon 31__Avon31—Ason T March 2018 March 2017 April 2016 += Considered good 1606048 626032 1,568.18, + Considered doubtful 1159 Tonos GATT 1 50R.1 Less :Provsion for trade receivables = Considered doubtful CA igs aii se Not: Amount recoverable fom related pares at on 3 march 2018 is Rs 674.13 Maas on 31 Mach 2017 STRSTR AES Rs 383.67 Ma, 5(b) Cash and cash equivatents Aeon 3__Avon31Ason T March 2018 Mavch2017_ April 2016 Balances with banks: On curent accounts 543705 1,847.76 1,066.78 Cash on hand 2.00 0.02 034 Deposits wits remaining maturity period fo less than 3 month* 5331.87 : 1,198.80 TOTTI AATF 36 : 1) Cash at banks ears interest ot floating rates based on dsily bank deposit rates. Short-term deposits are made for varying periods of between one day and three months, depending on the iemediate cash requirements ofthe Company, and ear interest at he respective shortens deposit rates, 2) Above mentioned deposits includes fixed depait for Rs 2331.61 lion marked with bank guarantees issued for varius purpose nd avaiable for honour ‘within 3 mond from reporting date, 5(@) Other bank balances ‘Avon 31 Ason31Ason 7 March 2018 March 2017_ Ape! 2016 Deposits with orginal maturity for more than three months but less than twelve months # 2,999.99 1,000.00 259991000100 z S(@) Loans Non Curren: Current ‘Avon 31 Ason 3! Avon TApAT Avon 31 Ason 31 Avon T March 2018 March 20172016 March 2018 Mareh 2017 April 2016 Unsecured, considered good, unless otherwise stated Security deposits 131.66 10177 4184 19.25 a a aaa re aOPPO Mobites India Private Limited CIN:-U7414011R2013PT069892 Notes to financial statements for the year ended as on 31 March 2018 (Allamounts in Indian Rupees Million unless otherwise stated) 5(@) Other Financial Assets Non Curreat Current ‘Ason 31 Ason 31 Ason TApal Avon 31 Ason 31 Avon T March 2018 March2017___2016 March 2018 Mareh2017__Apri!2016 Bank Deposits with original maturity of more than hk 3,610.60 8,762.72 159 : : - Interest accrued on bank deposits 19481 i420 : 331.01 ost 295 Total Sasa as a et ss, __ ss 4 Above mentioned deposits includes fixed deposit with Ten marked wilh bank guaran ees Roued Tr verious DUNpOSe 6 Inventories (at lower of cost or net ealisable value) ‘Avon 31 Ason31_Ason 7 March 2018 March2017_April 2016 Raw materials and Spares 788545 $913.13, 3347 Work-in-progress 732.66 484.75, : Finished goods Mobile handset LS7L77 619832 309.77 “Traded goods “Mobile handset : ¥ 614.53 Accessories : = 2649 Otters 328.52 ~ . Total 7 Sou 9e 7 Other Current Assets Non-Curreat Current ‘Avon 31 Ason31__Ason TAprT Avon 31 Ason31 Avon 7 March2018 March 20172016, March 2018 _Mareh2017__April2016 Unsecured, considered good, unless otherwise stated Loan and advances to related parties Capital edvances # = : : 1,166.57 “ a Loan and advances to others - : : Capital advances : : . sm.69 1,302.22 x Balance with statutory’ government authorities . : - “Income tax refunds - - . 604 © 2 Value added taxes - ‘ : 15.08 15.13 281 Advances tx inluding tx deducted at source . ~ : 10449 60.43 215 Service tax : * . 3435 s Goods and service tax . = - 2,492.47 = : Prepaid expenses 2 : : 187.46 36.50 10.50 Prepaid rent (amortization of security deposit) 56.58 “ . jor : : Unutilised market materials - : « = 19180 217.73 ‘Advances to vendors S 2 2 435.77 490397 11s1 56.58 = : 484508 65440—348.69 Unsecured, considered doubtful Balance with statutory! goverment authorities . = Ps Custom duty recoverable : . z 21537 2162821628, ‘ _ e 21.34 - - z = ; 19383 21628-21628 Total eRe = S060 ST ‘#Note:- Advances to Tepna Electrons Private Limited a subsidiary company towards lanl purchase, sub Tease oprosrient of land is yet be exeeuleds‘OPPO Mobiles India Private Limited CIN:-U7414011R2013P TC069892 Notes to financial statements forthe year ended as on 31 March 2018 (All amounts in Indian Rupees Milion unless otherwise slated) 8 Share capital Wot Aon3t Avon 7 March 2018 Moreh 2017_April 2016 Authorised shares ‘50000000 31 March 2017 ; $0000000, 1 April 2016 : 50000000) equity shares of Rs 10/- each 50090 S000 500.00 Issued, subscribed and fully paid-up shares 29803847 (31 March 2017 : 29503547 1 April 2016 : 29503547) equity shares of Rs. 1G cach 29504 295.04 295.08 Total issued, subscribed and fully paid-up share capital aE (2) Reconciiation ofthe shares outstanding atthe beginning and atthe end of the reporting period Equity shares eiSares ‘Amount ‘31 March 31March~31March 31 March 2018 2017 2018 2017 ithe beginning ofthe year ZDS03S47 —95,03,547 Tse 29508 Issued during the year - : : ‘Outstanding at the end of the year 2.95.03.547 _2,95.03.547 298.04 295.04 (b) Terma rights attached to equity shares The Company has only one clas of equity shares having a par value of Rs. 10 per share. ach holder of equity shares is entitled to one vote per share and ividends in proportion to their sharcholding. In the event of liquidation of the Company, the holders of equity shares willbe entitled to receive residual assets ofthe Company after distribution ofall preferential amounts. The distribution willbe in proportion to the number of equity shares held by the shareholders, (4) Details of shareholders holding more than $% shares in the Company: Particulars ‘No. of Shares ahaiting in he cass SI March 31 March Bi March 31 March Apri 2018 aor Aprit2016 01g 2017 2016 Equity Shares of Rs 10 each fully paid Mis Glory Concept International Limited, Hong Kong 29493,587 _2.94,93,547 _2,94,93,547, 99.97% 99.97% 99.97% ‘As per records ofthe Company, including its register of shareholders! members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents legal ownerships of shares (¢) Holding Co. M/S Glory Concept International Limited i registered in Hong Kong, holding 99.97% Equity Share of the company. 9 Winancial Lia 9 (a) Long term Borrowings Nomeu-rent Current ‘Avon 31 Ason3I Avon 1 Ason 31 Ason31_Asoa T Particulars March 2018 March 2017__April2016__March 2018 March 2017_April 2016, Debentures (Unsecured) 699726 6936.18, . : - : (7.00 set unser redemable non-onverble debe Teds BAG Te vue TOTAEN Ga TAUNTS POT Be eer redemption 3h Sept 2019 (This space has been intentionally left blank)OPPO Mobiles India Private Limited CIN:-U74140HR2013PTC069892 Notes to financial statements for the year ended as on 31 March 2018 (Allamowrts in indian Rupees Milion unless otherwise sated) 9(b). Trade payables ‘Trade payables 9 (0) Other current financial Expenses payeble Payable fr eapital purchases Interest accrued but not due on borrowings 10 Provisions Provision for employee benefits Provision for gratuity Provision for lave Benefits Other provisions Lease equalisation reserve Others n ‘Advance fom customers Security Deposits Others Duties and Taxes Value added tax/Central sales tox payable Service tax Excise Duy sLevy Tax Employee State Insurance Employee Labour Fund -Employeo Provident Fund Tax deductible at source -Othor statutory liabilities (his space has been nentionally lef Blank) Noa-Cucrent ‘son 31 Avon3I_ Avon T Murch 2018_March 2017 _ April 2016 1483 6.10 8.05 1675 364 194 3a 75 TAD 2481 “ - 3a z z 36.39 375 3.80 ‘Ason 31 Asen3!_ Asn T March 2018 _Mareh 2017 _April 2016 130 ~ . 730 = = Worst eon stAvon 7 March 2018 March 2017_Apeil 2016 5752647 36498.75 8,778.83 STSIOAT SOEs A TTRAT Ason 31 Ason31 Avon T March 2018 March 2017 April 2016 28338 481834751 - - 13478 9932 99.32 2 EET __ Sons 7 Current ‘Avon 31 Ason31 Avon T March 2018 March 2017_Apeil 2016 ost 0.02 0.02 494 105 161 3s 106 a) : 1.80 212 = Ta Zit 335 2.86 9.78 ‘Ason 31 Ason3i_ Avon T March 2018 March 2017 April 2016 = 156 198,80 : : 0.22 oo 7432944 ss 37.28 0.02 : 80 = 083 oss : 232 2891135 0.04 0.03 020 824 172035 88.63 83 1843 : : 228 aaOPPO Mobiles India Private Limited Notes to financial statements for the year ended as on 31 March 2018 (All amounts in Indian Rupees Million unless otherwise stated) 12. Revenue from operations (Net of taxes and discount) Revenue From(Including excise duty): Sale of mobiles handset, accessories and spares Sale of marketing and other materials High seas sale of components of mobile phone Revenue from operations(Net) 13. Other income Interest income on fixed deposits with banks Interest income on financial assets at amortised cost ‘Net gain or loss on foreign currency transaction and translation Miscellaneous income 14 Cost of raw material and components consumed Inventory at the beginning of the year Purchase during the year Less: Inventory at the end of the year Cost of raw material and components consumed 15 Purchase of stock in trade Purchases against High Sea sales (Components of Mobile Phone) Purchase of Mobile Phones, Accessories and Spare Parts Import -Indigious Purchase of marketing material For the year ended as on 31 march 2018 For the year ended as on 31 march 2017 118,967.12 74,117.60 975.96 : : 6,390.50 T1998. 80,508.10 For the year ende on 31 march 2018 For the year ended as on 31 march 2017 52748 604.46 11.98 . (255.39) 1,270.96 2.67 415 TS75S For the year ended as on 31 march 2018, For the year ended as on 31 march 2017 3,913.15 7 88,231.61 12,857.72 7,885.45 (5,913.13) 702,030.19 6,948.59 For the year ended as ~ For the year ended as on 31 mareh 2018, on 31 march 2017, 6,326.75 . 30,287.34 z 35,831.41 878.36 : (This space has been intentionally let blank)OPPO Mobites India Private Limited ‘Notes to financial statements for the year ended as on 31 March 2018 (All amounts in Indian Rupees Million unless otherwise stated) 16 (Increase) / decrease in inventories Inventories at the end of the year Finished goods Mobile Handsets and accessories Marketing material Work in progress Inventories at the beginning of the year Finished goods Mobile Handsets and accessories Work in progress Change in inventories Less: Provision for inventory obsolescence (Increase) / decrease in inventories 17 Employee benefit expenses Salary, wages and bonus Employee contribution to employee provident fund Employee contribution to employee state insurance Gratuity, leave encashment and bonus (including incentive) Other Benefits 18 Finance costs Interest Expenses Bank charges (This space has been intentionally left blank) For the year ended as on 31 march 2018 For the year ended as Tor the year ended as on 31 march 2018 For the year ended as on 31 mareh 2017 1,900.29 6,195.32 1,571.7 6,195.32 328.52 - 732.66 484,75 6,195.32 950,79 6,195.32 950,79 484.75, 33.47 H0a7. 13 695.82) Ia For the year ended as on 31 march 2017 957.20 31404 54.05 21.73 25.55 8.54 32.67 63.54 173.05 62.90 1,242.52, F70.74 For the year ended as on 31 march 2018 on 31 march 2017 212.12 104.90 8.00 212.76 112.90)OPPO Mobiles India Private Limited ‘Notes (o financial statements for the year ended as on 31 March 2018 (All amounts in Indian Rupees Million unless otherwise stated) 19. Depreciation and amortisation expense Depreciation of property, plant and equipment Amortization of intangible assets 20 Other expenses Advertisement and marketing expenses (ineluding business promotion) As auditor: Audit fee Tax audit fee Other services (including certification fees) Bad debts Communication costs Commission Exp Director Sitting fees Loss on sale of fixed assets (Net of Disposal of fixed assets) Excise duty Insurance Legal and professional fees Office and Miscellaneous expenses Power and fuel Rent Rates and taxes Repair and maintenance Selling and distribution cost Service expenses Start up expenses Travelling and conveyance For the year ended as on 31 march 2018 372.48 9.84 ended as on 31 march 2017 93.17 51.83, For the year ended as ‘on 31 march 2018, 14,078.05 150 0.50 0.66 23.15 3.3 2.83 37787 71.43 80.31 3735 64.94 420.54 3148 269.79 308.62 678.21 15.64 m143 16,778.01 (This space has been intentionally left blank) For the year ended as on 31 march 2017 5,997.36 1.00 0.50 0.54 857 14.76 33.88 Ll 0.40 765.19 25.67 449.99 133.49 30.72 218.33 2.16 81.17 665.20 31.20 30.09 100.24 3591.58‘OPPO Mobiles India Private Limited Notes to financial statements for the year ended as on 31 March 2018, (All amounts in Indian Rupees Million unless otherwise stated) 21 Income Tax (2) The major components of income tax expense for the years ended 31 March 2018 and 31 March 2017 are: Particulars Wor theyear For the year — ended as on31 ended as on 31 march 2018 march 2017 Current income tax: ‘Adjustments in respect of current income tax of previous year - 029 Deferred tax : Relating to origination and reversal of temporary differences (1,763.35) (207.3) ‘Total tax expense on profit ofthe year (a) (1763.38), 206.94) Other comprehensive income Deferred tax relate to items recognised in other comprehensive income during in the year: + Resmeasurement losses of defined benefit plan 0.90, (5.68) ‘Total tax expense on other comprehensive income of the year (b) 0.90, 5.68) ‘Total tax expense on total comprehensive income of the year (a) + (b) Trey ae (b) Reconciliation of tax expense and the accounting profit multiplied by India's domestic tax rate For the year For the year ended as on31 ended as on 31 Particulars march 2018 march 2017, Accounting profit before tax (5341.47) (62681) Tax at statutory tax rate @ 33.06% (31 March 2017 : 33.06%) (1,766.05) (207.24) Non deductible expense for tax purpose = Disollowances ws 37 of income tax ons oat Expenses deductible in income tax llowance of expenses ws 40a(ia) - . ‘Tox pertaining to earlier years 2.36 029 Income tax expense Ey ay The tx rate used for the current year reconciliation above i the corporate tax rate of 33.06% (previous year 33.06%) payable by corporate entities in India on taxable profits under the Indian tax aw. Deferred tax related to followings Balance She Statements of Profit and Loss 31-Mar-18, 31-Mar-18 31-Mar-17 Differance in written down value of fixed assets 1732 3.63 (30) Gratuity 5.01 2.98 (636) Leave Encashment 1 502 12 Disallowance ws 40a(ia) - 3934 Others 933 G031) 4141 028 Carried forward Losses 3136.18 eae 1,689.71 173.74 Deferred tax 3.245.20 148275, 1765.35, 207.23 22, Earnings per share (EPS) ‘The following reflects the profit and share data used in the basic and diluted EPS computation: Fortheyear For the year ended ason31 ended as on 31 march 2018 march 2017 ‘Nominal value of equity shares 10.00 70.00 Profit attributable to equity shareholders for computing Basic and Dilutive EPS (A) : 6,578.11) (419.86) ‘Weighted average numberof equity shares outstanding during the year for computing Basic EPS 2,95,03,547 —2,95,03,547 ® ; Basic eaming por share (A/B) % (21.28) (1423) Diluted earning per share (A/C) 121.28) 14.23soxomog ones Aymibe aqep ayenbape ‘2oueug 01 past aqap pue Aambs siapjoyaseys Jo uorzodoxd axnejax atp Suneoqpul Ope! 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Every employee wih has completed five years of more of service gets a gratuity on departure at 15 days salary (Ist drawn salary ) fr each completed year of services. However none of rmpoyees completed five year of service, ‘The following table summarizes the component of net benefit expenses reengized inthe statement oF profit and loss for gratuity plan and amounts recognized inthe balance shet in respect of same “For he year ended avon For the year ended as 7 ‘Changes in the present value ofthe defined obligation during the year ee anor Opening present valve of defined benefit obligation oT oF Interest cost 042 061 Current service cst 19 47 ‘Actatial (gai) / loss on obligation es) eat Past service ost 0.00 - Benefit pid - an Closing present value of defined benefit obligation — [Net assets Uability) recognized in the balance sheet “Porte year eaded-ason “Por the year ended ason 31 march 2018 ‘3 march 2017 Pretet value of dfined benefit obligation Tt oid Fir value of plan assets tthe end ofthe period " 5 Net asta liability) recognized in balance sheet as provision —_——ED oa expenses recognized in the statement of profit and loss Tor the year ended as on Current service cst a7 Past service cost - Interest onst ost [Exposed retum on plan assets 3 : CCuratment eosicredi) : : Setlementcosu(credit) : : ‘Net actuarial (gainloss recognized in the period 2.59 164i Expenses recognized inthe satement of profit & losses ‘other Comprehensive Income “Tor theyear ended as on Forthe year ended avon 31_march 2018 31 mare 2017 Actuarial (gins) Tosses + change in demographic assumptions 5 : + change in Financial assumptions ast) 033 “experience variance (., Actual experience vs assumption) 205) 1608 others 2 2 ‘Rerum on plan assets, excluding amount recognised in net intrest expense = Re-measuement (or Actuarial) (gain/losswising bocause of change in effect of asset exlng - “ ‘Component of defined benefit costs recognised in ober comprehensive income ELS Toa “The principal assumption sed in determining gratuty benefit areas below For the year ended ason ‘31 march 2017 For the year endedason 31 march 2018 Bxonomic assumptions Diseount rate (pe num) 7.30% 6.80% ‘Withdraw eate(Per Annum) 23.05% 23.05% Salary growth rate (per annum) 10% 10% smographis assumptions Retiementog¢ S8Yrs s8¥rs “Mortality Rate (% of ¥ALM 06-08) 100% 100% The Estimates of future salary inorease considered in aturial valuation, take account of inflaton, seniority, promotion and oer relevant aor, such a8 supply, demand inthe eraployement “The average duration ofthe defined benef plan obligation atthe end ofthe reporting period is 7Yrs (31 March 2016: 7 Yrs) (This pace hasbeen intentionally lft lank)OPPO Mobiles India Private Limited CCIN:-U74140HR2013PTCD69892 [Notes to financial statements forte year ended as on 31 March 2018 (All oun in Indian Rugees Million unless otherwise stated) Amount forthe current and previous four periods areas follows Defined benefit obligation ‘Amouns recognized in the balance sheet a ability [Experience adjusted on plan libilities (gain)oss Sensitivity Analysis: I March 28 3 March 3017 isle 15 a9 asi) (612) (08) ce) 1641 35.93, ‘A quantitative sensitivity analysis for significant assumprion i as shown below Projected benefit obligation on current assumptions Discount Rate (-/+1%) (@échange compared to base due to sensitivity) Salary Growth Rate (-/ +19) (Céchange compared to base duo to sensitivity) Atriion Rate -/ + 50% of attrition rates) (@é change compared to base due to sensitivity) 27 Additional Information A) CIP Value of import of Goods Raw Material including Spares parts “Fined Assets “others 'B) Expenditure in Foreign Currency(accrua basis) “Marketing Expenses “Repair Expenses “Freight Expenses (C)Euming in Foreign Currency “Exporton FOB Value 28 Related Parties Disclosures A) Parties with company is associated Si Maree DOTS i Naren 2077 Decrease Tnorease Decrease Increase esas s70s219 6242022 4143949 14% “6.7% 13% 66% 5716559 6553532 M1se777 16203150 60% 71% 65% 10% lostos4s s747s2i 25115320 9125364 718% 38.8% 31.7% Si March 2007 56,410.68 1792826 1.18093 S251 96,783.28 : 11,70408 ust 1656 06 : au a Name. Nature of Relatonship 1) Mohinder Singh Wale Director 2) Lo Vingwa Director 3) ¥i Weng, Director 4) Qiu Beivet Director 5) Gry Concept lnternational Limited, Hong Kong Holding Company 6 Pacetel System Private Limited 7) Pesfect Handing 58) Mobitech Creations Private Limited Sy TegnaFletronies Private Limited Party in which Key Management Personnel ofthe company is interested and ther relatives ary in which Key Management Personnel ofthe company is interested Party in which Key Maragement Personne of he company is interested Subsidiary Company (his space hasbeen intentionally lef lank)OPPO Mobiles India Private Limited CIN=UT41GORZO1SPTCO698I2 ‘Notes to financial statements for the year ended as on 31 March 2018 {All nouns in indian Rupees Million unless eure sited) By Transaction with above mentioned parties Nature of Transact m8 yaaa Ey awe ‘A Tnvestment in uilyTanramens = “Tega Eectroniss Pave Lined B. ase of Debentare : 7000.00 Gory Concept Ineratonn Limited, Hong Kong 7,900.00 1. Service taken 29020 4s27 accel Stem Pvt Liited (Service Conte and ancillary Charges) 1" oe Pret asing (Aaseny & Freeh Cares) wees = Glory Concept temavonal Limit Hong Kong Cinrest Expenses) ae so Mohinder Singh Maik on (Direcor Siting Fess) - Sates 592501 sa295 Mobic Creations Private Limited 2983.43 ure Pact! Sytem Private Limited aon 28532 ‘. Amount Kestvable(Payable) a8 on reporting date 210629 Patel Sytem Private ined 1040 259 Mobis Creations Private Limited 18597 15907 Tegna Eleconies Private Limtes 166 57 Glory Concept ntemationa Limied, Hong Kong (7.099 32) (0.09932) Pete Handling 33 345) 29 Details ofunbeaged foreign currency exposures The period-end foreign currency exposurestiat have not heen hedges by derivative instr-ment or otherwise ae given below Currency Foreign eurrency Tulan Currency Payables: US Dollar wha wos (400 31) (9:12) Receivables US Dollar on 038, (038) h igor Brale peta fo previous pear EYRE EVWGI im Against the Company not acknowledged as debts oiled against company Tor Ineingment of Patent against manufacturing assembing importing and selling of Mobile Phones . Tables etc, Invlovin recurring liability on cach hase ‘uit sold/produced by the company fom 27 102016 1 31 032017 (reer note 311K) Claims filed aginst the company in consumer courts 307 os ») Statutory Demands ralsed by Revenue Authorities -Deman¢ raised by Kerala VAT depariment on detention of vehicle on 29.01 2017 for efeieney in documents cried wih transport vehicle, de mae iin appeal before the first on asa ppealatesuhorty and Rs 0.72 Min pad under pres Demand rised by GST (Utiar Pradesh) department on detention of vehicle daring the FLY 2017-18 for deficiency in documents carried wih ianspont veils Uie mater 1 in ow appeal before the first appeaate authority and Rs 0.42 Ma pad under pres. Demand raised by Bibar VAT department on VAT Rate variation of mobile acessories forthe FY 2016-17, the mater isin appeal before the frst appealate authority and RS 13.69 1369 Mo paid under protest ©) Guarantees Guarantee Given in favour oF Inspector General Stamp and Registration, | Saraind Nigar Allahabad Utar Prades. in respost of” Esempuon finn Stinp Oxy on pares a nd No I Sector Feoesh VIL Greater Noid UP and garanlee wll waraw on sti a 077 wn Commercial rodeution (he Gurante is secured by an equivalent amount of deposit ke in Bank OibersOPPO Mobiles tna Private Limited CIN :LU74140RDO1SPTCUO9SN2 [Notes to nancial statements for he year ended as on 31 March 2018 {All amounis in indian Rupes Million unless uherwise stated) 31 Commitments Partiew EYOTA, EY WGI 18) Contract in Capital Nature (to be executed) 49252 by UncalledHabliy on share and our investment ther Commismenis> ss1480 lo770 70, “The Company is commited To BCCI fr Promotion oF Ks Produc by a agreement fx Cricket mafehes wo eel in went Tiveyear fr the period From I 4,2017 To 31.3,2022.Company ha issued a Rolling Performance Bank Guarantee of RS261.10 Crores agaist tat 32 Other Notes 1. Certain Legal matter pending in gation with courtiAppellate Authorities Custom duty paid under protest 1) Import of mobile once only atracts special duly of customs in liu of excise ("VIG 1896)*NCDCL.03%)) which is equivalent lo excise duty applicabe o like goods as if manufactured or produced in india Ascordingly , mobile phones manufactured in India are subject wo excise day at he rate of 13 S%(CVD(12.5%/tNCD(I%) IFCENVAT credit on inputs and capital goods availed (at of duty was 72196(C¥D(6. 18%) NCDV 03%) 28h February 2018) nd 2% of such Cenvat Crediton inpus and capital goods is nt cvaled ‘This has been further clvitied by the Hon'ble Supreme Count of naa recenly in dhe mtr of M/s SRE in civil Appeal no 9440 of 2003 hy rung that te bene of exemption! concessional rae of excise, duty which i subject t a condor thal no CENVATT credit on inputs or capital goods wed i the sranuatue of sich goods shall he taken, i ao be avaiable othe importers of ike goods for payment of CVD under customs. ‘The Revene authorities have approached the Hon'ble Supreme cout of Indi ina review patton challenge de Rduen hich as Uvmiss cee Lari the company was coating dhe imported mobile phones by paying CV & NCD a hight sate of 7.246(CVDI6 18% NCDUL 03%) beta Ls march 2015 and 13 50%(C¥D{12.5%) HNCDCI6I) from Ist march 2015 instead oF 2% ducing respective peviods. Pos eaification sued by the Hobe Supreme cour in Mis SRF case discussed above, the company hs claimed refund as per the cusoms Act Amounting to Rupees 21,53,65,610 (nthe basis of above ground Company’ had filed refund aplication of excess duty paid Juring the period of fom Sept 14th 2015 till August 2015. and had recorded amount recoverable for the suid period amounting © RS 21,8,68,519 whyek has been eiselased as hance with revenue authority unde short tem fan and advances, ‘he Company's al he eases have boca rejected by the Principle Commissioner of Custm/ Commissioner of Custom (Appeals) andthe company hes fled appeals against the rojetion orders inal he eases, The management informed wht there is no further progress inthe cae on the same hand management is confident for recovery of above menntion refund 2} the Busing activity ofthe company fas within one segment ¢ Mobile handset and (vie acessories and all aetivity are rendered within the Country Hence disclosures requirement of eecounting stindard 17 of “spinel reporting” is no considered applicable 3) The Balances of Trae Payables and rade receivables ae subject to confirmation. receniiaion and vnusequetil austin ifany 4) The company snot received any okimation from ts vendors regarding the status cnr the micro. smal and medium enterprises development wet 2006 and hence disclosures required under same aot have nol beet me '5) All Lease agreement entered by the company ae for Operating Lease and anoulable >y xving short noice, hance disclosure requirements uF IidAS. 17 of "Leases" is nol considered apliable 6) Figur of Previous year have been regrouped andor rearranged wherever necessary to make i comparable to this yous. 7) All amouns disclose inthe financial statements and the accompanying nots have boen rounded of tothe neatest million a8 perth requirement af Schedule of the Companies Act 2013, unless otherwise stated, (Phe space has been intemvonlly eft Blank)OPPO Mobiles India Private Limited CIN:-U74140HR2013PTC069892 Notes to financial statements for the year ended as on 31 March 2018 (All amounts in Indian Rupees Million unless otherwise stated) 33. First Time Adoption of Ind AS These are the Company's first financial statements prepared in accordance with Ind AS. ‘The effect of the Company's transition to Ind AS is summarised in the following notes (@ Transition elections (ii) Reconciliation of equity, total comprehensive income and cash flows as reported as per Ind AS, in this statement with as reported in previous years as per previous Indian GAAP, A. Transition elections ‘The Company has prepared the opening balance sheet as per Ind AS as 0° April 1, 2016 (the transition date) by recognising all assets and liabilities whose recognition is required by Ind AS, not recognising items of assets or liabilities which are not permitted by Ind AS, by reclassifying items from previous GAAP to Ind AS as required under Ind AS, and applying Ind AS in ‘measurement of recognised assets and liabilities. However, this principle is subject to the certain exception and certain optional exemptions availed by the Company. The Company has applied the following transition exemptions apart from mandatory exceptions in Ind-AS 101 1. Deemed cost of property, plant and equipment and other intangible assets Leases 2. Lease 3. Investments in subsidiaries, joint controlled entities and associates in searate financial statements 1 Deemed cost of property, plant and equipment and other intangible assets In accordance with Ind-AS transitional provisions, the Company opted to consider previous GAAP carrying value of property, plant and equipment and other intangible assets as deemed cost on transition date, 2 Leases In accordance with Ind-AS transitional provisions, the company opted to determine whether an arrangement existing at the date of transition contains a lease on the basis of facts and circumstances exist.ng at the date of transition rather than at the inception of the arrangement Investments in subsidiaries, joint controlled entities and asso 3. financial statements In accordance with Ind-AS transitional provisions, the company opted to consider previous GAAP carrying value of investments as deemed cost on transition date for investments in subsidia-ies, joint ventures and associates in separate financial statement, tes in separate B Reconciliation of equity, total comprehensive income and cash flows as reported as per Ind AS, in this statement with as reported in previous years as per previous Indian GAAP Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following {able represents the reconciliation from previous GAAP to Ind AS, Reconciliation of total equity as at 31st March 2017 and Ist April 2016 Notes to 31st March | Ist April particulars firsttime | * 1507 ated {Total equity (shareholder's fund) as per previous GAAP 2,982.09) | (2,580.15) |Adjustments [Fair valuation of Borrowing classified as FVTPL 9¢) 3.28) * IChange in retained earning on remeasurment of borrowing cost 1 o.sa| - [Deferred tax adjustments 6|__ aio) - Total adjustments C19) ~ {Total equity as per Ind AS. (.989.28)| 2,580.15)OPPO Mobiles India Private Limited CIN:-U74140HR2013PTC069892 Notes to financial statements for the year ended as on 31 March 2018 (All amounts in Indian Rupees Million unless otherwise stated) Reconciliation of total comprehensive income for the year ended 31st March 2017 Wotesto Parviculars first ime [31S March hor adoption [Profit after tax as per previous GAAP GH JAdjustments Fair Value of Borrwings 9@ {328 IRemeasurment of Borrowing cost 1800] 054 |Actuarial gain / oss on defined benefit plans - isan) Deferred tx adjustments (io brotat adjustments 07.99) JProft after tax as per Ind AS Ta19.86) lothcr comprehensive income [Actuarial gain /1osson defined benefit plans 3 Tea Deferred tax adjustments (5.68) [Total other comprehensive income 1073 LTotal comprehensive income as per Ind AS 79.13) Impact of Ind AS adoption on the statements of eash flows forthe yeur ended 31st March 2017 Previous Particulars nae ladjusmens| 44S [Net cash flow fom operating actives a778.03) Gao] 478133 Net cash flow from investing activites 10,991.47] 0.00} (10,991.47) et cash flow from financing activites 6993.88] 3.28) 6,990.60 et inerease / (decrease) in cash and cash equivalents 7g0.46| 0.00] 780.46 Jcash and cash equivalents as at st April 2016 1.06732 | 1067.32 Icash and cash equivalents as a 31st March 2017 1847.78 | i807.78 Note I: Fair Value of Borrwings Under the previous GAAP, Balance of Borrowings are measured at ac-ual fund received less repayment of borrowings and expenses incurred on obtainins borrowing has been charged to profit and oss account, Under Ind AS, Balance of borrowings are measured at fair value under amortised cost ie actual fund received reduced by expenses incurred on obtaining borrowing and repayment of borrowings (if any) Note2 : Remeasurment of Interest Expenses Under the previous GAAP, Borrowing cost has been recognised as per actual rate of interest however under Ind-As, Borrowing cost has been recognised in profit and loss account by using effective rate of interest. Note 3: Actuarial gain / loss on defined benefit plans Under Ind AS, remeasurements ie. actuarial gains and losses and the retu-n on plan assets, excluding amounts included in the net interest expense on the net defined benefit liability are recognised in other comprehensive income instead of profit or loss. Under the previous GAAP, these remeasurements were forming part of the profit or loss for the year. There is no impact on the total equity Note 4: Deferred tax adjustments Deferred tax have been recognised on the adjustments made on transition to Ind AS,Rajan Malik & Co. CHARTERED ACCOUNTANTS: Work : 409-410, 4th Floor, Tower A, The i-Thum, A-40, Sector-62, Noida - 201301 (U. P.) Independent Auditor’s Report ‘To The Members of OPPO MOBILES INDIA PRIVATE LIMITED Report on the Standalone Ind AS Financial Statements We have audited the accompanying standalone Ind-AS financial statements of OPPO Mobiles India Private Limited (“the Company”), which comprise the Balance Sheet as at 31 March, 2018, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information. Management’s Responsibility for the Standalone Ind AS Financial Statements ‘The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind-AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included ni the audit Regd. Office : 40/230, CR. Park, Opp. B-Block Kalkaji, New Delhi-110019>- rmalik@rajanmalikca.com, rmalikca@gmail.com, Website: www.rajanmalikca:com Ph.: +91-120-3759280/81/82, 9891962789, 9811062789, 9891278999RAJAN MAUK & CO, CHARTERED ACCOUNTANTS report under the provisions of the Act and the Rules made thereunder. We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind-AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind-AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company management, as well as evaluating the overall presentation of the standalone Ind AS financial statements, We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March, 2018, and its loss including other comprehensive income, its cash flows and the changes in equity for the year ended on that date. Report on Other Legal and Regulatory Requirements 1. As required by Section 143(3) of the Act, we report that: a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. ¢) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account, 4) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act. ©) On the basis of the written representations received from the directors as on 31st 2RAJAN MALIK & CO. CHARTERED ACCOUNTANTS March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2018 from being appointed as a director in terms of Section 164(2) of the Act. f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting. 8) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us: i, The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements - Refer to note 30 to standalone Ind AS financial statements. ii, The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contraets, if any. iii, ‘There were no amount which were required to be transferred to the investor education and protection fund of the company. 2. As required by the Companies (Auditor's Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order. For Rajan Malik & Co. Chartered Accountants (Firm's Registration No. 019859N) Place: NOIDA Date: 30" May, 2018RAJAN MALIK & CO. CHARTERED ACCOUNTANTS Annexure “A” to The Independent Auditor’s Report (Referred to in paragraph 1 (f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date) Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”) We have audited the internal financial controls over financial reporting of OPPO Mobiles India Private Limited (“the Company”) as of 31 March, 2018 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date, Management's Responsibility for Internal Financial Controls The Company's management is responsible for establishing and maintaining internal financial controls based on “the internal control over financial reporting criteria established by the Company considering the essential components of intemal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India”. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating, effectively for ensuring the orderly and efficient conduct of its business. including adherence to respective company’s policies, the safeguarding of its assets, the prevention and detection. of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. Auditors’ Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respectsRAJAN MALIK & CO, CHARTERED ACCOUNTANTS Our audit involves performing procedures to obtain audit evidence about the adequacy of the intemal financial controls system over financial reporting and theit operating effectiveness Our audit of intemal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a ‘material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud ot error We believe that the audit evidence we have obtained is sufficient and appropriate to Provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting, Meaning of Internal Financial Controls Over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for extemal purposes in accordance with generally accepted accounting principles. A company's intemal financial control over financial reporting includes those policies and procedures that 1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; 2. provide reasonable assurance that transactions are recorded as necessary to permit Preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and 3. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements, Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorateRAJAN MALIK & CO, CHARTERED ACCOUNTANTS. Opinion In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial C Financial Reporting issued by the Institute of Chartered Accountants of India ntrols Over For Rajan Malik & Co. Chartered Accountants (Firms Registration No. 019859N) Place: NOIDA Date: 30" May, 2018RAJAN MALIK & CO, CHARTERED ACCOUNTANTS The Annexure referred B to in paragraph 2 of Our Report on “Other Legal and Regulatory Requirements”, We report that vi a. The company has maintained proper records showing full particulars, including quantitative details and situation of its fixed assets, b. As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification, ¢. In respect of immovable properties of land that have been taken on lease and disclosed as property, plant and equipment in the standalone financial statements, the lease agreements are in the name of the Company, where the Company is the lessee in the agreement, As explained to us, inventories have been physically verified during the year by the management at reasonable intervals. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties listed in the register maintained under Section 189 of the Companies Act, 2013. Consequently, the provisions of clauses iii (a), (b) and (c)of the order are not applicable to the Company. According to the information and explanation given to us, the company has not given/made any loans, investments, guarantees, and security, covered under provisions of section 185 and 186 of the Companies Act, 2013. Hence clause iv of the order is not applicable to the company. The company has not accepted any deposits from the public covered under sections 73 to 76 of the Companies Act, 2013. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules made by the Central Government for the maintenance of cost records under section 148(1) of the Companies Act, 2013, related to the manufacture of mobiles phones, and are of the Opinion that prima facie, the specified accounts and records have been made and maintained. However, we have not made a detailed examination of the same.vil viti xi. RAJAN MALIK & CO. CHARTERED ACCOUNTANTS a. According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education and Protection Fund, Employees’ State Insurance, Income-tax, Sales-tax, Service Tax, Custom Duty, Excise Duty, value added tax,cess and any other statutory dues to the extent applicable, have generally been regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no outstanding statutory dues as on 31st of March, 2018 for a period of more than six months from the date they became payable. b. According to the information and explanations given to us, there is no amount payable in respect of income tax, service tax, sales tax, customs duty, oxcise duty, value added tax and cess whichever applicable, which have not been deposited on account of any disputes except following. Nature of the Statue | Nature of Amount | Period to | Forum where the thedues | (in INR | which dispute is Mn.) the pending amount _ _ | relates Kerala VAT Sales Tax Commissioner _ 0.72 2017-18 | (areal) Uttar Pradesh (UP) | GST Commissioner GST Act 0.42 2017-18 | Appeal) Bihar VAT Act SalesTax 14369 | 291617 _ | Commissioner _ (Appeal) In our opinion and according to the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to debenture holders. Based on our audit procedures and according to the information given by the management, the money raised by way issue of non-convertible debenture have been applied for the purpose for which they were obtained, we further certified that no fund has been raised by way of term loan. According to the information and explanations given to us, we report that no fraud by the company or any fraud on the Company by its officers or employees has been noticed or reported during the year. The company is a private limited company. Hence the provisions of elause xi) of the order are not applicable to the company. 8RAJAN MALIK & CO. CHARTERED ACCOUNTANTS xii, The company is not a Nidhi Company. Therefore clause xii) of the order is not applicable to the company. xiii, According to the information and explanations given to us, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc. as required by the applicable accounting standards. xiv, The company has not made any preferential allotment or private placement of shares, or fully of partly convertible debentures during the year under review. xv. The company has not entered into non-cash transactions with directors or persons connected with him. xvi, The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. For Rajan Malik & Co. Chartered Accountants (Firm's Registration No. 019859N) Place: NOIDA Date; 30" May, 2018Oppo DIRECTOR'S REPORT To, The Members, Your Directors have pleasure in presenting the Annual Report of OPPO Mobiles India Private Limited (hereinafter referred to as “Company”) along with the Audited Financial Statements and the Auditors’ Report thereon for the financial year ended 31% March, 2018. The Summarized Financial Results for the Financial Year ended 31° March, 2018 are as under, STATEMENT OF AFFAIRS The Company's Performance during its Fourth Year of Operations is summarized below: FINANCIAL RESULTS OF THE COMPANY PARTICULARS YEAR ENDED YEAR ENDED 31.03.2017 31.03.2018, (vrs,) (inv Rs.) Figures (In Lakhs) Figures (in Lakhs) Revenue from Operations 805,081 71,99,430.7 ‘Other income 18,7958 2.8675 Expenses for the year 830,144.9 12 55,7128 Profit/(Loss) before tax for the year (626,8.3) 53,418.7) Current income Tax for the period 28 : Deferred Tax for the period 20723 17/6335 Profit/{Loss) for the period (4138.6) (35,781.2) FINANCIAL SUMMARY Your Directors have pleasure to inform you that the company achieved 48.9826% growth in gross revenue which increased from Rs. 8050.81 Crores in Financial Year 2016-17 to Rs. 11994.307 Crores at the end of Financial Year 2017-18 at the same time the Net Loss of the Company increased from Rs 41.986 Crores to Rs. 357.811 Crores. Below is the financial summary:- YEAR ENDED YEAR ENDED PARTICULARS 31.03.2017 31.03.2018, (wvRs,) (Ins) Profit Before interest, Depreciation & Tax (470,530,000) (4,746,390,000) Less: Finance Cost 112,900,000 ~ | _212,760,000 Less: Depreciation & Amortization Expense 144,990,000 382,320,000 Page 1 of 12 ‘OPPO Mobiles india Private Limited Regletered Office: St Flor Tower uiling Na. 8, DIFCyber City, Guruoram, Haryana 122002 nla, CIN No,:U74140HR2013°7C069852 Contact No, 0124472 7777 mal: infosioppomobile.n Website: wrviroppo.comOPpPpae Profit/(Loss) before tax for the year (626,810,000) (5,341,470,000) Provision for Tax ~ Income Tax 290,000 : Deferred Tax 207,230,000 1,763,350,000 Profit after Tax (419,860,000) (8,578,110,000) Less : Proposed Dividend & Tax thereon : Balance carried to Balance Sheet (419,860,000) (3,578,110,000) CHANGE IN THE NATURE OF BUSINESS There is no change in the nature of business during the financial year 2017-18. DIVIDEND As the company has incurred loss of Rs. 3,578,110,000 /- (Rupees Three hundred fifty-seven crore eighty-one lakh and ten thousand only) during the financial year 2017-2018 therefore, the Board of Directors has decided not to declare any dividend for this financial year, RESERVE In absence of the profits of the Company, the Board has decided not to transfer any amount into the reserve of the Company. DETAILS OF THE DEPOSITS WHICH ARE NOT IN COMPLIANCES WITH THE REQUIREMENT OF CHAPER V OF THE ACT ‘The Company is a private company limited by shares, and prohibited to accept deposits from the public in view of applicable statutory provisions of the Companies Act, 2013. In view of the said prohibition, Company had neither accepted nor renewed any deposit within the meaning of Chapter V of the aforesaid Act. There were no outstanding deposits at the beginning and closing of the financial year reported herein. Therefore, disclosure of information regarding unpaid and unclaimed deposits, defaults in repayment of deposits, maximum deposits during the said year is not applicable on the company. DETAILS OF THE DIRECTORS OR KEY MANAGERIAL PERSONANEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR During the financial year under review, the category of Mr. Mohinder Singh Malik (DIN: 00737021) i.e. from Executive Director to Non-Executive Director is changed with effect from 3% January, 2018. Page 2 of 12 ‘OPPO Mobiles India Private Limited Registered Office: St Floor Tower 8 Building Wo, 8, DIFGyber City, Gungram, Haryana 122002 india CIN No :7540HR2013PTCD6SH92 Contact No.:0128.47/2 7777 Ema: infowoppomebilein Website: www.oppocomOppo Therefore as on the date of signing this Report, the present position of the signatories is as under: 7 : _ S. [Name of the] DIN/PAN Designation | Date of No, | Director/KMP | Appointment/Date of | Change in the | Z - Lposition/category 2._| Mr. Yi Wang 07218241 Managing Director | 30.08.2016 _ 2. | Mr.tiBingzhong | 07514988 Director [32.05.2016 Mr. LiBingzhong | CLRPB2808P | Chief Financial 30.08.2016 Officer 4,_| Ms. Beiwel Qiu 07669014 Women Director | 05.12.2016 %. | Mr.Gaurav Garg | ALFPG2996M | Manager-Legal and | 27.11.2015, | | Company Secretary | | 6. | Mr, Mohinder Singh | 00737021, Non-Executive 03.01.2018 Malik Director | NAME OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS ASSOCIATE/ JOINT VENTURE/ SUSIDIARY COMPANIES DURING THE YEAR TEGNA Electronics Private Limited (CIN U74999HR2017PTC068328) [hereinafter referred to as TEGNA], a Wholly Owned Subsidiary of Company as on 31% March, 2018, was incorporated on 28" March, 2017 for the purpose of engaging/managing Electronics Manufacturing Cluster at Greater Noida, Uttar Pradesh. TEGNA continued to be WOS of Company as on 31°" March, 2018. DETAILS OF ADEQUACY OF THE INTERNAL FINANCIAL CONTROLS TO THE FINANCIAL STATEMENTS The Company has, in all material respect, an adequate Internal Financial Control System over Financial Statements and such Internal Financial Control were working on 31% March, 2018 to the satiefaction of etatutory auditors COMMITTEES OF THE BOARD In pursuance of the various applicable statutory provisions of the Companies Act, 2013 and other applicable provisions including any modifications thereto, the Company has set up the below mentioned committees: AUDIT COMMITTEE: In pursuance of the statutory provisions of the Section 177 of the Companies Act, 2013, the Company has set up the Audit Committee in the Company with the following members, who will be overseeing and maintaining the proper Vigil Mechanism for the efficiency and maintenance of the adequate Control|s) in the Company: 2\ Page 3 of 12 (OPPO Mobiles india Private Limited Reglstered Office: Sth Floor, Tower = Building Ne. 8D Cyber Cty, Gurugram Haryana 122002 nda {INN :U74140H2013°TCO55992. Contact No,:0124 4727777 E-mal:infa@onaomoble in Website: ww¥.2ppocom‘© Mr. LiBingzhong © Mr. YiWang ‘© Mr. Mohinder Singh Malik NOMINATION AND REMUNERATION COMMITTEE: In pursuance of the statutory provisions of the Section 178 of the Companies Act, 2013, the Company has set up the Nomination and Remuneration Committee, however, there has been no change in the constitution of the committee and therefore the composition of the Committee remains intact with the following members: * Mr. Li Bingzhong © Mr. YiWang © Mr, Mohinder Singh Malik CORPORATE SOCIAL RESPONSIBILITY COMMITTEE: In pursuance of the statutory provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has set up the Corporate Social Responsibility Committee with the following members: © Mr. Li Bingzhong © Mr. ¥iWang * Mr. Mohinder Singh Malik SIGNIFICENT AND MATERIAL ORDERS cod by the Regulators or Couris or ‘Tribunals impacting the going concern of the Company. EXTRACT OF THE ANNUAL RETURN ‘The extract of the annual return in the prescribed Form MGT-9, is annexed to this Report as an ‘Annexure-1. NUMBER OF MEETINGS OF THE BOARD During the year under review, Ten (10) Board Meetings were convened and held. The Intervening gap between the meetings within the Financial Year was as per the prescribed limits mentioned under the Companies Act, 2013. Page 4 of 12 ‘OPPO Mobiles India Private Limited Registered Office: Sth Flot, Tower-B, Building No, 8 DI Cyber City, Gurugram, CIN No, 4 741404R2013P7C069892 Contact No.:0324 4727777 E-mallnfosoppomobilein Website: rww.oppocom ryana- 122002 nda,QPPo DIRECTORS’ RESPONSIBILITY STATEMENT In accordance with Clause (C) of Sub-Section (3) of Section 134 of the Companies Act, 2013 the Board of Directors of the company informed the members that: a) Inthe preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that Financial Year; ) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) The directors had prepared the annual accounts on a going concern basis; e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively; and f]_ The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12) OF THE COMPANIES ACT, 2013 ‘As per the Audit Report on the Financial Statements for the financial year ended 2017-2018, there is no fraud, whatsoever, which is being reported. Hence, the question of reporting of frauds by Auditor under Section 143(12) does not arise at all ASTATEMENT ON INDENPEDENT DIRECTORS ‘As per the statutory provision of the Act, Private Company limited by shares is not required to appoint the Independent Directors on the Board. Therefore, this is not applicable to Company. PARTICULARS OF LOANS GUARANTEE AND INVESTMENTS UNDER SECTION 186 During the period under review the Company has given Loans and Advances to its Wholly Owned Subsidiary TEGNA Electronics Private Limited towards purchase of land the amount whereas has been mentioned in the Annexure-2 (Details of the contracts or arrangements or transactions at arm’s length basis). Further pursuant to the statutory provisions of Section 186 of the Companies Act, 2013 and the applicable Rules made thereunder the transaction between Holding Company and its Wholly Owned Subsidiary Company is excluded from the aforesaid statutory provision PARTICULARS OF CONTRACT OR ARRANGMENTS WITH RELATED PARTIES UNDER SECTION 188 Page $ of 12 (OPPO Mobiles india Private Limited Registered Office: sth floor, Tovier-8 Building No.8, Df Cyber Chy Gurugrars, Heryana CIN No, ;75120HR2013PTCUSO802. Contact No,:0124 472 7777 Email: info@oppemobilein Website: wwoppo.com Inia,Oppo During the year under review, the Company has entered into contract and arrangements with M/s. Pace Tel System Private Limited, M/s. Perfect Handling and Mobitech Creations Private Limited, related party under the provisions of section 188 of the Companies Act, 2043, the details of such transactions are as per Annexure-2, which forms part to this report. Further, note no. 28 of the Notes to account of audited financial statement is showing transactions with related parties. MATERIAL CHANGES AND COMMITMENT: During the year under review, the following material changes/commitments occurred in the Company: 1. Setting up of the manufacturing/assembling facility: Director are pleased to inform members that your company has commenced the manufacturing facility of the mobile phones in India with the highest international standards at the following locations in the State of Uttar Pradesh: a) Industrial Plot No. 1, Udyog Vihar, Greater Noida-201306 2. Change in the Registered Office of the Company: The Company has during the period under review changed its registered office from Vatika Business Park, Block One, Second Floor, Sector-49, Sohna Road, Gurugram-122001 to 05" Floor, Tower B, Building No. 8, DLF Cyber City, Gurgaon -122002 (Haryana) on 3"° January, 2018. 3, Change in place of keeping and maintaining of books of accounts and other relevant papers: During the period under the review, the Company has changed the place of keeping and maintaining Books af Accounts and ather relevant papers of the Company to 05" Floor, Tower B, Building No. 8, DLF Cyber City, Gurgaon -122002 (Haryana) which is same as the Registered Office of the Company as per the Act with effect from 03"4 January, 2018. 4, Adoption of Article and Memorandum of Association pursuant to the Companies Act, 2013: During the period under review, the Company has adopted new set of Article and Memorandum of Association in compliance of statutory provisions of the Companies Act, 2013, on 23" January, 2018. 5, Change in the status of TEGNA Electronics Private Limited (CIN U74999HR2017PTC068328). During the intermittent period between the closure of the financial year (i.e. 31* day of March, 2018) and the date of Board Report, TEGNA ceased to be the Wholly Owned Subsidiary (WOS) pursuant to the transfer of shares vide Form Page 6 of 12 (OPPO Mobiles India Private Limited Registered Office: Sta Foot Tower 8,8 CIN No, 174) 40HR2013°TC059892. Contact No,:0124 4727777 -mal:infosopsomobliin Website: wx.oppo.com Iding No.8 DI Cyber City, Gurugram, Haryana 122002 IncaOPPo SH-4 dated 21* April, 2018, but continues to be an Associate Company, as defined under Section 2 (6) of the Companies Act, 2013, of OPPO Mobiles India Private Limited, DETAILS OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPOTION The statutory declaration required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption, foreign exchange earnings and outgo during the Financial Year under review as prescribed Annexure-3 ANNUAL EVALUATION Pursuant to applicable statutory provisions of the Companies Act, 2013, the Board has carried out annual performance evaluation of its own performance and directors individually. RISK MANAGEMENT POLICY: There is no risk management policy in the Company during the year under review. REMUNERATION POLICY The Company had framed Nomination and Remuneration (NRC) policy on Directors’ and Key Managerial Personnel (KMP) appointment and remuneration corresponding to their qualification, attitude and independence which can be accessed at the website of the Company {(http://hd.oppo.com/act/investor-information/index.html). Further, during the year under review, the Board has amended this NRC policy by amending the provisions with respect to the sitting fees to the Directors of the Company and included the payment of the sitting fees to the Directors of the Company except the Whole Time Directors and Managing Director of the Company. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES During the year under review, the provisions of the Section 135 were applicable to the Company, therefore the Company has constituted the Corporate Social Responsibility Committee and on its recommendation the Board has adopted Corporate Social Responsibility Policy, details of the said policy is enclosed herewith as Annxure-4, and the said policy could be also accessed at the website of the Company. (http://hd.oppo.com/act/investor-information/index.html). REASONS FOR NOT SPENDING THE AMOUNT As per the statutory provisions of section 135 (5), the Board of every Company to which Section 135 (1) is applicable shall ensure that the company spends, in every financial year, at least two Page 7 of 12 (OPPO Mobiles India Private Limited Registered Office: Sth loo, Tover- 8 Bulding No.8, DIECyber Cy, Gurugramn, Haryana 122002 nla, CIN No, :U74140HR2013PTC069992. Contact No,:0124 472 7777 Emma: infoBeppomobile io Website: viws.2pp0comnOppo per cent of the average net profits of the company made during the three immediately preceding financial years, in pursuance of its Corporate Social Responsibility Policy. Since the Company is not having any profits during the three immediately preceding Financial Years, therefore the Board has not recommended any amount to be spent as mentioned under the CSR Policy. PARTICULARS OF EMPLOYEES During the year under review, none of the employee of the Company was in receipt of remuneration in excess of limits as prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. STATUTORY AUDITORS M/s Rajan Malik & Co., (Firm Registration Number 019859N), Chartered Accountants, were appointed as the Statutory Auditors of the Company at the AGM held on 29 September, 2014 to hold office from the conclusion of First Annual General Meeting to tll the conclusion of the Sixth Annual General Meeting of the company by the members at the subsequent annual general meeting at the remuneration as may be decided by the board with the mutual consent of the auditors. COMMENTS ON STATUTORY AUDITOR'S REPORT There is no qualification, reservation or adverse remark made by the auditor in his report for the Financial Year under review. The audit report for the financial year 2017-2018 is self-explanatory and therefore Directors do not offer any comment thereon. INTERNAL AUDITOR During the year under review, the Board of Directors of the Company had appointed Mr. Sanjay Goel, Chartered Accountant & B.Com (Honours) Membership No: 089683, Employee ID: 1N000013 on 23 May, 2017, as an internal auditor for the financial year 2017-2018. The Company had put in place all adequate internal financial controls his ascertainment. COMMENTS ON INTERNAL AUDITOR'S REPORT There is no qualification, reservation or adverse remark made by the Internal Auditor in his report for the Financial Year under review. The Internal Audit Report for the financial year 2017-18 is. self-explanatory and therefore Directors do not offer any comment thereon, COST AUDITOR Page 8 of 12, ‘OPPO Mobile India Private Limited. Registered Office: Sth Foor, Tower 8, ung No. 8, DIF Cyber City, Gurugram, Haryana 122002lndka ‘CIN No,:U74140H2013PTC069892 Contact No, 0124 472 7777 Emall infosonpomobilein Website: vrww.cppecomOppo During the year under review, the Board of Directors of the Company has appointed M/s. Ajay Kumar Singh & Co., Cost and Management Accountant (FRN 000386) on 25'" September, 2017, as the Cost Auditor for the Financial Year 2017-18. COMMENTS ON COST AUDIT REPORT There is no qualification, reservation or adverse remark made by the Cost Auditor in his report for the Financial Year under review. The Cost Audit Report for the financial year 2017-18 is self- explanatory and therefore Directors do not offer any comment thereon. SECRETARIAL AUDITOR In pursuant to the provisions of Section 204(1) of the Companies Act 2013 rule 9 of the Companies {Appointment and Remuneration personnel) Rules, 2014 and other applicable provisions if any of the Companies Act 2013, M/s Akash Gupta and Associates (Company Secretaries) is appointed as the Secretarial Auditor of the Company for the Financial Year 2017-18. COMMENTS ON SECRETARIAL AUDITOR'S REPORT AND MANAGEMENT RESPONSES On perusal of the Secretarial Audit Report, we come across the following qualification, reservation or adverse remark made by the Secretarial Auditor in his report for the Financial Year under review: The Company has generally complied with provisions of Seereravial Standard 1 & Secretarial Standard 2 (Board Meeting & General Meeting) as notified wis H1S(30) of Companies det, 20123 barring few exeeptional Comment: The Board submits that since the management of the Company is the blend of indian as well Chinese officals, therefore, management of the Company is facing certain problems in providing the timely Intimations/Disclosures due to the availablity issues of the Directors of the Company, However, the management of the Company is striving hard in this direction and the necessary corrective actions shall be taken In this regard. 1) The Company has failed to pravide the disclosure of interest ws 18:4 of CA 2013 in its frst board meeting held on 13 May 207 whereas the same has been complied with at the subsequew Board Meeting of the Company: Comment: Board submits that since the management of the Company is the blend of indian as well Chinese officials, therefore, due to availability issues of the Directors of the Company, the abovementioned observations were noted by the management of the Company. However, the management of the Company has well noted the concern and the necessary corrective actions has been taken/directed in this regard to the officials of the Company. ©) Attention of Management is also being drawn towards the delayed fling of certain statements 0» disetosures: with respect 10 below mentioned regulations of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 as below Page 9 of 12 (OPPO Mobiles India Private Limited. Registered Offs: Sh Foc, Tawer 8, ulkling No.8, OM Cyber Cty, Garugra, Haryana 122002 Ina {CIN No,:U7414044R2013P1C069892 Contact No.:0124 672 7177 Esmall nfosioppomobile In Website: wsioppacomii) The Compliance Cerificate required to be filed by the company. pursuant 10 Regulation 73) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations 2015. iti) The Statement of hnvestor Complaints, required ta be filed hy the company, pursuant to Regulation 1303) of the Securities and Exchange Board of india (Listing Obligations and Disclosure Requirement) Re 2015 iv) The Un-audited Financial Statements for the half-yearly ended for September 2017, pursuant to Regulation 52 of the Securities and Exchange Board of India (Listing Ohligenions and Disclosure Requiremenn) Regulations, 2015, ¥) The Inimation to she Stock Exchange with regard to she date on which imerest on debemnures and bonds were payable pursuant to Regulation 30/1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015. vi) The Imimation to the Stock Exchange with regard 10 the fixation of the Record Date pursuant to Regulation 60(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 Comment: The Management of the Company sincerely apologises in this regard with respect to the delay in filings due to composition of the management of the Company and delays in approvals, however the management has Issued strict directions in this regard and guided the necessary corrective actions. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. There were no complainant received from any employee during the financial year under review. DISCLOSURE UNDER FOREIGN EXCHAGE MANAGEMENT ACT, 1999 READ WITH FOREIGN EXCHANGE MANAGEMENT (TRANSFER OR ISSUE OF A SECURITY BY A PERSON RESIDENT OUTSIDE INDIA) REGULATIONS, 2017 WITH RESPECT TO DOWNSTREAM INVESTMENT During the year under review, the Company has complied with the applicable provisions of the Foreign Exchange Management Act, 1999 read with Foreign Exchange Management (Transfer or Issue of a Security by a person resident outside India) Regulations, 2017 with respect to Downstream Investment and the necessary certificate from the Statutory Auditor is taken in this regard for the review under review. Page 10 of 12 ‘OPPO Mobiles india Private Li {INN U74140HR2015PTC059892 Contact No.:0124.472'7177 Exmall:infoRoppomebil o Website: vovs.0pp0.com ted Registered Offic: St Flor Tawer-B, ling Na. & DIfCyber City, Gurugeam, Haryana 122002 InOppo A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149 During the year under review the Company is not required to appoint any Directors under section 149(4) of the Companies Act, 2013 (“Act”), being a Private Limited Company. The provisions of the section 149(6) of the Act, therefore, are not applicable to the Company. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM ‘The Company has established Vigil Mechanism under the guidance, support and review of Audit Committee of the Company. The Audit Committee shall oversee Vigil Mechanism ‘The Company has adopted an effective Vigil Mechanism Policy having Vigil and Ethics officer to whom directors and employees can report their concerns and an efficient procedure to redress the concerns. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting Issues concerning the interests of co-employees and the Company. STATEMENT ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS. During the period under review the Directors of the Company have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively. Further the Company has overall complied with the applicable Secretarial Standards exceptions due to the composition of the management of the Company and availability issues of the directors of the Company. certain ACKNOWLEDGEMENT The Board expresses its sincere gratitude to the shareholders, bankers and clients for their continued support. The Board also wholeheartedly acknowledges with thanks the dedicated efforts of all the staff and employees of the Company. and on behalf of the Board of Directors jis wae Signatures Signatures [ Name: Yi Wang Name : Mr. Mohinder Singh Malik Page 11 of 12 ‘OPPO Mobiles india Private Limited Reglstarad Office: St Foor, Tower Building No. & DIF Cyber City, Gurugeam, Haryana 122002 Ini, {CIN No,:74140H12013PTCD59892. Contact No, 0124-472 7777 Esmall:inforoppamobile so Website: www.0pp0comDesignation: Managing Director Designation: Director DIN : 07218241 ae DIN: 00737021 PAN: ADRPW1895K PAN: ADIPM4183F Residential Address: Flat no. 3, Building no. | Residential Address: D-13/1, 5, Sports Road no. 8, Changan Town, Model Town-111, Dongguan City, Guangdong Province, China_| New Delhi- Date: 30" May, 2018 Place: Gurgaon (OPPO Mobiles india Private Limited Registered Office St Floor, Tower 8 Building No & DIF Cyber Cy, Garugram, Haryana CIN: \74140H2013PTCOSO892 Contact No, 0124472 777 mall infosonpomabile in Website: wwnwoppacon Page 12 of 12 122002 India,ANNEXURE-1 (An integral part of the Directors’ Report) FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] |, REGISTRATION AND OTHER DETAILS: CIN [U74140HR2013PTCO69892 Registration Date : 23% November, 2013 Name of the Company OPPO Mobiles India Private Limite Indian Non-Government Private | Company limited by shares. 05" Floor, Tower B, Building Number Category / Sub-Category of the Company Address of the Registered office 8, DLF Cyber City, Gurgaon, Haryana- 122002, IN | iG Yes, Company has listed its | Unsecured Non-Convertible Redeemable Debentures on the Bombay Stock Exchange. __| Link Intime India Private Limited Address: C-13, Pannalal silk Mills Compound, 1.8.5. Marg, Bhandup | (w)mumbai 400078 Whether listed company (Y/N) x Name, Address and Contact details of Registrar and Transfer Agent, if any Il, PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY Aili the business activities contributing 10 % or more of tie total turnover oF shall be stated:- s. | Name and Description of main products /| NIC Code of the |% to total | No. | services Product/ service | turnover of the _ i company 1 Manufacturing, wholesale trade, distribution 51 100 __*_| and marketing of Mobile phones a Ill. PARTICULARS OF HOLDING, SUBSIDIARY AND-ASSOCIATE COMPANIES: [s. Name and CIN/GLN Holding/ | % of Applicabl (No. | address of Subsidiary/ | shares e Section | the Company Associate __ held Page 1 of 15 (OPPO Mobiles india Private Limited Registered Office: St Foot, Tower-B, Building No. 8 DE Cyber Cty, Gur CIN No,:U74140HR2013PTCO69E02 Contact No, 01124472 7777 Ea 1m, Hanyana 122002 Indl, alsnfo2oppomebile in Website: wsrw.opp0.%Glory T 1 Concept Section | International ——- Holding | 99.97% | e7\i) | Limited ie _ | me Wholly Section 2] U74999HR2017PTC068328 | owned 100% Private subsidiary Br Limited eee aa | _ IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i) Category-wise Share Holding : a4 Category Chan | of No. of Shares held at the | No. of Shares held atthe end of | ge Sharehold | beginning of the year the year durin | ers gthe | . year Dema | Physica | Total | %of | Dema | Physica] Total | %of t fl Total | t i Total | | Shar Shar | i es es | Ta | Promoters, _ | t 7 (1) Indian oe a) Not | Not | Not | Not | Not | Not | Not | Not | Not | Individual/ | Applic | Applica | Applica | Appli | Applic | Applica | Applica | Appli | Appli HUF abie | bie bie cable | able | ble | ble cable | cable b) Central [Not [Not | Not | Not | Not | Not | Not | Not | Not Govt Applic | Applica | Applica | Appli | Applic | Applica | Applica | Appli | Appli = _able_| ble ble__| cable | able | ble ble _| cable | cable c} State Not Not Not | Not | Not | Not Not | Not | Not Govt(s) | Applic | Applica | Applica | Appli | Applic | Applica | Applica | Appli | Appli able | ble | ble | cable | able ble ble _| cable | cable | d)Bodies | Not | Not | Not | Not | Not | Not | Not | Not | Not Corp. Applic | Applica | Applica | Appli | Applic | Applica | Applica | Appli | Appli | able_| ble ble | cable | able | ble ble__| cable | cable e)Banks/ | Not | Not Not | Not | Not | Not Not | Not | Not | Fl Applic | Applica | Applica | Appli | Applic | Applica | Applica | Appli | Appli | able | ble ble ble _| cable | cable | #) Any Not | Not | Not Not | Not | Not Page 2 of 15, (OPPO Mobiles India Private Limited Registered Office: Sth Foor, Tower, Building No.8 DICybet Cty, Gurugram, Haryana 122002 Indi CIN No, U74140Hf2013°TC069692 Contact No, 01124472 777? E-mail infosiopoematilein Website: rvw-oppocomOPPpo Other... Applic | Applica ] Applica | Appli | Applic | Applica | Applica pera end able | ble | ble | cable| able | ble | ble | cable | cable Sub-total | Not | Not Not | Not | Not | Not Not | Not | Not | (a)(1)= | Applic | Apptica | Applica | Appli | Applic | Applica | Applica | Appli | Appli | ble ble | cable | able | _ ble ble__| cable | cable | (2) Foreign | | { | ‘a)NRis— | Not | Not | Not | Not | Not | Not | Not | Not | Not | Individuals | Applic | Applica | Applica | Appli | Applic | Applica | Applica | Applt | Appli | able |_ ble | ble | cable| able | ble | ble _| cable | cable | b)Other= | vi | 10,000 | 10,000 | 0.03 | wil a Nil | NT 00 | Individuals ¢) Bodies 29,493, | 29,493, 29,503, corn me Sar | gar [9997] | sar 7 | 300 | 100 d)Banks/ | Not | Not | Not | Not | Not | Not | Not | Not | Not Al Applic | Applica | Applica | Appli | Applic | Applica | Applica | Appli | Appli able_| ble | ble | cable| able | ble ble_| cable | cable | e) Any Not | Not | Not | Not | Not | Not | Not | Not | Not | Other... Applic | Applica | Applica | Appli | Applic | Applica | Applica | Appli | Appli | able ble | ble | cable | able ble ble _| cable | cable Sub-total | 29,503, | 29,503, 29,503, | 29,503, i 2). we Say | sar | 200 | ON Say | sar | 200 | 200 | Total | shareholdi | ng of mmr ||| an | ||P 20 | 20 AYA HANL | la L | | B. Public j | Shareholdi | ng I 1 Not | Not | Not Not | Not | Not | Not | Not Institution | Applic | Applica | Applica Applic | Applica | Applica | Appli | Appli s able | ble | ble able | ble ble_| cable | cable a)Mutual | Not | Not | Not Not | Not | Not | Not | Not Funds Applic | Applica | Applica Applic | Applica | Applica | Appli | Appli | able_| ble ble able_|_ble ble_| cable | cable | b)Banks/ | Not | Not | Not Not | Not | Not | Not | Not | Fl Applic | Applica | Applica Applic | Applica | Applica | Appi | Appli | able | ble | ble | able | ble | ble | cable | cable c} Central Not | Not | Not Not_| Not. Not | Not | Not | Page 3 of 15, (OPPO Mobiles india Private Limited Registered Offic: Sth Flot Tower, ung No.8 I Cyber ly, Gurugram Hacyana- 172002 nin CCINNo,; U74140H2012°TC069802 Contact No, 0124 472 7777 Email infasonpomabile.in Website: yr. oppo pue stus92 ay YpIM aaueps0Dze | & | eipuj ayy UI sjauueyp jJeIa4 soyesado auLjyo pawn 7 pue aurjuo yi0q uo (,s39npoag,) sauossazze ayeaug | 3 parejas pue (sauoydyews) saoinap jo suoneay 5 | og 86ET BI-Lt0z uoRNGiNSIp pue sajes 10) uaWIaa/8y sopuaA, quawisasdy sopuan | yaxgow s/w] € $ I ~ 1 a ~~ BuljpueH ajsOg pue AUediey | “sSoinvas Sues worn | ——-Suypuey a | SO'esz | BI-L10z uaamiag padueysxa NOW ayy sed sy] .oy juawaaiSe aomuas| pay ‘s/w | z 2 = — - /hueduiog ay jo sleyaq pawn 2 | Pauw] | Uo suoyes0] snouen ye arenld a | ayeALd SwAISAS [21 Bed PUe AUedWIOD | seWUAD aomJas Jo SuUado sutasAs & SUL 8T-LT0z uaamiaq pausis yenuod ayy sad sy | oy 40j uawaasBe aomuas | jax seg s/w | T ua ay) (AU —_— | 3) quaweduene suonpesuesy en u0> /swewe8ueue suonsesues, Juonpesueny Jsyesuos suonpesuen /syuaweueue /swawadueue | Aued parejey | on yo qunowly | 247 Jo suoResng | /spenuor ayy jo sua quayjes | /spenuos ayy yo amen | ay yo owen| “5 siseq yi8u9] sue ye suolpesuedy 10 syuaWaBUeWe 10 533e3}L109 aun Jo sjreyea (yt0z ‘seiny (stunosy) sejuedwio ayp Jo (Z)g sainy pue 3>¥ aY2 J0 YET UO!¥DaS Jo (z) UONIDaS-qns Jo (y) asney> oy quensung) Dow WuOI 4 zaunxaNny: (OPPO Mobiles India Private Limited Registered Office: th Floor Tow CIN No. 1741 40HR20130TCU59892 Contact No,:0124 4727777 E-mail: infooppomobile in Website: wwwroppo.cora| Q U v 0 1166.57 2017-18 i Towards Land purchase Loans and advances TEGNA Electronics Private Limited 5 ‘OPPO Mobiles india Private Limited Registered Office: Sth Flor Tower 8, Bulldng No. 8, DIF Cyber City, Gurugram, Haryana - 122002 in {IN No 474140118201 3°TC059892. Contact No, 0128-472 7777 E-mall:infoDoppomobilein Website: vxvw.oppo.corOppo ueo7 jo aimieu ap ul BaueApE 40 ueo} & apewi sey Avedwoo ay) uaa “Auedwso> Avepisgns pue Auedsoo quo. ed vN J SAJ2YS au) UI aaUeO} ayn Aq SWUAWISEAL] ‘Aueduio SuipjoH € ‘Auedwoo Aieipisgns jo siuno29e ay} uy Auedwoo quased vN 243 01 algeatidde se sainsopsip awes Aueipisans z 7 ~ junowe pue awed Aq pasos ‘ue S103294I YIyM UI Satueduso9/suILY 02 _ vN sueo| jo sumeu ayy ut saouenpe pue sure | aunowe pue auieu Aq sares20s5e 0} Auedwo9 8upjoy, vN ‘sueo] Jo aunieu au ut sa2ueRpe pue suLoy t (2s°99TT ‘suompN Ul unowy : -aseupund puey spuemoy PaqIwir] azeALg 52140429913 YNDAL OF unowe pue auleU Aq saueipIsqns 0: saauenpe jeydeo) saouenpe pue sue07 | suvo} jo aunieu ayy ui sasueape pue sutor = ou Seen eae iy = uyinp Suipueysino suaunsanuy /saouenpe /sueo| jo qunowe wnwixew aun puE - (Aue 41) sewoy ua sea ays 1e siUNoW. Jo sainsoj>siq Jo siunoa0e yp uy on's 8007 ‘suoRe|NZay (SanLNDes ygeq Jo Bust] pue anss}) 193s Jad se ainsopsiq ‘OPPO Mobiles India Private Limited Registered Office: Sth Foor, Tower B, uiling No. , OH Cyber Cy, Gaga, Haryana 122002 ind {CIN No,:U74)20H192013°1C059892 Contact No,:024 472.7777 E-mal:infosoppemabilein Website: \weppo.comOPpPpo Annexures-3 ion 134(3)(m) read with rule 8(3) of the Companies (Accounts) Rules, 2014 Details pursuant to Sec ' {A) Conservation of energy- 1) the steps taken or impact on conservation of energy: NIL 2) the steps taken by the company for utilizing alternate sources of energy: NIL 3). the capital investment on energy conservation equipment: NIL (B) Technology absorption- 2) the efforts made towards technology absorption: NIL 2) the benefits derived like product improvement, cost reduction, product development or import substitution: NIL 3) _in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- a) the details of technology imported: NIL b) the year of import: NIL c) whether the technology been fully absorbed: NIL d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; NIL and 4) the expenditure incurred on Research and Development: NIL (C) Foreign exchange earnings and Outgo ‘The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows. Foreign Exchange Earnings: In Millions: .38 Foreign Exchange Outzo: In Million: 400.31 ‘OPPO Mobiles india Private Limited Registerad Offic: Sth Foc, Tower, ung No. & DIfCyber Cty, Gurugram, Haryana 122002 Ina ‘CIN. :U74140+2013P1C069892. Contact No, 0124 472 7777 €-mal:infosioppemotiein Website: werwopp0comOppo Annexure: CORPORATE SOCIAL RESPONSIBILITY POLICY A. Philosophy As a conscientious corporate citizen, OPPO Mobiles india Private Limited (hereinafter referred to as “OPPO") recognises its role and responsibility to address some of India’s most pressing challenges relating to education, health, equality and access. Culture of our Company i.e. OPPO is Benfen i.e. working with the follow up of Moral principles, correct rational path for achieving its targets. We are committed to enable people and technology to drive innovation, disseminate knowledge, and create shared value to improve lives With its nationwide network and operations, OPPO is committed to provide innovative, affordable and customer friendly services that enable people to connect and communicate with each other in a seamless manner. Being a leading player in the Mobile phone industry, it aims to lead the path not only through products and services, but also via sustainability and CSR initiatives. The need to engage in responsible practices is led by an intense desire to contribute positively towards the three pillars of sustainability and CSR ~ Social, Economic and Environmental. These three pillars are integral to the way OPPO runs its business and designs its policies. The Mission, Vision and Values of the organisation clearly reflect its commitment, not only to the direct stakeholders but also to the society, in which it operates. OPPO remains committed to act responsibly and ethically to maintain the trust of its customers, its employees and other stakeholders. }. CSR Programmes Our programmes/projects areas shall be aligned with the national development priorities and the needs of the communities and will be in sync with schedule Vil of Section 135 of the companies Act 2013. In all our CSR programmes, we shall encourage use of mobile technology, employee volunteerism, partnerships and innovations. (OPPO Mobiles india Private Limited Registered Office: Sth Foor, Tower 8, Building No. DI Cyber City, Guregram, Haryana 122002 india CIN No, 74140HR2013PTC065892 Contact No.: 0124 472.7777 Exmall:infomopsomabilin Website: vrs.0p920.comnbaa BENEFICIARIES Healthcare |___Technoloey _ feecesoMicriy aria Empowerment S < Focus on prevention of human immunodeficiency virus, acquired immune deficiency syndrome, malaria and other cseases, improvement of nutrition, water, sanitation. & maternal Neath snd Focus on promoting ecological balance, energy conservation, effective waste management and ensuring employment sustainability Contribution towards disaster preparedness and humanitarian aid oe —s - Eradication of Poverty S, | Sit natn coe Govern srorares or eatin of ures and prey enhance lvolinood promotion, and generate employment fo the nearby a aeas / (suo port development of and creating innovative mobile technologies Support to Contribution tothe Prime Ministers National Relief Fund of any other fund setup by the Cental ‘Government or the sate Governments or sco-econamic development and cele enTunds or the Central/State Funds selec . Hore ofthe Seheguled ee pC oc OPPO Mobiles India Private Limited, through its CSR shall support programmes/projects and activities in the following domain: 1. Empowerment a) b) Programmes/projects that promote gender equality, support creation of opportunities and facilitate employment for women, the differently abled and other weaker sections of the society Facilitate financial support and provide educational materials, information and tools such as books, periodicals, computer equipment to female customers with a view to make them more educated and thus socially and economically empowered. ‘OPPO Mobiles India Private Limited CIN No,:U74740882013P1C069892 Contact No. 0724 4727777 Er Registered Office: th Floor, Tower 8, uiling No. 8 OM Cyer City, Gurugrar, Maryan 122002 ind al nfasoppomabilen Website: www.0ppacomOppo 2. Healthcare a) Programmes/projects that help in reducing child mortality, improving maternal health, combat and prevent diseases, facilitate hygiene and sanitation etc. b) Utilize mobile technology solutions to promate healthcare education, raise awareness about road safety, radiation etc. and share information and best, practices in the area of health, safety and well-being, 3. Education a) Promote access and quality of education and foster research and development through creating infrastructure, promote scholarships, research grants among others in schools, colleges and universities b) —_ Programmes/projects on vocational training for specially-abled people, socially and economically backward, and other weaker sections of the society 4. Environment Supporting programmes/projects that focus on conservation of the environment, encourage use of renewable energy, ensure environmental sustainability, proper waste management, reducing the carbon footprint and preserve the balance of ecology 5. Disaster Relief a) Engage with not-for-profits to deliver programmes/projects that organize for reaching out to the communities with news, updates, and warnings about the calamities. b) —_Programmes/projects which contribute towards disaster preparedness and humanitarian aid. 6. __ Eradication of Poverty a) Programmes/projects and initiatives to impart financial literacy to facilitate financial inclusion b) —_Programmes/projects that help income generation, skill trainings, and information dissemination programs related to farming, agricultural practices and animal husbandry to support farmers with an aim to encourage rural development and reduce poverty and hunger (OPPO Mobiles India Private Limited Registered Office: sth lon, Tover- 8, Bulding No.8, DI Cbr City, Gurugram, Haryana 122002 Inia, {IN No, :U74140H2013°7C059692 Contact No. 0124-472 7777 E-mail: infosoppamobilein Website: w¥oppo.corOPPO 7. Technology Incubators Support a technology incubator with an objective of institutionatizing employment generation activities as well as encourage development of innovative technologies, products, services and application in the digital and telecommunication space, These innovations will help in extending the CSR agenda of the Company 8. Support to Central/State Funds Contribution to the Prime Minister's National Relief Fund or any other fund set up by the Central Government or the State Governments for Socio- Economic development and relief and funds for the welfare of the Scheduled Castes, the Scheduled Tribes, other backward classes, minorities and women, ¢. Implementation The Company will implement its CSR projects/programmes through company set up by OPPO or implementing partners within India. While executing CSR activities, the Company shall ensure that such activities are not in normal pursuance of its business. The board or CSR Committee shall ensure that its Implementing partners are entities registered as Trusts or Society or Company or Section 8/Section 25 company or Department of Science & Technology (DST) certified technology incubators or through collaborative projects with other corporates. The implementing partner should not have less than three years’ experience in implementing projects. These agencies will be screened based on OPPO's internal screening criteria to ascertain the entity’s credibility and its ability to execute the proposed projects. The CSR Committee will oversee implementation and monitoring of all CSR projects / programmes with periodic visits and reports. D, Governance The approval of the CSR policy and overall oversight is the responsibility of OPPO’s Board Of Directors. The responsibility of the CSR committee is to promote the strategy and administer and execute the policy through the Corporate Foundation or an implementing partner(s). The CSR committee is to ensure that projects/programmes are compliant with this Policy and are monitored and reported effectively. Roles and Responsibilities: Board of Directors Di Gyr City, Gurugram, Haryana 122602 ina, (OPPO Mobiles india Private Limited Registered Office: Sth Foor, Tower 8 Bulding No. {IN No, 1741 40H2013PTC059892 Contact No.: 0124 4727727 Ema infosoppornotile in Website: rww.0ppa.comOppo The Board of Directors of the Company will be responsible for: 1. Approval of the CSR Policy of the Company. 2. Disclosing the content of the Policy in its report and place the Policy on the Company's website in such a manner as prescribed under Section 135 of the Companies Act 2013 read with the CSR Rules 3. Ensuring that the Company spends, in every financial year, at least two percent of the average net profits of the Company made during the three immediately preceding financial years in pursuance of the Policy. 4, Ensuring that it specifies the reasons in its report for not spending the earmarked amount in case the Company fails to spend such amount during the financial year. 5. The Board shall have the power to make any change(s) in the Committee constitution. Roles and Responsibilities: CSR Committee 1. Prepare, revise and modify the CSR Policy for the Company and place the same with the Board of Directors for their approval; 2. Ensure that the programmes, projects and activities supported through OPPO Limited are aligned with the approved CSR policy of the Company and are also aligned to the activities prescribed in Schedule VI; 3. Review and approve annual budgets with respect to CSR programmes; 4, Incase the Company is not able to spend two percent of the average net profits of the last three financial years or any part thereof, the CSR Committee shall provide the reasons for not spending the amount to the Board which shall also be included in the Board’s report; 5. Review performance and effectiveness of projects supported: f 6. Develop and institutionalize a CSR reporting mechanism in light with Section 135 of the Companies Act 2013 read with Rule 8 of the CSR rules framed thereunder; 7. Respond to any query, observation or clarification sought by the Ministry of Corporate Affairs or any other regulatory authority with regard to CSR supported activities; 8. Ensure that OPPO's website displays the approved CSR policy of the Company; 9, Reviewing the findings and recommendations from any investigation or audit by regulatory agencies or external auditors or consultants concerning OPPO's CSR matters; E. CSR Expenditure CSR expenditure will include all expenditure, direct-and indirect, incurred by the Company on CSR Programmes undertaken in Tn approved CSR Plan. Moreover, any (2( tegat ‘OPPO Mobiles india Private Limited Registered Office: Sth Foor Tover- 8, Builng No.8, DIFG/ber Cy, Gurugram, Haryana 122002 India {IN No, :U74140H/2013°1C059892 Contact No,: 0128 472 7777 Exmaiinfosappomobilen Website: \r7.0990.6omsurplus arising from any CSR Programmes shall be used for CSR. AccorSina a come arising from CSR Programmes will be netted off from the CSR expenditure and such net amount will be reported as CSR expenditure. 4M a INN. ; UP4940HR201°TCO69HN? Contact No, 0128-472 7777 Emall: in jpoomobilein Website: wwzeppo.com