AGM Details

The 35th Annual General Meeting of Optimus Finance Limited (CIN: L65910GJ1991PLC015044) is scheduled to be held on Wednesday, 30th September 2026 at 04:00 PM IST through Video Conferencing (VC)/Other Audio-Visual Means (OAVM). The deemed venue is the Registered Office at 301-304, Sears II, East Wing, Gotri-Sevasi Road, Sevasi, Vadodara, Gujarat, 391101.

Ordinary Business Items

Item 1: Adoption of Financial Statements

To receive, consider and adopt:

  • Audited Standalone Financial Statements for FY ended 31st March 2026 with Reports of Board of Directors and Auditors
  • Audited Consolidated Financial Statements for FY ended 31st March 2026 with Report of Auditors

Item 2: Appointment of Director

To appoint Mr. Dipak Raval (DIN: 01292764) as Director liable to retire by rotation

Item 3: Appointment of Statutory Auditors

To appoint M/s. Ambalal M. Shah & Co., Chartered Accountants (Firm Registration No. 0100304W) as Statutory Auditors for 5 consecutive years from conclusion of 35th AGM till conclusion of 40th AGM (FY 2026-27 to 2030-31). Remuneration to be mutually agreed between Board and Auditors.

Special Business Items

Item 4: Appointment to Fill Casual Vacancy

To appoint M/s. Ambalal M. Shah & Co. as Statutory Auditors to fill casual vacancy caused by resignation of M/s. Shah Mehta and Bakshi, Chartered Accountants (Firm Registration No. 103824W) effective 26th August 2026. They will hold office until conclusion of 35th AGM.

Background on Auditor Change:

M/s. Shah Mehta and Bakshi resigned on 14th August 2026 citing non-acceptance of proposal to increase audit fees. They had completed audit for quarter ended 30th June 2026 and issued Limited Review Report for Unaudited Standalone and Consolidated Financial Results.

Item 5: Re-appointment of Whole-Time Director

Special Resolution to re-appoint Mr. Dipak Raval (DIN: 01292764) as Whole-Time Director for 5 years from 10th August 2026 to 9th August 2031, including continuation after attaining age of 70 years. Remuneration proposed at ₹3,30,000 per month.

Mr. Dipak Raval Profile:

  • Age: 67 years
  • Qualifications: B.Com, LL.B, CAIIB, FCS
  • Experience: 45 years in Company Law, Secretarial matters, Corporate Laws, Securities Laws, Banking & Finance
  • Current remuneration: ₹3,30,000 per month
  • Shareholding: Nil

Item 6: Re-appointment of Independent Director

Special Resolution to re-appoint Ms. Divya Zalani (DIN: 09429881) as Independent Director for second term of 5 years from 31st December 2026 to 30th December 2031.

Ms. Divya Zalani Profile:

  • Age: 36 years
  • Qualifications: Bachelor in Commerce, Chartered Accountant
  • Experience: Direct Taxation, Indirect Taxation, Audit and assurance, Financial Management
  • Sitting fees: ₹3,000 per meeting
  • Shareholding: Nil

Item 7: Appointment of Independent Director

Special Resolution to appoint Mr. Ramesh Kheradia (DIN: 11804859) as Independent Director for 5 years from 26th August 2026 to 25th August 2031, including continuation after attaining age of 75 years.

Mr. Ramesh Kheradia Profile:

  • Age: 70 years
  • Qualifications: Bachelor in Commerce, Bachelor of Law, Company Secretary
  • Experience: 30 years as Practicing Company Secretary in Corporate Laws, FEMA, SEBI Regulations
  • Remuneration: Sitting fees for meetings
  • Shareholding: Nil

Item 8: Material Related Party Transactions

Special Resolution seeking approval for Material Related Party Transactions with nine related parties for financial years 2026-27 and 2027-28 (until next AGM) with maximum validity of 15 months.

Related Parties:

1. Maximus International Limited (MIL)

2. Sukruti Infratech Private Limited (SIPL)

3. MX Africa Limited (MX)

4. Maximus Global FZE (MGF)

5. Maximus Lubricants LLC (MLL)

6. Quantum Lubricants (E.A.) Limited (QLL)

7. Quebec Petroleum Resources Limited (Quebec)

8. SKG Energy PTE. Ltd. (SKG)

Transaction Types:

  • Providing/Availing Loans, Inter-corporate Deposits, advances
  • Providing guarantees or securities for loans taken by related parties
  • Investments/Redemption/Repayment/Conversion of Shares/Loans

Transaction Values: ₹50 crores proposed for each related party

Financial Impact: The proposed transactions exceed the materiality threshold of 10% of annual consolidated turnover (₹185 crores for FY 2025-26)

Record Date and Voting

Record Date fixed as Wednesday, 23rd September 2026 for determining entitlement of members for remote e-voting and e-voting. CDSL will provide e-voting facilities from 27th September 2026 (9:00 AM) to 29th September 2026 (5:00 PM).

Scrutinizer Appointment

Mr. Kamal A Lalani, Practicing Company Secretaries, Vadodara appointed as Scrutinizer for e-voting process.

Document Availability

The Notice and Annual Report are available on company website www.optimusfinance.in, BSE website www.bseindia.com, and CDSL website www.evotingindia.com. Physical copies dispensed with as per SEBI circulars.

Compliance References

Filed pursuant to SEBI Listing Regulations 30 and 34(1). AGM conducted through VC/OAVM in compliance with MCA General Circular Nos. 20/2020, 14/2020, 17/2020 and subsequent circulars.