The Directors are pleased to present to you the 34^th 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 31^st March 2025.

1. FINANCIAL HIGHLIGHTS:

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

2. RESULTS OF OPERATIONS AND THE STATE OF
COMPANY’S 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
Company’s 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 ^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 31^st
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 Auditor’s 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 31^st 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 Company’s 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 Company’s 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 31^st
March 2025, hence not annexed with Annual
Report.

11. DIRECTORS AND KEY MANAGERIAL
PERSONNEL:

As on 31^st 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 34^th Annual General Meeting (AGM),
Mr. Dipak Raval (DIN: 01292764), who retires by
rotation and being eligible, offers himself for re¬
appointment.

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, 2025:

• 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)

• Ms. Krati Gupta - Company Secretary (Till
15^th 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 Company’s 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 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 Director’s 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. DIRECTOR’S 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 Company’s 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 31^st

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 31^st 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 DIRECTOR’S 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 Company’s policy on Director’s
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
Company’s 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 Company's
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 Board’s 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
Company’s 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 31^st
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 30^th Annual
General Meeting (AGM) of the Company held on 30^th
September 2021 for a term of 5 (five) consecutive
years from the conclusion of the 30^th AGM till the
conclusion of the 35^th AGM of the Company to be held
in relation to the Financial Year ending on 31^st March
2026.

The Auditors have confirmed that they are not
disqualified from continuing as Auditors of the
Company.

STATUTORY AUDITOR’S 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 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 29^th 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 13^th
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 Member’s 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 Auditor’s 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.

Management's response to the aforementioned non¬
compliance 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 2024¬
25 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 16^th 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 21^st February, 2025 . The
record date for the sub-division was fixed as 21^st
March, 2025.

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

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.

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 non¬
compliance and the matter was duly discussed and
ratified by the Board of Directors at its meeting held
on 28^th 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 34^th 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, 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.

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