Optimus Finance Ltd Directors Report

To,

Dear Members,

The Directors are pleased to present to you the 35^th Annual Report of Optimus Finance Limited, ("the Company") on business and operations of Company along with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended 31^st March,202 6.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the year ended 31^st March, 2026 on a Standalone and Consolidated basis, is summarized below:

( in Lakh)

	Standalon Basis		Consolidated Basis
Particulars	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	129.21	148.72	18,594.13	15,826.79
Total Revenue From Operations	129.21	148.72	18,594.13	15,826.79
Other Income		2.00	376.72	192.60
Total Income	129.21	150.72	18,970.85	16,019.39
Finance Cost	2.30	3.18	388.36	315.20
Fees and Commission Expense
Cost of Material Consumed			12,618.72	10,738.54
Purchase Of Stock in trade			2,777.65	2201.24
Purchase Of Shares
Changes in inventories to finished goods, stock in trade and Work-in-progress			(41.76)	(75.29)
Employee benefits expenses	45.71	46.15	837.97	743.72
Depreciation, amortization and impairment			222.30	168.52
Other expenses	19.42	29.76	1,000.39	824.41
Total expenses	67.43	79.10	17,803.62	14,916.35
Exceptional items	-	-	-	-
Profit /(Loss) before Tax	61.77	71.62	1,167.23	1103.04
Less: Tax Expenses
Current Tax	15.39	18.03	91.12	139.79
Deferred Tax	(0.87)	0.37	100.27	3.16
Income Tax Earlier Years
Excess or short provision of earlier years
Profit after tax for the Period	47.25	53.22	975.84	960.09
Total Other Comprehensive income			571.08	129.97
Total Comprehensive income / (loss) for the Period	47.25	53.22	1,546.93	1090.06

Note:

The above figures are extracted from the Audited Standalone and Consolidated Financial statements prepared in accordance with Indian Accounting Standards (Ind AS) as specified in the Companies (Indian Accounting Standards) Rules, 2015, read with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. RESULTS OF OPERATIONS AND THE STATE OF

COMPANYS AFFAIRS:

Operational Highlights:

The Company is engaged in the business of granting Loans and making Investments. Its subsidiary, namely Maximus International Limited (‘MIL) is engaged in the business of importing and exporting lubricant oils and different types of base oils. The Company acts as a Merchant Exporter and Sourcing Company with a niche focus on lubricants & base oils.

Further, a Wholly Owned Subsidiary (WOS) of the Company in the name of ‘Maximus Infra Ventures Limited is incorporated on 11^th July 2024 which shall enable to capitalize on growth opportunities in the dynamic real estate, infrastructure and construction sector. This strategic move will enhance the Companys agility and strengthen its customer-centric approach, positioning it for sustained success in these markets.

MIL has two Wholly Owned Subsidiaries - Maximus Global FZE (‘MGF) and MX Africa Limited (‘MXAL).

MGF is located at United Arab Emirates (UAE) and registered with Hamriyah Free Zone Authority, Sharjah. MGF is engaged in Marketing and Export of specialty, industrial and automotive lubricants.

MXAL is located at Nairobi, Kenya. MXAL is a Marketing and Distribution entity for specialty, industrial and automotive lubricants, specialty chemicals and other value-added products.

Maximus Lubricants LLC (‘MLL) is a subsidiary of MGF and Step-down Subsidiary of MIL. MLL is a state-of-the-art manufacturing unit for specialty, industrial and automotive lubricants, specialty chemicals and other value-added products in Ras Al Khaimah, UAE. MLL has a highly trained professional team and a robust distribution network.

Quantum Lubricants (E.A.) Limited (‘QLL) is a Wholly Owned Subsidiary of MXAL and Wholly Owned Step-down subsidiary of MIL. QLL has a manufacturing facility for specialty, industrial and automotive lubricants, specialty chemicals and other value-added products.

Standalone Financial Performance:

Total revenue from operations on a standalone basis for the current year is 129.21 Lakhs as against 148.72 Lakhs in the previous year.

Net profit for the current year is 47.25 Lakhs as against the net profit of 53.22 Lakhs in the previous year.

Earnings per share stood at 0.06 on Face Value of 1each.

Consolidated Financial Performance:

Total revenue from operations on a consolidated basis for the current year is 18,594.13 Lakhs as against 15,826.79

Lakhs in the previous year.

Net Profit for the current year is 975.84 Lakhs as against

960.09 Lakhs in the previous year.

Earnings per share stood at 0.78 on Face Value of 1 each.

3. INDIAN ACCOUNTING STANDARDS:

The Financial Statements for the year ended on 31^st March, 2026 have been prepared in accordance with the Companies (Indian Accounting Standard) Rules, 2015, prescribed under Section 133 of the Companies Act, 2013 (‘the Act) read with Companies (Indian Accounting Standard) Rules, 2015 as amended and other recognized accounting practices and policies to the extent applicable.

4. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of your Company and its subsidiaries are prepared in accordance with Section 133 and other applicable provisions of the Act as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations) together with Auditors Report thereon form part of this Annual Report.

5. DIVIDEND:

Your Directors have been planning to conserve the profits and continued investment in the business of the company, reason being no dividend is recommended for the Financial Year 2025-26.

Dividend distribution policy is not applicable to the Company.

6. TRANSFER TO RESERVES:

The Company during the year under review, in accordance with Section 45-IC(1) of the Reserve Bank of India Act, 1934 has transferred 9.45 Lakhs to Reserve of the Company.

7. SUBSIDIARYCOMPANIES/JOINT VENTURE/ ASSOCIATES:

As on 31^st March 2026, your Company has following Subsidiary(ies)/Step-down subsidiaries:

i. Maximus Infra Ventures Limited – Wholly Owned Subsidiary ii. Maximus International Limited - Subsidiary Company iii. Maximus Global FZE – Step-down Subsidiary - in Sharjah - UAE (Wholly Owned Subsidiary of Maximus International Limited) iv. MX Africa Limited – Step-down Subsidiary - in Nairobi - Kenya

(Wholly Owned Subsidiary of Maximus International Limited) v. Maximus Lubricants LLC – Step-down Subsidiary - in RAK - UAE (Subsidiary of Maximus Global FZE) vi. Quantum Lubricants (E.A.) Limited – Wholly Owned Step-down Subsidiary - in Nairobi - Kenya (Wholly Owned Subsidiary of MX Africa Limited)

During the Financial Year, your Board of Directors reviewed the affairs of the Subsidiaries/Step-Down subsidiaries. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (‘the Act), a statement containing salient features of nancial performance of

Subsidiaries/Step-Down subsidiaries in Form AOC-1 is furnished in ANNEXURE-1and attached to this Report.

Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate audited financial statements in respect of each Subsidiaries/Step-down subsidiary are available on the website of the Company www.optimusfinance.in

The Company does not have any Joint Venture or Associate Companies during the year or at any time after the closure of the year and till the date of the report. The Policy for determining Material Subsidiaries of the Company, as approved by the Board, has been provided on the Companys website at www.optimusfinance.in

8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

No significant and material orders were passed by the Regulators or Courts or Tribunals, which impact the going concern status and Companys operations in future.

9. REPORT ON CORPORATE GOVERNANCE:

Pursuant to Regulation 34 read with Para C of Schedule V of the SEBI Listing Regulations, the Corporate Governance Report of the Company for the year under review and the Practicing Company Secretary Certificate regarding compliance of conditions of Corporate Governance is annexed to this report as ANNEXURE-2.

In compliance with the requirements of Regulation 17 of the SEBI Listing Regulations, a Certificate from the Whole Time Director and Chief Financial Officer of the Company, who are responsible for the finance function, was placed before the Board.

All the Board Members and Senior Management Personnel of the Company had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Whole Time Director is annexed as a part of the Corporate Governance Report.

10. BUSINESS RESPONSIBILITY AND SUSTAINABILTY REPORT:

The Board of Directors of the Company hereby confirms that according to the provisions of Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report is not mandatorily applicable to the Company for the year under review ended on 31^st March 2026, hence not annexed with Annual Report.

11. DETAILS OF CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of Board of Directors of the Company is in compliance with the Companies Act, 2013 and SEBI Listing Regulations.

Director liable to retire by rotation:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Dipak Raval (DIN: 01292764), Whole Time Director of the Company who is liable to retire by rotation at the ensuing 35^th Annual General Meeting of the Company and being eligible, offers himself for re-appointment.

Resignation of Directors:

Mr. Rahil Thaker (DIN:07907715) has been resigned from the position of Non-Executive Independent Director of the company with effect from 6^th July, 2026 due to personal and unavoidable circumstances and he further confirms that there are no other material reasons for resignation other than those provided.

Appointment and Re-Appointment of Directors:

I.The prevailing 3 (Three) year term of Mr. Dipak Raval (DIN: 01292764) as a Whole Time Director of the Company which commenced from 10^th August, 2023 to 9^th August, 2026. Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board in its meeting held on 08^th August, 2026 approved the re-appointment of Mr. Dipak Raval as a Whole Time Director, liable to retire by rotation for a further term of 5 (Five) years with effect from 10^th August 2026 ,to 9^th August 2031 including continuation in office beyond his age of 70 (Seventy) years subject to approval by the members of the Company by means of a special resolution at ensuing Annual General Meeting.

II.Ms. Divya Zalani (DIN: 09429881) Non- Executive Independent Director, was appointed at 31^st Annual General Meeting of the Company to hold office for a term of 5 (five) consecutive years with effect from 31^st December, 2021 to 30^th December, 2026 (both days inclusive) and not liable to retirement by rotation. Accordingly, Based on the recommendation of the Nomination and Remuneration Committee, the Board approved the re-appointment of Ms. Divya Zalani (DIN: 09429881) as Non- Executive Independent

Director of the Company for the second consecutive term of 5 (five) years, with effect from 31^st December, 2026 to 30^th December, 2031 (both days inclusive), subject to approval by the members of the Company at ensuing Annual General Meeting by means of a special resolution and she shall not be liable to retire by rotation.

III. Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors approved the appointment of Mr. Ramesh Kheradia (DIN: 11804859) as an Additional Director in the category of Non-Executive Independent Director of the Company with effect from 26^th August, 2026, subject to the approval of the Members of the Company.

The Board has further approved the appointment of Mr. Ramesh Kheradia as a Non-Executive Independent Director of the Company for a term of five (5) years with effect from 26^th August, 2026 to 25^th August, 2031, not liable to retire by rotation, subject to the approval of the Members at the ensuing Annual General Meeting.

In the opinion of the Board, Mr. Ramesh Kheradia fulfils the conditions for appointment as an Independent Director as specified under the Companies Act, 2013 and the rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. He is independent of the management and possesses the requisite skills, expertise, experience and knowledge relevant to the business and affairs of the Company.

Considering his extensive knowledge, experience and educational background, the Board is of the opinion that his appointment as an Independent Director is in the best interests of the Company. The requisite details regarding his appointment are provided in the Notice convening the 35^th AGM of the Company.

Key Managerial Personnel:

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on 31^st March, 2026:

Mr. Dipak Raval - Chairman & Whole Time Director

Mr. Milind Joshi - Chief Financial Officer

Ms. Vruti Surti– Company Secretary (With effect from 28^th April, 2025.)

12. MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES:

The Board met 5 (Five) times during the Financial Year 2025-26, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Act and the SEBI Listing Regulations.

Information on the Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee and meetings of the respective Committees held during the year is given in the Corporate Governance Report.

13. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from all the Independent Directors of the Company in accordance with Section 149 (7) of the Companies Act 2013, that they meet the criteria of independence as laid out in Section 149(6) of the said Act and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). There has been no change in the circumstances affecting their status as an Independent Director during the year.

The Independent Directors have also confirmed that they have complied with Schedule IV of the Companies Act, 2013 and the Companys Code of Conduct.

The Board of Directors is of the opinion that all the Independent Directors possess requisite qualifications, experience and expertise in industry knowledge and corporate governance and they hold highest standards of integrity.

None of the Independent Directors hold any equity shares of your Company during the Financial Year ended 31^st March, 2026.

None of the Directors haveany relationships inter se.

All the Independent Directors of your Company have confirmed their registration/renewal of registration on Independent Directors Databank.

14. BOARD EVALUATION:

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

15. DIRECTORSRESPONSIBILITY STATEMENT :

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal Auditors, Statutory Auditors and Secretarial Auditors, including the Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during Financial Year 2025-26.

Accordingly, pursuant to Sections 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

i. in the preparation of the Annual Financial Statements for the Financial Year ended 31^st March 2026, the applicable Indian Accounting Standards (Ind AS) have been followed along with proper explanation relating to material departures, if any.

ii. they have selected such accounting policies and applied them consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2026, and of the profit of the Company for the period ended on that date.

iii. proper and sufficient care has been taken for the 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 fraud and other irregularities.

iv. the annual accounts have been prepared on a going concern basis.

v. proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi. systems to ensure compliance with the provisions of all applicable laws were devised and in place and were adequate and operating effectively.

16. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Nomination &Remuneration Committee (NRC) has been mandated to oversee and develop competency requirements for the Board based on the industry requirements and business strategy of the Company. The NRC reviews and evaluates the profiles of potential candidates for appointment of Directors and meets them prior to making recommendations for their nomination to the Board. Specific requirements for the position, including expert knowledge expected, are communicated to the appointee.

It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and all other employees is in accordance with the Remuneration Policy of the Company. The Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at www.optimusfinance.in.

17. RISK MANAGEMENT:

The Company has a mechanism in place to identify, assess, monitor, and mitigate risks associated with its key business objectives. Major risks identified by the businesses and functions are systematically addressed through appropriate mitigating actions ona continuing basis.

18. ANNUAL RETURN:

In compliance with Section 92(3) and 134(3)(a) of the Act, Annual Return in Form MGT-7 is available on Companys website and can be accessed at www.optimusfinance.in

19. RELATED PARTY TRANSACTIONS:

During the year under review, no transaction with related parties was in conflict with the interests of the Company. All Related Party Transactions are placed on a quarterly basis before the Audit Committee and before the Board for the noting and approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseeable and repetitive in nature.

The policy on Related Party Transactions as approved by the Board can be accessed on the Companys website at www.optimusfinance.in

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Act in Form AOC-2 is annexed herewith as ANNEXURE-3 to this Report.

20. BOARD COMMITTEES:

The Board has constituted an Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, in terms of the requirements of the Companies Act, 2013 read with the Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details relating to their terms of reference, composition, etc. are provided in the Corporate Governance Report, which forms part of this Report as ANNEXURE: 2 The Board has accepted all recommendations of the above Committees.

21. NOMINATION & REMUNERATION POLICY:

Pursuant to Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, your Company has in place a Nomination and Remuneration Policy which lays down a framework in relation to criteria and qualification for nomination & appointment of Directors, positive attributes and independence of a director, remuneration of Directors, Key Managerial Personnel and other employees of the Company. The policy also lays down criteria for selection and appointment of Board members. The said policy has been posted on the website of the Company and the web link thereto is: www.optimusfinance.in

22. REPORTING OF FRAUD(S):

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143(12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards Report, which forms part of this Annual Report.

23. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position of your Company between the end of the financial year to which the financial statement relates and date of this Report, which could have an impact on your Companys operation in the future or its status as a "Going Concern".

24. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of your Company.

25. CHANGE OF REGISTERED OFFICE OF THE COMPANY WITHIN THE LOCAL LIMITS OF THE CITY:

During the year under Review, the Board of Directors, through Circular Resolution passed on 10^th March, 2026, approved the shifting of the Registered Office of the Company within the local limits of the City. Accordingly, the Registered Office of the Company was shifted, with effect from 10^th March, 2026, from "504A, OZONE, Dr. Vikram Sarabhai Marg, Vadi-wadi, Vadodara, Vadodara-390003, Gujarat, India" to "301-304, Sears II, East Wing, Gotri-Sevasi Road, Sevasi, Vadodara-391101, Gujarat, India".

26. DEPOSITS:

The Company has not accepted deposits within the meaning of Section 73 and 74 covered under Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year and hence there were no outstanding deposits and no amount remaining unclaimed with the Company as on 31^st March, 2026. Further, the Company has not also accepted any Deposit which are not in compliance with the requirement of Chapter V of the Companies Act, 2013.

The details of loan from the Directors of the Company not considered as Deposit under the Companies (Acceptance of Deposit) Rules, 2014, are disclosed in the Audited Financial Statements of the Company

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are as set out in the notes to the accompanying financial statements provided in this Integrated Annual Report.

28. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, neither any application was made, nor any proceedings were pending under Insolvency and Bankruptcy Code, 2016.

29. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

There was no one-time settlement entered into with any Bank or Financial Institutions in respect of any loan taken by the Company.

30. AUDITORS:

30.1 STATUTORY AUDITORS

M/s. Shah Mehta and Bakshi, Chartered Accountants (Firm Registration No. 103824W) (SMB) were appointed at the 30^th Annual General Meeting (AGM) of the Company held on 30^th September, 2021 for a term of 5 (five) years i.e. from the conclusion of 30^th AGM until the conclusion of 35^th AGM of the Company to be held in relation to the financial year ending on 31^st March, 2026. As explained in the explanatory statement to the Notice of the AGM, SMB vide its letter dated 14^th August, 2026 submitted resignation to the Board and Audit Committee giving the detailed reasons, stating non-acceptance of proposal to increase in audit fees. However, based on the recommendation of the Audit Committee, the Board of Directors of the Company at its meeting held on 14^th August,2026 noted and accepted the resignation of SMB.

In this regard, the Board of Directors of the Company at their meeting held on 26^th August, 2026 has approved the appointment of M/s. Ambalal M. Shah & Co., Chartered Accountants (Firm Registration No. 0100304W) as Statutory Auditors of the Company to fill casual vacancy consequent to the resignation of SMB till ensuing 35^th AGM of the Company.

Further, the Board on recommendation of the Audit Committee and subject to the approval of the shareholders of the Company, approved the appointment of M/s. Ambalal M. Shah & Co., Chartered Accountants (Firm Registration No. 0100304W) for term of 5 (five) consecutive years, from the conclusion of this 35^th AGM till the conclusion of the 40^th AGM of the Company to be held in relation to the financial year ending on 31^st March, 2031 at such remuneration, including applicable taxes and reimbursement of out-of-pocket expenses, as may be mutually agreed between the Board of Directors of the Company and the Statutory Auditors.

Appropriate resolution seeking Members approval for the appointment of M/s. Ambalal M. Shah & Co., as Statutory Auditors of the Company is appearing in the Notice conveying the ensuing AGM of the Company.

STATUTORY AUDITORS REPORT

The observations made by the Statutory Auditors in their Report read with the relevant notes as given in the Notes to the Financial Statement for the Financial Year ended on 31^st March, 2026 are self- explanatory and are devoid of any reservation, qualification or adverse remarks.

30.2 SECRETARIAL AUDITOR

In compliance with the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI Listing Regulations 2015, Mr. Kamal A. Lalani, Peer-reviewed Practicing Company Secretary (Membership No. F13814 & Peer Review Number 6618/2025), was appointed as Secretarial Audit of the Company by the Members at their 34^th AGM held on 30^th September, 2025 for a term of five years commencing from financial year 2025-26 till financial year 2029-30.

SECRETARIAL AUDIT REPORT

The report of the Secretarial Auditor in the prescribed Form MR-3 is annexed herewith as ANNEXURE-4. The Secretarial Auditors Report for Financial Year 2025-26 does not contain any qualification, reservation or adverse remark.

ANNUAL SECRETARIAL COMPLIANCE REPORT

Annual Secretarial Compliance Report for the Financial Year ended 31^st March, 2026 on compliance of all applicable SEBI Listing Regulations and circulars/guidelines issued thereunder, was obtained from Mr. Kamal A. Lalani, Practicing Company Secretary, Vadodara, Gujarat.

The Annual Secretarial Compliance Report for Financial Year 2025-26 was submitted to the Stock Exchange in accordance with the timelines prescribed under Listing Regulations.

30.3 INTERNAL AUDITOR

M/s. DVG & Associates, Chartered Accountants, Vadodara (Firm Registration No: 130882W) resigned as an Internal Auditor of the Company with effect from 13^th August, 2025. Consequently M/s. Ajit Tushar & Co., Chartered Accountants, Vadodara (Firm Registration No: 136343W) has been appointed as an Internal Auditor of the Company commencing from Second Quarter of the Financial Year 2025-26 till the Financial Year 2027-28 under Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014.

31.COST AUDIT :

Your Company is not required to maintain cost accounting records as specified under Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

32.VIGIL MECHANISM/WHISTLE BLOWER POLICY :

The Company has established a Vigil Mechanism and adopted a Vigil Mechanism Policy for its Directors and Employees in order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior. This policy is posted on the website of Company at www.optimusfinance.in

33. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory/regulatory compliances. The Company has a strong monitoring and reporting process resulting in financial discipline and accountability.

34.CHANGES IN SHARE CAPITAL :

During the year under review, there was no change in the Issued, Subscribed and Paid -Up Capital Structure of the Company.

The Capital structure of the Company as on 31^stMarch, 2026 is as follows:

Type of Capital	No. of shares	Face Value (In Rs.)	Total Share capital (In Rs.)
Authorised Share Capital	7,50,00,000	1	7,50,00,000
Issued, Subscribed and Paid-Up Share Capital	7,47,23,000	1	7,47,23,000

Further, during the year under review the Company has not made buyback of shares or has not issued Bonus Shares, Sweat Equity Shares, Equity with differential voting rights and Employee stock option.

The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares to the Employees or Directors of the Company, other than under ESOP Plan. No disclosures are required under Section 67(3)(C) of the Companies Act, 2013 ("Act") in respect of voting rights not exercised directly by the employees of the

Company as the provisions of the said Section are not applicable.

Alteration of ‘Capital Clause of Memorandum of Association During the year under review, there was no alteration of ‘Capital Clause of Memorandum of Association of the Company.

35.CORPORATE SOCIAL RESPONSIBILITY (CSR) :

The provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company for the financial year under review, as the Company does not satisfy any of the prescribed thresholds.

36. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTORS EDUCATION AND PROTECTION FUND (IEPF):

Since no dividend has been declared by the Company, there was no unpaid/unclaimed dividend and accordingly no amount transferred to the Investor Education and Protection Fund, and the provisions of Section 125 of the Act do not apply.

37. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in ANNEXURE-5of the Annual Report.

The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. Internal Complaints Committee (ICC) has been set up to redress complaints regarding sexual harassment, if any

Following are the details of the complaints received by your Company during Financial Year 2025-26:

Sr. No. Particulars	Number
1 No. of complaints received during the year	Nil
2 No. of complaints disposed off during the year	NA
3 No. of cases pending for more than 90 days during the year	NA

A copy of the said policy is available on the website of the Company at www.optimusfinance.in

39. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

During the year under review, the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including relating to maternity leave and other benefits to the women employees.

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

(A) The information relating to conservation of energy as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3)(A) of the Companies (Accounts) Rules, 2014 is not applicable to the present activities of your Company and hence no annexure forms part of this report.

(B) Technology Absorption: The management keeps itself abreast of the technological advancements in the industry and has adopted best-in-class transaction, billing and accounting systems, along with robust risk management solutions.

(c) The Company has neither earned nor used any foreign exchange during the year underreview.

41 . MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of the SEBI Listing Regulations is presented in ANNEXURE-6 and the same is for the part of this Report

42.COMPLIANCE WITH SECRETARIAL STANDARDS:

Your company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act from time to time and that such systems are found to be adequate and operating effectively.

43.LISTING OF EQUITY SHARES :

The Equity Sharesof the Company are listed on the BSE Limited (BSE).

44.GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items, during the year under review:- a. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016). b. Details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Bank or Financial Institution. c. Giving of loan to person in employment of the Company with a view to enabling him/her to purchase or subscriber for fully Paid-up Equity Shares in the Company. d. Revision of Financial Statement and Boards Report. e. Pledge of Equity Shares of the Directors of the Company with any Bank or Financial Institution.

45. KYC REGISTRATION FOR HOLDERS OF PHYSICAL SHARES:

All shareholders of the Company holding shares in physical form are requested to update their Mobile number, PAN, Address, Email ID, Bank account details (KYC details) and Nomination details with the Companys Registrar and Share Transfer Agent (RTA) at the earliest, in case the same are not updated.

The relevant forms for updating the KYC information and Nomination details are provided on the website of the Company www.optimusfinance.in

46.GREEN INITIATIVES:

In commitment to keep in line with the green initiatives and going beyond it, electronic copy of the Notice of 35^th Annual General Meeting of the Company including the Annual Report for Financial Year 2025-26 are being sent to all Members whose e-mail addresses are registered with the Company/ Depository Participant(s).

47. ACKNOWLEDGEMENT:

The directors express their earnest gratitude to all external agencies for the assistance, co-operation and guidance received. Your directors place on record their deep sense of appreciation for the dedicated services rendered by the workforce of the Company. Further yourdirectors would like to thank and place on record their gratitude to all the members of the Company for their faith in the management and continued affiliation with the Company.

For and on behalf of the Board

For Optimus Finance Limited

SD/-

Dipak Raval

Chairman & Whole Time Director

DIN: 01292764

Date: 26.08.2026

Place: Vadodara