1. Appointment of Mr. Ramesh Kheradia as Additional Non-Executive Independent Director
Based on recommendation of Nomination and Remuneration Committee
Mr. Ramesh Kheradia (DIN:11804859), Aged 70 years
Appointment as Additional Non-Executive Independent Director not liable to retire by rotation
Effective from 26th August, 2026
Subject to approval of Shareholders of the Company
Term of 5 years
Confirmed not debarred from holding office of Director by virtue of any SEBI order or other authority
Not disqualified pursuant to provisions of Section 164 of Companies Act, 2013
Profile: Fellow member of Institute of Company Secretaries of India and Law Graduate with over 30 years experience as Practicing Company Secretary and consultant in Corporate Laws, Foreign Exchange Management, SEBI Regulations, and Public Issues
2. Re-appointment of Mr. Dipak Raval as Managing Director
Based on recommendation of Nomination and Remuneration Committee
Mr. Dipak Raval (DIN: 01292764)
Re-appointment as Managing Director for term of 5 years
Effective from 7th October, 2026 to 6th October, 2031 (both days inclusive)
Continuation in office beyond age of 70 approved
Without any remuneration from the Company
Subject to approval of Shareholders of the Company
Also acting as Whole Time Director of Optimus Finance Limited (Holding Company)
Confirmed not debarred from holding office of Director
Profile: Graduate in Commerce and Law, Fellow Member of Institute of Company Secretaries of India (ICSI), Certified Associate of Indian Institute of Bankers (CAIIB), over 4 decades experience in industries, stock exchange & banking
3. Re-appointment of Ms. Divya Zalani as Non-Executive Independent Director
Based on recommendation of Nomination and Remuneration Committee
Ms. Divya Zalani (DIN: 09429881)
Re-appointment as Independent Director for second term of 5 consecutive years
Effective from 31st December, 2026 to 30th December, 2031 (both days inclusive)
Not subject to retirement by rotation
Subject to approval of shareholders of the Company
Confirmed not debarred from holding office of Director
Profile: Bachelor of Commerce from M S University of Baroda, Chartered Accountant from ICAI, experience in practicing areas with various corporates & firms, currently in whole time practice as CA providing services in Direct Taxation, Indirect Taxation, Audit and assurance, Financial Management, Advisory services, Secretarial services and Book keeping services
4. Appointment of Statutory Auditors
Based on recommendation of Audit Committee
Appointment of M/s. Ambalal M. Shah & Co., Chartered Accountants (Firm Registration No. 0100304W)
To fill casual vacancy caused due to resignation of M/s. Shah Mehta and Bakshi, Chartered Accountants (Firm Registration No. 103824W)
Effective from 26th August, 2026 till conclusion of ensuing 11th Annual General Meeting
Also proposed appointment for term of 5 consecutive years commencing from conclusion of 11th AGM till conclusion of 16th AGM (FY 2026-27 to FY 2030-31)
Appointment subject to shareholder approval at ensuing 11th AGM
Profile: Chartered Accountant firm established in 1953 based in Vadodara, registered with Western India Regional Council of ICAI, holds Peer Review certificate, experience across audit and assurance, taxation, regulatory compliance and advisory services
