Optimus Finance Ltd Directors Report

To,

Dear Members,

The Directors are pleased to present to you the 34th Annual Report of your Company 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 31st March 2025.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the year ended 31st March, 2025 on a Standalone and Consolidated basis, is summarized below:

(Rs. in Lakh)

Particulars	Standalone basis		Consolidated basis
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	148.72	127.87	15,826.79	10,987.34
Total Revenue From Operations	148.72	127.87	15,826.79	10,987.34
Other Income	2.00	0.18	192.60	430.75
Total Income	150.72	128.05	16,019.39	11,418.08
Finance Cost	3.18	2.86	315.20	208.09
Fees and Commission Expense
Cost of Material Consumed			10,738.54	6793.95
Purchase Of Stock in trade			2201.24	2255.08
Purchase Of Shares
Changes in inventories to finished goods, stock in trade and Work-in-progress			(75.29)	32.27
Employee benefits expenses	46.15	33.25	743.72	457.35
Depreciation, amortization and impairment			168.52	135.53
Other expenses	29.76	16.86	824.41	617.77
Total expenses	79.10	52.97	14,916.35	10,500.03
Exceptional items	-	260.09	-	-
Profit /(Loss) before Tax	71.62	335.17	1103.04	918.05
Less: Tax Expenses
Current Tax	18.03	43.18	139.79	83.67
Deferred Tax	0.37	8.18	3.16	11.54
Income Tax Earlier Years
Excess or short provision of earlier years				0.51
Profit after tax for the Period	53.22	283.81	960.09	822.33
Total Other Comprehensive income			129.97	65.61
Total Comprehensive income / (loss) for the Period	53.22	283.81	1090.06	887.94

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 11th 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 customercentric 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 ^148.72 Lakhs as againsR127.87 Lakhs in the previous year.

Net profit for the current year is ^53.22 Lakhs as against the net profit of ^283.81 (including 260.09 Lakhs exceptional income) Lakhs in the previous year.

Earnings per share stood at ^0.07 before exceptional items and at ^0.07 after exceptional items on Face Value of ^1 each.

Consolidated Financial Performance:

Total revenue from operations on a consolidated basis for the current year is ^15,826.79 Lakhs as against ^10,987.34 Lakhs in the previous year.

Net Profit for the current year is ^ 960.09 Lakhs as against ^ 822.33 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 31st March, 2025 have been prepared in accordance with the Companies (Indian Accounting Standard) Rules, 2015, prescribed under Section 133 of the Companies Act, 2013 (‘the Act) 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 2024-25.

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 ^ 10.64 Lakhs to Reserve of the Company.

7. SUBSIDIARY COMPANIES / JOINT VENTURE / ASSOCIATES:

As on 31st March 2025, 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 financial performance of Subsidiaries/Step-Down subsidiaries in Form AOC-1 is furnished in ANNEXURE-1 and 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 Secretaries 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 31st March 2025, hence not annexed with Annual Report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31st March, 2025, the Board of Directors consists of 4 members, out of which 3 (Three) are Non-Executive Independent Directors including one women Independent Director, 1 (One) is Executive Director. The composition is in compliance with the Companies Act, 2013 and Listing Regulation.

At the ensuing 34th Annual General Meeting (AGM), Mr. Dipak Raval (DIN: 01292764), who retires by rotation and being eligible, offers himself for reappointment.

Key Managerial Personnel:

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on 31st March, 2025:

• Mr. Dipak Raval - Chairman & Whole Time Director

• Mr. Milind Joshi - Chief Financial Officer

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

• Ms. Krati Gupta - Company Secretary (Till 15th February, 2025)

12. MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES:

The Board met 7 (Seven) times during the Financial Year 2024-25, 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 31st March 2025.

None of the Directors have any 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. DIRECTORS RESPONSIBILITY 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 2024-25.

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 31st

March 2025, the applicable accounting standards 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 31st March 2025, 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 various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a 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. AUDIT COMMITTEE:

The details of the composition of the Audit Committee, their terms of reference, details etc. are provided in the Corporate Governance Report, which forms part of this Report.

During the year there were no cases where the Board had not accepted any recommendation of the Audit Committee.

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. DEPOSITS:

During the year, your Company has not accepted any deposits within the meaning of Section 73 and 74 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014 and hence there were no outstanding deposits and no amount remaining unclaimed with the Company as on 31st March 2025.

26. 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.

27. 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.

28. 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.

29. AUDITORS:

29.1 STATUTORY AUDITORS

The present Statutory Auditors, M/s. Shah Mehta and Bakshi, Chartered Accountants (Firm Registration. No. 103824W) were appointed at the 30th Annual General Meeting (AGM) of the Company held on 30th September 2021 for a term of 5 (five) consecutive years from the conclusion of the 30th AGM till the conclusion of the 35th AGM of the Company to be held in relation to the Financial Year ending on 31st March 2026.

The Auditors have confirmed that they are not disqualified from continuing as Auditors 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 31st March 2025 are self- explanatory and are devoid of any reservation, qualification or adverse remarks.

29.2 SECRETARIAL AUDITOR

In terms of 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, the Board, at its Meeting held on 29th May 2024 had appointed Mr. Hemang Mehta, Proprietor of M/s. H. M. Mehta & Associates, Practicing Company Secretaries (COP No. 2554), to conduct Secretarial Audit for the Financial Year 2024-25.

Further In terms of 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 and based on the recommendation of Audit Committee, the Board of Directors at its meeting held on 13th August, 2025 have recommended appointment of Mr. Kamal A Lalani, Peer-reviewed Practicing Company Secretaries (Membership No. A37774 & Peer Review Number 6618/2025), to undertake the Secretarial Audit of the Company for a period of five years effective from the Financial Year 2025-26. The proposed Secretarial Auditors have confirmed that they are not disqualified from being appointed as Secretarial Auditors of the Company. The proposed re-appointment is required to be placed before the Members in a General Meeting for their approval. Accordingly, a resolution seeking Members approval for the said an appointment of Mr. Kamal A Lalani, Peer-reviewed Practicing Company Secretaries as Secretarial Auditor is included in the Notice convening the 34th Annual General Meeting.

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 2024-25 does not contain any qualification, reservation or adverse remark, except to the extent as mentioned below

1. The Board of Directors of the Company had passed a circular resolution for acting as co-borrower in respect of borrowings availed by its Subsidiary Company namely Maximus International Limited. Accordingly, there was a non-compliance to the extent of paragraph 1.3.8 read with Annexure A of SS- 1.

Managements response to the aforementioned noncompliance is provided in Point No. 40 of this report.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year 2024-25 for all the applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder and the same was obtained from Mr. Hemang Mehta, Proprietor of M/s. H. M. Mehta & Associates, Practicing Company Secretaries, Vadodara, Gujarat.

The Annual Secretarial Compliance Report for Financial Year 2024-25 was submitted to the Stock Exchange in accordance with the timelines prescribed under Listing Regulations.

29.3 INTERNAL AUDITOR

M/s. DVG & Associates, Chartered Accountants, Vadodara (Firm Registration No: 130882W) has been appointed as Internal Auditors for Financial Year 202425 under Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014.

30. 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.

31. 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

32. 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.

33. CHANGES IN SHARE CAPITAL:

During the year under review, the Board of Directors, at its meeting held on 16th January, 2025 approved the sub-division (stock split) of existing Equity share having a face value of Rs. 10/- each into Equity Shares of face value of Re.1/- each fully paid up. The said sub-division was subsequently approved by the shareholders through an Ordinary Resolution passed by way of postal ballot process on 21st February, 2025 . The record date for the sub-division was fixed as 21st March, 2025.

The Capital structure of the Company as on 31st March,2025 is as follows:

Type of Capital	No. of shares	Face Value (In Re.)	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 report 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.

34. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Provisions of Section 135 of the Act relating to the Corporate Social Responsibility initiatives are not applicable to the Company.

35. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES TO INVESTORS EDUCTION 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.

36. 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-5 of 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.

37. 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.

Following are the details of the complaints received by your Company during Financial Year 2024-25:

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	NIL

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

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

During the FY 2024-25 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.

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

Since the Company is not a manufacturing company, the information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

The Company has neither earned nor used any foreign exchange during the year under review.

39. 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.

40. 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. However, due to an inadvertent oversight, The Board of Directors of the Company had passed a circular resolution for availing of loan from Banker of the Company which leads to a non-compliance to the extent of paragraph 1.3.8 read with Annexure A of SS-1.

Managements response to the Non-Compliance: The management took cognizance of the said noncompliance and the matter was duly discussed and ratified by the Board of Directors at its meeting held on 28th April, 2025.

41. LISTING OF EQUITY SHARES:

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

42. GREEN INITIATIVES:

In commitment to keep in line with the green initiatives and going beyond it, electronic copy of the Notice of 34th Annual General Meeting of the Company including the Annual Report for Financial Year 2024-25 are being sent to all Members whose e-mail addresses are registered with the Company/ Depository Participant(s).

43. ACKNOWLEDGEMENT:

Your Directors express their gratitude to all other external agencies for the assistance, cooperation and guidance received. Your Directors place on record their deep sense of appreciation for the dedicated services rendered by the workforce of the Company.

For and on behalf of the Board

For Optimus Finance Limited

SD/-

Dipak Raval Chairman & Whole Time Director

DIN:01292764

Date: 13.08.2025

Place: Vadodara