Optimus Finance Ltd

Optimus Finance Limited Trading Window closed from 1 October 2026 until 48 hours after the declaration of Un-Audited Standalone and Consolidated Financial Results for the Q2 and H1 ended 30 September 2026.

AGM notice and e-voting details

• 35th AGM scheduled for 30 September 2026 at 4:00 PM via VC/OAVM.
• Soft copy of FY2025-26 Annual Report and AGM notice sent to registered email addresses.
• Shareholders without registered emails may access Annual Report on the company website.
• E-voting window runs from 27 Sep 2026 9:00 AM to 29 Sep 2026 5:00 PM.
• Cut-off date for e-voting is 23 September 2026.
• Shareholders should update KYC details with DP or RTA.

Event details

• AGM set for 30 September 2026 at 4:00 PM IST via VC/OAVM.
• Record Date fixed at 23 September 2026 for voting entitlement.
• Entitlement covers remote e-voting and on-the-day AGM e-voting.
• Securities: holders of Optimus Finance shares.

Financial performance

• Standalone revenue from operations: ₹129.21 Lakh; down from ₹148.72 Lakh in 2024-25
• Standalone PAT ₹47.25 Lakh; down from ₹53.22 Lakh
• Consolidated revenue from operations ₹18,594.13 Lakh; up from ₹15,826.79 Lakh
• Consolidated PAT ₹975.84 Lakh; up from ₹960.09 Lakh
• Standalone EPS ₹0.06; Consolidated EPS ₹0.78
• Dividend declared: none for FY 2025-26
• Note: Consolidated metrics reflect group entities including lubricants & NBFC segments

Group structure & subsidiaries

• Subsidiaries include MIL (57.58% OFL), MGF UAE, MX Africa (MXAL), MLL (49%), QLL (100%), MIVL
• Material subsidiaries per disclosure: Maximus International Limited, Maximus Global FZE, Maximus Lubricants LLC, Quantum Lubricants (E.A.) Limited
• Geographic footprint spans UAE, Kenya, and India
• Registered office moved to 301-304, Sears II, Gotri-Sevasi Road, Vadodara on 10 Mar 2026

Capital structure & liquidity

• Consolidated borrowings: ₹3,890.17 Lakh
• Cash and cash equivalents (Consolidated): ₹137.55 Lakh
• Issued equity capital: ₹747.23 Lakh (7,47,23,000 shares)
• Promoter holding: Sukruti Infratech Private Limited at 53.89%

Auditors & governance

• Statutory auditors: Ambalal M. Shah & Co. appointed 26 Aug 2026; SMB resigned 14 Aug 2026
• Secretarial auditor: Kamal A. Lalani
• Board changes: Rahil Thaker resigned 6 Jul 2026; Ramesh Kheradia appointed 26 Aug 2026
• Board comprises Dipak Raval, Vinay Pandya, Divya Zalani, and new director

Related party transactions

• Material Related Party Transactions approved for 2026-27 and 2027-28; aggregate ₹50 Crore per year
• Related parties include MIL, SIPL, MXAL, MGF, MLL, QLL, Quebec Petroleum, SKG
• RPTs are in ordinary course, arm's length; approvals through Audit Committee and Board
• Special Resolution required due to materiality thresholds

Outlook & risks

• NBFC sector expected to grow; sector AUM to cross ₹50 trillion by 2027
• Rising competition and regulatory changes present ongoing risks to profitability

AGM & investors info

• 35th AGM on 30 Sep 2026 via VC/OAVM; e-voting from 27-29 Sep 2026

AGM Details

• Date/time: 30 September 2026 at 04:00 PM IST; via VC/OAVM.
• Record date for voting: 23 September 2026.
• Venue deemed at registered office address.

Ordinary Business

• Adopt standalone and consolidated financial statements for year ended 31 March 2026.
• Reappoint Dipak Raval as Director liable to retire by rotation.
• Appoint Ambalal M. Shah & Co. as Statutory Auditors for five consecutive years.

Special Business

• Appoint Ambalal M. Shah & Co. to fill casual vacancy; hold until 35th AGM; remuneration as approved.
• Re-appoint Dipak Raval as Whole Time Director for five years; includes continuation beyond 70 years.
• Re-appoint Divya Zalani as Independent Director for second five-year term; not liable to retire.
• Appoint Ramesh Kheradia as Independent Director for five years; continuation beyond age 75; not liable to retire.
• Approve Material Related Party Transactions with related parties; 15-month validity; arm's length terms.

Auditors

• Notice resignation of SMB; Ambalal M. Shah & Co. to fill casual vacancy from 26 Aug 2026 until 35th AGM.
• Proposed Ordinary Resolution to appoint Ambalal M. Shah & Co. for 5-year term from 35th AGM to 40th AGM.
• Proposed statutory audit fees: ₹1,32,300 per annum (excluding GST and out-of-pocket).

Material Related Party Transactions

• Proposed RPTs with multiple related parties for loans, inter-corporate deposits, and guarantees.
• A(5) investments/loans: FY26-27 up to ₹40 Crores; FY27-28 up to ₹10 Crores per year.
• Total RPTs require shareholder approval; material threshold set at 27% of turnover.

Other Governance/Reminders

• E-voting window: 27 Sep 2026 09:00 to 29 Sep 2026 17:00; cut-off 23 Sep 2026.
• VC/OAVM participation allowed; proxies not available; seating limits apply for non-exempt holders.

New Independent Director appointment

• Appointment of Ramesh Kheradia as Additional Non-Executive Independent Director, effective 26 Aug 2026, subject to shareholders' approval.
• Profile: Fellow CS, Law graduate, 30+ years in corporate law and regulatory matters.
• Not related to other directors and not debarred.

Independent Director re-appointment

• Re-appointment of Divya Zalani as Independent Director for second term, 31 Dec 2026 to 30 Dec 2031.

Statutory Auditor appointment

• Appointment of Ambalal M. Shah & Co. as Statutory Auditors, effective 26 Aug 2026, to fill casual vacancy.

Committee reconstitution

• Reconstitution of Audit Committee and Nomination & Remuneration Committee effective 26 Aug 2026.
• Audit Committee: Divya Zalani as Chair; Vinay Pandya and Ramesh Kheradia as members.
• Nomination & Remuneration Committee: Divya Zalani as Chair; Vinay Pandya and Ramesh Kheradia as members.

Appointments/Resignations

• Appointment of Mr. Ramesh Kheradia as Additional Non-Executive Independent Director, effective 26 Aug 2026, subject to shareholder approval.
• Re-appointment of Divya Zalani as Independent Director for 5 years, 31 Dec 2026–30 Dec 2031, subject to approval.
• Appointment of M/s Ambalal M. Shah & Co as Statutory Auditors to fill vacancy, effective 26 Aug 2026.

Committee Reconstitution

• Audit Committee reconstituted; Chairperson Divya Zalani, members Dipak Raval, Vinay Pandya, Ramesh Kheradia.
• Nomination & Remuneration Committee reconstituted; Chairperson Divya Zalani; members Vinay Pandya, Ramesh Kheradia.

Cross-listing on NSE

• NSE permitted Optimus Finance Limited shares to trade on NSE Capital Market from August 17, 2026.
• Symbol OPTIFIN, ISIN INE031G01022; already listed on BSE; to trade on NSE under PTT.
• NSE Circular 1355/2026 dated August 14, 2026 specifies designations and effective date.