Directors Report of Transpek Industry Ltd.

Mar 31, 2025

Transpek Industry Limited The Directors have pleasure in presenting the Fifty Ninth Annual Report together with I the Stand alone and Consolidated Audited Financial Statements of the Company for the financial year ended 31^st March, 2025.

L •• FINANCIAL RESULTS (Stand-alone)
	2024-2025 '' in Lakhs	2023-2024 '' in Lakhs
Net Sales including Trading and Operating Income	64,985.31	57,962.68
Other Income	2,870.78	2,515.64
Cash Profit/(Loss) before Extraordinary Items and Taxes	11,164.87	9,311.41
Profit/(Loss) before Tax	6,165.93	5,551.60
Provision for Taxation
Current: (i) Current Tax (i) Deferred Tax (Asset) / Liability (ii) Tax adjustment for earlier years	1,670.00 (353.12) (24.98)	1,150.00 557.07 (11.72)
Profit/(Loss) after Tax	4,874.07	3,856.25
Balance brought forward from Previous Year	38,445.49	36,159.86
Amount available for appropriation	42,521.03	38,445.49
Note: Previous year figures have been regrouped / rearranged wherever necessary.

DIVIDEND:

The Directors'' have recommended a Dividend of '' 20/- (i.e.200%) per equity shares of '' 10/- each on the Equity Share Capital of '' 558.56 Lakhs for the year ended 31^st March, 2025 (previous year Dividend 140% i.e. '' 14/- per share).

The dividend will be paid after approval of shareholders, to the members whose names appear on the Register of Members as on 27^th August, 2025 in case of physical shareholding and, in respect of shares in dematerialised form, it will be paid to members whose names are furnished by the National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. As per Regulation 43A of SEBI LODR Regulations it is not mandatory for the Company to have a Dividend Distribution Policy. However, the Company has a Dividend Distribution Policy, approved by the Board of Directors of the Company. The said policy is available at https://www.transpek.com/wp-content/uploads/2021/07/ Dividend-Distribution-Policy-1.pdf.

^3^ RESULTS OF OPERATIONS AND THE STATE OF THE COMPANY''S AFFAIRS:

The net sale of the Company for the year under review is '' 64,806.23 Lakhs as compared to '' 57,878.26 Lakhs in the previous year, an increase of 11.96%. Export sales have increased to '' 55,705.73 Lakhs from '' 50,742.52 Lakhs in the previous year i.e. an increase of 9.78%. Domestic sales have increased to '' 9,100.50 Lakhs from '' 7,135.74 Lakhs in the previous year i.e. an increase of 27.53%. The Company has achieved a net profit of '' 4,874.07 Lakhs for the year 2024-2025 as against '' 3856.25 Lakhs in the previous year, i.e. an increase of 26.39%.

^⁴^ OUTLOOK:

Details on the outlook are given in the Management Discussion and Analysis Report.

QUALITY, ENVIRONMENT, HEALTH AND SAFETY MANAGEMENT SYSTEMS:

The Company is accredited with Quality - Environment - Occupational Health & Safety, Energy and Information Security Management systems, QMS ISO 9001:2015, EMS ISO 14001:2015, OHSMS ISO 45001:2018, EnMS ISO 50001:2018, and ISMS ISO 27001:2022. Bureau Veritas India Private Limited is the Certification agency.

The Company is committed to ensure protection of the environment and maintenance of biodiversity.

The Company continues taking several initiatives to achieve this goal. The Company places a strong emphasis on ensuring occupational health and safety of the employees and surrounding population and has very effective safety management systems in place. The Company is taking many steps towards carbon emission reduction through energy conservation and using renewable energy source.

The Company is also recognised as "Responsible Care Company". We have received certification for Responsible Care for a period of three years from June, 2023 to June, 2026.

As a part of the Corporate Social Responsibility and Sustainable development, in addition to the other initiatives, the Company has continued membership with EcoVadis and recently achieved gold Medal in EcoVadis for outstanding sustainability management practices in areas such as Environment, Labour, Human Rights, Ethics and Sustainable Procurement. This prestigious achievement places the Company amongst the top 5% of companies evaluated by EcoVadis in Chemical Sector.

SUBSIDIARY COMPANY:

Transpek Creative Chemistry Private Limited:

Transpek Creative Chemistry Private Limited (TCCPL) is a wholly owned subsidiary of the Company which was incorporated on 6^th January, 2020 with the objective of pursuing various business opportunities. TCCPL''s financial statements are consolidated with the Company''s financial statements.

DISCLOSURE UNDER THE COMPANIES ACT, 2013:

Information given below is pursuant to various disclosure requirements prescribed under the Companies Act, 2013 (hereinafter ''the Act’), the rules thereunder and as per the Secretarial Standard IV on the Report of the Board of Directors, to the extent applicable to the Company and is in addition to those included in appropriate places in the Corporate Governance Report as prescribed under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 [hereinafter ''SEBI LODR Regulations’] forming part of the Annual Report.

3) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 and under Part - I Disclosures of Secretarial Standard IV is annexed to this report as ''Annexure - I''.

b) WEB ADDRESS WHERE ANNUAL RETURN REFERRED TO IN SUB-SECTION (3) OF SECTION 92 HAS BEEN PLACED:

The Annual Return in form no. MGT - 7 as per Section 134 (3) (a) of the Act read with Rule 8 of Companies (Accounts) Rules, 2014 and Rule 12 of Companies (Management and Administration) Rules, 2014 is available at https://transpek.com/ wp-content/uploads/2024/10/Form MGT 7-23-24.pdf

c) REMUNERATION POLICY AND INFORMATION REGARDING REMUNERATION:

Particulars of the Company’s Remuneration Policy and information pursuant to Rule 5 (1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as ''Annexure - II''. A copy of Policy is placed on the website of the Company https://www.transpek.com/wp-content/uploads/2022/05/Nomination-and-Remuneration-Policy.pdf

d) CRITERIA FOR APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

e) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the year under review, your Company has not directly or indirectly -

(i) given any loan to any person or other body corporate other than usual advances envisaged in a contract for supply of materials or equipment or job work, if any;

(ii) given any guarantee or provided security in connection with a loan to any other body corporate or person; and

(iii) acquired by way of subscription, purchase or otherwise, the securities of any other body corporate.

f) RELATED PARTY TRANSACTIONS:

During the year under review, all the Related Party Transactions of repetitive nature were in the ordinary course of business and on an arm’s length basis. Those transactions and subsequent material modification were entered into after the Audit Committee of Directors’ prior approval or approval in the form of omnibus approval as provided in SEBI LODR Regulations.

Apart from these, the Company has carried out transactions with the following related parties as per the long term contracts approved by the Audit Committee and Board of Directors of the Company as required under the Act and the SEBI LODR Regulations:

4 continued the arrangement with M/s. TML Industries Limited (''TML’) for manufacture of the Company’s product on job-work basis at TML’s factory premises situated at Village: Piludra, Dist: Bharuch and Village: Karakhadi, Dist: Vadodara;

4 receipt of lease rent for leasing of the Company’s capital assets to TML pursuant to Lease Agreement;

4 Payment of Commission on Sales to M/s. Anshul Life Science as a Distributor of the Company’s products (upto 24^th July, 2024); and

4 Supply agreement between the Company and Silox India Private Limited (''SIPL'') for supply of Sulphur Dioxide.

The above transactions were not material related party transaction and hence prior approval of the shareholders of the Company was not required to be obtained. The Company has also granted financial assistance to Shroff Foundation Trust, Baroda Citizens Council, Shrujan LLDC, Shroffs Family Charitable Trust and Vivekanand Research Training Institute for carrying out charitable activities, after prior approval of Audit Committee.

The Directors draw attention of the members to Note no. 43 to the financial statement which sets out related party disclosures. Form AOC - 2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is also attached as Annexure - II to this report.

The policy on materiality of related party transactions etc., as approved by the Board is placed on the Company’s website on the link: https://www.transpek.com/wp-content/uploads/2022/04/Policy-on-Related-Party-Transactions.pdf.

g) RISK MANAGEMENT:

The Company has formulated a policy to identify and evaluate business risks and opportunities in compliance with the provisions of Section 134 (3) (n) of the Act. This policy framework ensures transparency, minimises adverse impact on the business objectives and enhances the Company’s competitive advantage.

On the basis of ISO: 31000 standard, the Company has adopted the Risk Management Procedures and has also put a mechanism in place for managing risk factors in technical and commercial areas. During the year under review, your Company has identified critical risks of the Company which the Committee/Board periodically review and suggest mitigating measures.

As per regulation 21 of SEBI LODR Regulations, it is not mandatory for the Company to have a Risk Management Committee. However, the Company has voluntarily constituted a Risk Management Committee.

Details of terms of reference of the Risk Management Committee and composition of the Committee is given in the Corporate Governance Report.

Also, a brief analysis of the Company’s Opportunities and Threats are given in Management Discussion and Analysis Report.

h) EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES OF DIRECTORS AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of Sections 134 (3) (p) and 178 of the Act, Rule 8 (4) of the Companies (Accounts) Rules, 2014 and Regulations 17 and 19 of SEBI LODR Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually, evaluation of the Chairman of the Board as well as of the working of the Audit, Nomination & Remuneration and other Committees of the Board. The manner in which the evaluation has been carried out has been explained in the ''Corporate Governance Report’ which forms a part of this Annual Report.

i) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There were no material changes and commitments that have affected the financial position of the Company which have occurred between the financial year ended on 31^st March, 2025 and the date of this report.

j) ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has laid down adequate and effective Internal Financial Controls with reference to financial statements, commensurate with its size and nature of business operations. During the year, such controls were tested and upgraded, where necessary, and no reportable material weaknesses in their design or operation were observed.

k) LEGAL COMPLIANCE:

The Board has devised proper systems commensurate with the size and operations of the Company to monitor and ensure compliance of all the applicable laws, Rules and Standards and the said system is found adequate and operating effectively. The functional heads of the different departments responsible for compliance submit compliance reports to the Managing Director, based on which the Company Secretary and the Managing Director provide compliance certificate to the Board on a quarterly basis. The Company also has put in place a software for Compliance Tracker for all compliances that the Company is required to carry out.

During the year under review, your Company carried out various CSR activities directly as well as through the organisations to whom your Company had provided funds for carrying out its CSR activities. Details of such activities are as under:

Unified Growth Foundation (UGF) UGF publishes ''Balmurti online magazine once in every fortnight which is globally distributed through different national and international news platforms. The magazine is meant for all the various stakeholders working with children. Balmurti also has presence on social media platforms like Twitter, Facebook and Instagram. During 2024-2025, a total of 24 magazines have been released. Audio and video articles published in the magazine are available on its official website www.balmurtionline.com. About 25,000 emails and 10,000 WhatsApp messages are being forwarded worldwide to circulate Balmurti.

SaMvitti Foundation continued "Connecting women with literature" project. It aims at providing opportunity to women belonging to socially, economically and psychologically diverse backgrounds, through interactive engagement with classic and inspiring stories from Indian and world literature. During the year 2024-2025, total 70 offline sessions were conducted in different organisations and total 705 women and girls were benefited.

Ram Krishna Mission (RKM) continued working for imparting values and life skill education to young boys and girls to make them able and better citizens of the future. Altogether, 120 underprivileged school students residing in Ekalbara village and in low-income areas of Vadodara city were benefited.

Aatapi Seva Foundation continued the Help Desk Project to assist villages in accessing government schemes. Out of 1,464 community members linked, 923 received benefits totalling approximately '' 31 Lakhs.

Sai''s Angel Foundation (SAF) continued to provide trainings for 30 teachers and coordinators from various institutions to impart values through the ''Nachiketa’ Life Skill Module. Aimed at those working directly with youth, the sessions covered topics like Self to Selflessness, Contribution, Communication, Time Management, and Creative Thinking.

The STEM Project aimed to spark curiosity and interest in science and technology among students through a "learning by doing" approach, while also enhancing teachers’ skills to independently implement STEM activities at their centers. A total of 98 students benefited of these programme. The project strengthened teachers’ capacity, boosted students’ creativity and curiosity, and fostered leadership qualities among them

Shroffs Foundation Trust (SFT) continued The SHANTI Health project which is implemented in 34 villages of Chhotaudepur. During the year, many patients were screened and given primary treatment. 255 health awareness and educational programmes were conducted in which 5,796 participants benefited.

Sharda Medical Centre (SMC) is a need-based model equipped and developed to cater health needs of local people from remote areas of Chhotaudepur. The Company supported to re-establish the SMC’s premises and infrastructure during the year due to an increase in people who approached the centre for availing health benefits and services. Approx. 3,500 patients were benefited from this Hospital

Under the comprehensive livelihood programme, many tribal households in Chhotaudepur are provided with Kadaknath poultry bird’s units to 350 Farmers with knowledge, health care support and nutritious food. Also, provided Goats to 40 Farmers, to make them successful entrepreneurs.

Ongoing Project with Shroffs Foundation Trust for Skill Development and Livelihood: Your Company along with SFT is carrying out a project for a span of 3 years from the year 2022-2023 for installation and maintenance of micro drip irrigation and solar powered technology which would be transferred to local youths after the project gets complete for them to earn livelihood. This project is being carried out in Chhotaudepur and Narmada District of Gujarat. In this project, total 112 Youth provided trainings and became entrepreneurs.

CSR activities carried out directly by the Company:

The Company’s own CSR team continued to initiate programmes in villages in and around Ekalbara. Under the Education support programme, the team supported 225 students of classes I to X, for better academic performance. Results showed that the students’ academic performance substantially improved. The students are also guided and motivated for higher studies.

The Company’s Vocational Training Centre (VTC), launched in January 2021, continued during the year. Several NGOs approached the Company to replicate the VTC model. As a result, VTCs were established in Jambusar and Bharuch through Aatapi Seva Foundation, in Dholera, Ahmedabad through Mahiti Trust, and in Vadodara City through Mahavir Foundation Trust and Sai’s Angel Foundation Trust. Through these centres, 181 youths received technical training, and 70 of them have started earning through self-employment or job placements.

This year, your Company was honoured with two prestigious awards in recognition of its outstanding contribution to Corporate Social Responsibility (CSR). The first was awarded by the Western India Exim Awards 2025, acknowledging the Company’s impactful initiatives and commitment to community development. The second recognition came from Parul University, Vadodara, for the Company’s consistent efforts in driving meaningful change through various CSR programmes, including skill development, education, and social welfare. These awards highlight the Company’s dedication to creating sustainable and inclusive growth in the regions it serves.

A brief outline of the policy and the CSR activities carried out during the year is annexed to this report as ''Annexure - IV''.

m) PARTICULARS OF EMPLOYEES:

The information required under Section 197 (12) of the Act read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as ''Annexure - V'' and forms part of this Report.

n) SECRETARIAL AUDITOR AND SECRETARIAL AUDITOR''S REPORT:

Pursuant to the provisions of Section 204 of the Act and the Rules made thereunder and Regulation 24A of the SEBI LODR Regulations, the Board of Directors has appointed Shri Vijay L. Vyas, Practising Company Secretary (FCS: 1602; CP No. 13175), Vadodara, as the Secretarial Auditor of the Company to conduct Secretarial Audit for the year ended 31^st March, 2025. The Secretarial Auditor has submitted his Report on Secretarial Audit conducted by him which is annexed to this report as ''Annexure - VI''. He has also given Annual Secretarial Compliance Report as required under SEBI LODR Regulations, which has been submitted to BSE Limited. The said Reports do not contain any qualification, reservation or adverse remark.

^^BSSS

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Shri Ramkisan A. Devidayal, Independent Director of the Company resigned as Independent Director w.e.f. 24^th June, 2025, due to his ill health. The Board of Directors of the Company placed on record their deep sense of appreciation for all the valuable insights, inputs and guidance given by him for the growth of the Company during his brief tenure as Independent Director and wished him a speedy recovery.

During the year under review, Shri Atul G. Shroff, Director and Promoter of the Company ceased to be a Director w.e.f. 8^th October, 2024, due to sudden and unexpected demise. Since the inception of the Company, he managed the Company and under his able leadership, the Company reached great heights. He also contributed significantly in upliftment of Communities through welfare and CSR activities. He was highly respected in Chemical Industry World and Business World in General. His sudden and unexpected passing away is an irreparable loss to the Company, the Board of Directors and the employees, who convey their deep sorrow and condolences to his family.

Shri Dipesh K. Shroff, Non-Executive and Non-Independent Director of the Company, will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Directors recommend his re-appointment.

There was no change in Key Managerial Personnel during the year.

i ⁹ TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND ACCOUNT SET UP BY GOVERNMENT OF INDIA:

During the year under review, the Company has transferred to IEPF the unclaimed dividend amount of '' 7,77,987/- and 5407 equity shares of the shareholders of the Company whose dividend had been lying unclaimed with the Company for a period seven consecutive years pursuant to Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and subsequent amendments thereto by the Ministry of Corporate Affairs, Government of India.

The list of the shareholders whose dividend and shares are transferred to IEPF is available on the Company’s website www. transpek.com.

H0i DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134 (3) (c) of the Act with respect to Directors’ Responsibility Statement, the Directors state that:

a)	In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;		b)	The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;
c)	The Directors had taken proper and sufficient care 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;
				The Directors had prepared the annual accounts on a going concern basis;

e)	The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and	f)	The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 the Act as well as under Regulation 25 of SEBI LODR Regulations.

^12.^ CORPORATE GOVERNANCE:

A separate report on Corporate Governance as required under Regulation 34 of the SEBI LODR Regulations, 2015 is included in this Report along with a certificate of the Auditor confirming its compliance with the conditions of Corporate Governance stipulated under the said Regulation.

^¹³*^ AUDITORS AND AUDITORS'' REPORT:

a) STATUTORY AUDITORS:

The members of the Company, had, at their 54^th Annual General Meeting held on 23^rd September, 2020, appointed M/s. Bansi S. Mehta & Co., Chartered Accountants, Mumbai as Statutory Auditors of the Company for a period of five years i.e. from the conclusion of the 54^th Annual General Meeting upto the conclusion of 59^th Annual General Meeting to be held in the year 2025 as prescribed under Section 139(1) and (2) of the Act and relevant rules framed thereunder. The remuneration of Auditors as recommended by the Audit Committee is approved by the Board.

The Auditors’ Report does not contain any qualification, reservation or adverse remark or disclaimer. The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

The Company proposed to re-appoint M/s. Bansi S. Mehta & Co., Chartered Accountants, Mumbai as Statutory Auditors of the Company for a further period of five years, subject to approval of the members of the Company at the ensuing 59^th Annual General Meeting. The Board of Directors commend their re-appointment. M/s. Bansi S. Mehta & Co. have given their consent as required under Section 139(1) of the Companies Act, 2013 ("the Act") and Rule 4 of the Companies (Audit and Auditors) Rules, 2014.

b) COST AUDIT COMPLIANCE:

The Board had appointed M/s. Y.S.Thakar & Co., Cost Accountants, as the Cost Auditors for conducting cost audit of cost records of the Company for the Financial Year 2024-2025 under Section 148 (1) of the Act. Pursuant to Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit Report for the financial year ended 31^st March, 2024 was submitted to the Central Government on 23^rd August, 2024. Their Report did not contain any qualification, reservation or adverse remark or disclaimer.

The Board has, at its meeting held on 25^th March, 2025, appointed M/s. Kishore Bhatia & Associates as Cost Auditors of the Company cost audit of cost records of the Company for the Financial Year 2025-2026 under Section 148 (1) of the Act. Pursuant to Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.

Necessary resolution for approval of their remuneration as recommended by the Audit Committee and the Board of Directors is being proposed for ratification at the ensuing 59^th Annual General Meeting. The Board of Directors commend their appointment.

I¹⁴! DISCLOSURES:

a) AUDIT COMMITTEE:

Details of the composition of the Audit Committee of Directors of the Company have been mentioned in the Corporate Governance Report. During the year under review, there were no instances wherein the Board of Directors of the Company did not accept the recommendations of the Audit Committee.

More details about all the Committees of Directors are given in the Corporate Governance Report.

b) MEETINGS OF THE BOARD:

During the year under review 7 (seven) Board meetings were held. For further details, please refer to the Report on Corporate Governance.

c) VIGIL MECHANISM/WHISTLE BLOWER:

The Company has established a Vigil Mechanism/Whistle Blower Policy to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of code of conduct, details of which have been given in the Corporate Governance Report. The Whistle Blower Policy has been posted on the website of the Company and can be accessed at link -http://www.transpek.com/pdf/whistle-blower-policy.pdf.

^¹⁵‘L CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of the business of the Company.

I¹⁶! FIXED DEPOSITS:

During the year under review, your Company has accepted/renewed deposits amounting to '' 9,63,75,000/- only from the shareholders of the Company. The deposits which matured and remained unclaimed as at 31^st March, 2025 amount to '' 21,23,000/-. The Company had sent written reminders to the Depositors for their appropriate action in this regard and as on the date of this report deposits amounting to '' 15,62,000/- only have remained unclaimed.

The Deposits and Interest which remained unclaimed for the last seven years have been transferred to the Investor Education and Protection Fund as required under Section 125 of the Act. The list of the depositors whose deposits and interest are transferred to IEPF is available on the Company’s website https://www.transpek.com/index.php/policies-and-other-information/.

During the year, there has been no default in repayment of deposits or payment of interest thereon. Also, during the year, there were no deposits accepted by the Company which did not comply with the requirements of Chapter V of the Act.

STOCK EXCHANGE:

The Company’s equity shares are listed on the BSE Limited and the Listing Fees of the Company for the Financial Year 2024-2025 have been paid. The address of the said Exchange is as under:

BSE Limited

Phiroze Jeejeebhoy Towers,

Dalal Street, Fort, Mumbai - 400 001.

Scrip ID: ''transpek’; Scrip Code: 506687; Group/Index: ''B’; ISIN: INE687A01016 HEALTH CARE AND WELFARE OF EMPLOYEES:

Employees’ Welfare Schemes such as subsidised food in the Company’s canteen at the factory, medical facilities, Group Term Life Insurance, Group Mediclaim Insurance and Group Accident Insurance continued to be maintained by the Company. The Company has also availed a top up medical insurance policy of '' 4,00,000/- per employee so that they can avail proper medical treatment. Sports and cultural activities are given due importance. The Company has also set up a place for playing Table Tennis and a Gym for the employees. Employees are also given core long-term health offering which includes making available preventive medical examinations to cover mental health, fitness and nutrition. Employees are offered training programmes and workshops on health-oriented leadership. Monetary support is also given to employees who wish to acquire higher educational qualifications.

The Company has also availed regular services of a homeoepathy doctor at all three sites and registered office. Several employees consult the said doctor and are seeing good results in their health issues.

Merit awards are given to employees’ children for their academic achievements. The Company promotes innovation, rewards for performance and provides opportunities for people to grow. In addition, your Company has put in place a range of initiatives for attracting and retaining a high-performance work force. The Company also rewards exemplary performance of employees.

The Company has also initiated Fun Friday Activity for its employees at Factory and Registered Office wherein employees participate in fun games.

PROTECTION OF WOMEN AT WORKPLACE:

The Company has employed a number of women in various cadres. It has put in place a Prevention of Sexual Harassment Policy at work place in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An internal committee of women employees is also set up to redress complaints received which are monitored by women supervisors who are fully aware of the Policy and redressal mechanism. All employees of the Company and those of contractors as well as trainees are covered under this Policy. No complaint was received from any employee during the financial year 2024-2025 and no complaint is pending as on 31^st March, 2025 for redressal.

l20i

MANAGEMENT DISCUSSION AND ANALYSIS:

The report on Management Discussion and Analysis as required under Regulation 34 (2) (e) and Schedule V of SEBI LODR Regulations dealing with the Operations, Business Performance, etc. is given separately and it forms part of this Annual Report.

ACKNOWLEDGEMENTS

The Directors wish to acknowledge the co-operation and assistance extended to the Company by the Company’s Bankers and Central and State Government agencies. Your Directors also wish to place on record their appreciation of the contribution made by employees at all levels towards the growth of the Company. Your Directors acknowledge with gratitude the support of the shareholders, investors, customers and suppliers for the faith reposed in the Company and its management.

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Mar 31, 2024

The Directors are pleased to present to you the 33rd 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 2024.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the year ended 31 st March 2024, on a Standalone and Consolidated basis, is summarized below:

	Standalone Basis		Consolidated Basis
rarXICUIarS	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	127.87	63.38	10,987.34	10,028.72
Total Revenue From Operations	127.87	63.38	10,987.34	10,028.72
Other Income	0.18	0.06	430.75	153.15
Total Income	128.05	63.44	11,418.08	10,181.87
Finance Cost	2.84	6.89	208.09	162.01
Fees and Commission Expense	-	-	-	-
Cost of Material Consumed	-	-	6793.95	6,515.36
Purchase Of Stock in trade	-	-	2255.08	1662.10
Purchase Of Shares	-	-	-	-
Changes in inventories to finished goods, stock in trade and Work-in-progress	-	-	32.27	(78.78)
Employee benefits expenses	33.25	30.38	457.35	459.17
Depreciation, amortization and impairment	-	-	135.53	126.91
Other expenses	16.88	15.53	617.77	534.07
Total expenses	52.97	52.80	10,500.03	9380.85
Exceptional items	260.09	-	-	-
Profit /(Loss) before Tax	335.17	10.65	918.05	801.03
Less: Tax Expenses
Current Tax	43.18	1.93	83.67	66.91
Deferred Tax	8.18	(1.62)	11.54	0.76
Income Tax Earlier Years	-	-	-	*
Excess or short provision of earlier years	-	-	0.51	(5.75)
Profit after tax for the Period	283.81	10.34	822.33	739.10
Total Other Comprehensive income	-	-	65.61	49.71
Total Comprehensive income / (loss) for the Period	283.81	10.34	887.94	788.81

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS:

Operational Highlights:

The Company is engaged in the business of Loans and 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.

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 othervalue-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 othervalue-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 ?127.87 Lakhs as against ? 63.38 Lakhs in the previous year.

Net profit for the current year is ?283.81 Lakhs as against the net profit of ? 10.34 Lakhs in the previous year.

Earnings per share stood at ?0.74 before

exceptional items and at ?3.80 after exceptional items on Face Value of ?10 each.

Consolidated Financial Performance:

Total revenue from operations on a consolidated basis for the current year is ?10,987.34 Lakhs as against ?10,028.72 Lakhs in the previous year.

Net Profit for the current year is ?822.33 Lakhs as against ?739.10 Lakhs in the previous year.

Earnings per share stood at ? 7.03 on Face Value of ?10each.

3. INDIAN ACCOUNTING STANDARDS:

The Financial Statements for the year ended on 31st March 2024 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 forthe Financial Year 2023-24.

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 ? 56.76 Lakhs to Reserve of the Company.

7.SUBSIDIARY COMPANIES/ JOINT VENTURE/ ASSOCIATES:

As on 31st March 2024, your Company has following

Subsidiary(ies)/Step-down subsidiaries:

i. Maximus International Limited - Subsidiary Company

ii. Maximus Global FZE - Step-down Subsidiary -in Sharjah - UAE (Wholly Owned Subsidiary of Maximus International Limited)

iii. MX Africa Limited - Step-down Subsidiary - in Nairobi - Kenya (Wholly Owned Subsidiary of Maximus International Limited)

iv. Maximus Lubricants LLC - Step-down Subsidiary - in RAK - UAE (Subsidiary of Maximus Global FZE)

v. 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 https://www.optimusfinance.in/wp-co n ten t/up load s/2024/0 5/6.-Pol icy-for-Determining-Material-Subsidiaries.pdf.

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 31st March 2024, hence not annexed with Annual Report

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

L Pursuanttothe provisions of Sections 149and 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, along with Schedule IV to the Act and the SEBI Listing Regulations, Mr. Vinay Pandya (DIN: 08368828), Independent Director, was appointed at the 28th AGM of the members held on 30th September 2019, to hold office for a term of 5 (five) consecutive years with effect from 20th February 2019 to 19th February 2024, not liable to retire by rotation, on the Board of your Company. Thus, the current term of Mr. Vinay Pandya as an Independent Director of the Company ends on

19th February 2024.

Considering his skills, background, experience, integrity, knowledge, expertise, and contributions made over last four years as an Independent Director of the Company and based on his performance evaluation, the Board believes that his continued association as an Independent Director would be of immense benefit to the Company. Accordingly, the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee and approval received from Members in their meeting held on Saturday, 30th September 2023, re-appointed Mr. Vinay Pandya as an Independent Director of the Company for the second consecutive term of 5 (five) years, i.e., from 20th February 2024 to 19th February 2029 (both days inclusive).

n. Pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act 2013 ("the Act") and Rules made thereunder including the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and the Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (including any statutory modification(s) or re-enactment thereof, for the time being in force), the relevant provisions of the Articles of Association of the Company, Mr. Dipak Raval (DIN: 01292764), Whole time Director of the Company, was appointed at the 29th AGM of the members held on 30th September 2020, to hold office for a period of 3 (three) years effective from 10th August 2020 to 9th August 2023. Thus, the current term of Mr. Dipak Raval as an Wole time Director of the Company ends on 9th August 2023.

Considering the growth of business, responsibilities of the Whole time Director are also correspondingly growing. Thus, the involvement of Mr. Dipak Raval in critical business matters requiring him to continue to shoulder larger responsibilities and devote more time and energy for achieving desired results, it was proposed to re-appoint Mr. Dipak Raval (DIN: 01292764) as Whole time Director of the Company for a period of 3 years effective from 10th August 2023 to 9th

August 2026 on such terms and conditions including remuneration as mentioned in draft agreement

HI. Ms. Divya Prajapati resigned from the post of Company Secretary 8t Compliance Officer of the Company with effect from 31 st January 2024.

IV. Ms. Krati Gupta was appointed as Company Secretary 8i Compliance Officer of the Company with effect from 18th March 2024. The Board of Directors, on the basis of recommendation of the Nomination and Remuneration Committee at its meeting held on 18th March 2024 respectively approved the appointment of Ms. Krati Gupta as Company Secretary 8t Compliance Officer of the Company. In the opinion of the Board, she possesses the requisite qualification, expertise and experience.

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 2024:

• Mr. Dipak Raval - Whole-Time Director

• Mr. Milind Joshi - Chief Financial Officer

• Ms. Krati Gupta - Company Secretary 8t Compliance Officer

12. MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES:

The Board met 6 (six) times during the Financial Year 2023-24, 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 8i 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 2024.

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 Company''s

internal financial controls were adequate and effective during Financial Year2023-24.

Accordingly, pursuant to Section 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 2024, 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 2024, 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 forthe 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 Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at https://www.optimusfinance.in/wp-content/uploads/2024/05/4.-Nomination-and-Remuneration-Policy.pdf.

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 https://www.optimusfinance.in/annual-return/.

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 https://www.optimusfinance.in/wp-content/uploads/2024/05/5.-Policy-on-Related-Party-Transactions.pdf.

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: https://www.optimusfinance.in/ wp-content/uploads/2024/05/4.-Nomination-and-Remuneration-Policy.pdf.

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 31st March 2024.

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 AUDITORS¹ 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 2024 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 25th May 2023 had appointed Mr. Hemang Mehta, Proprietor of M/s. H. M. Mehta 8l Associates, Practicing Company Secretaries (COP No. 2554), to conduct Secretarial Audit for the Financial Year 2023-24.

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 2023-24 does not contain any qualification, reservation or adverse remark.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year 2023-24 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 2023-24 was submitted to the Stock Exchange in accordance with the timelines prescribed under Listing Regulations.

29.3. INTERNAL AUDITOR

M/s. DVG 8t Associates, Chartered Accountants, Vadodara (Firm Registration No: 130882W) has been appointed as Internal Auditors for Financial Year 2023-24 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 https://www.optimusfinance.in/wp-content/ uploads/2024/05/3.-Vigil-Mechanism.pdf.

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

As on 31st March 2024, the Authorised Share Capital of the Company was ? 7,50,00,000/- comprising of 75,00,000 Equity Shares of? 10/- each.

During the year under review, there was no change in

Authorized, Issued, Subscribed and Paid-up Share Capital of the Company. During the year under review, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity.

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 byyourCompanyduring Financial Year 2023-24:

Sr. No.	Particulars	Number
01	No. of complaints received during the year	NIL
02	No. of complaints disposed off during the year	NA
03 A —. .	No. of cases pending for more than 90 days during the year	NIL a!

the Company at https://www.optimusfinance.in/wp-content/uploads/2022/01/Policy-on-Prevention-of-Sexual-Harassment-at-Workplace.pdf.

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 forming 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.

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 33rd Annual General Meeting of the Company including the Annual Report for Financial Year 2023-24 are being sent to all Members whose email 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

Place: Vadodara Date: 13.08.2024

---

Mar 31, 2024

Your Directors have pleasure in presenting the Fifty Eighth Annual Report together with the Stand alone and Consolidated Audited Financial Statements of the Company for the financial year ended 31^st March, 2024.

1. FINANCIAL RESULTS (Stand-alone)

	2023-24	2022-23
	'' in Lakhs	'' in Lakhs
Net Sales including Trading and Operating Income	57,962.68	82,689.75
Other Income	2,515.64	1,780.66
Cash Profit/(Loss) before Extraordinary Items and Taxes	9,311.41	14,582.32
Profit/(Loss) before Tax	5,551.60	11,280.12
Provision for Taxation
Current:
(i) Current Tax	1,150.00	2,980.00
(ii) Deferred Tax (Asset) / Liability	557.07	(40.22)
(iii) Tax adjustment for earlier years	(11.72)	(7.68)
Profit/(Loss) after Tax	3,856.25	8,348.02
Balance brought forward from Previous Year	36,159.86	29,051.73
Amount available for appropriation	38,445.49	36,159.86

Note: Previous year figures have been regrouped / rearranged wherever necessary.

2. DIVIDEND:

Your Directors’ have recommended a Dividend of '' 14/- (i.e.140%) per equity shares of '' 10/- each on the Equity Share Capital of '' 558.56 Lakhs for the year ended 31^st March, 2024 (previous year Dividend 275% i.e. '' 27.5/- per share).

The dividend will be paid after approval of shareholders, to the members whose names appear on the Register of Members as on 16^th September, 2024 in case of physical shareholding and, in respect of shares in dematerialised form, it will be paid to members whose names are furnished by the National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. As per Regulation 43A of SEBI LODR Regulations it is not mandatory for the Company to have a Dividend Distribution Policy. However, the Company has a Dividend Distribution Policy, approved by the Board of Directors of the Company. The said policy is available at https://www.transpek.com/wp-content/uploads/2021/07/Dividend-Distribution-Policy-1.pdf.

3. RESULTS OF OPERATIONS AND THE STATE OF THE COMPANY''S AFFAIRS:^^^^^^^^]

The net sale of the Company for the year under review is '' 57,878.26 Lakhs as compared to '' 82,564.97 Lakhs in the previous year, a decrease of 42.65%. Export sales have decreased to '' 50,742.52 Lakhs from '' 71,567.11 Lakhs in the previous year i.e. a decrease of 41.04%. Domestic sales have decreased to '' 7,135.74 Lakhs from '' 10,997.86 Lakhs in the previous year i.e. a decrease of 54.12%. The Company has achieved a net profit of '' 3,856.25 Lakhs for the year 2023-24 as against '' 8,348.02 Lakhs in the previous year, i.e. a decrease of 116.48%.

4. OUTLOOK:

Details on the outlook are given in the Management Discussion and Analysis Report.

5. QUALITY, ENVIRONMENT, HEALTH AND SAFETY MANAGEMENT SYSTEMS:^^^^^^^^

The Company is accredited with Quality - Environment - Occupational Health & Safety and Energy Management systems, QMS ISO 9001:2015, EMS ISO 14001:2015, OHSMS ISO 45001:2018 and EnMS ISO 50001:2018, and TUV - Sud is the Certification agency.

The Company is committed to ensure protection of the environment and maintenance of biodiversity.

The Company continues taking several initiatives to achieve this goal. The Company places a strong emphasis on ensuring occupational health and safety of the employees and surrounding population and has very effective safety management systems in place. The Company is taking many steps towards carbon emission reduction through energy conservation and using renewable energy source.

The Company is also recognised as "Responsible Care Company". We have received certification for Responsible Care for a period of three years from June, 2023 to June, 2026.

As a part of the Corporate Social Responsibility and Sustainable development, in addition to the other initiatives, the Company has continued membership with EcoVadis, and achieved bronze rating in EcoVadis audit.

6. SUBSIDIARY COMPANY:

Transpek Creative Chemistry Private Limited:

Transpek Creative Chemistry Private Limited (TCCPL) is a wholly owned subsidiary of the Company which was incorporated on 6^th January, 2020 with the objective of pursuing various business opportunities. TCCPL’s financial statements are consolidated with the Company’s financial statements. During the year under review, paid up share capital of TCCPL increased from '' 1.00 Lakhs to '' 5.00 Lakhs.

7. DISCLOSURE UNDER THE COMPANIES ACT, 2013:

I nformation given below is pursuant to various disclosure requirements prescribed under the Companies Act, 2013 (hereinafter ''the Act’), the rules thereunder and as per the Secretarial Standard IV on the Report of the Board of Directors, to the extent applicable to the Company and is in addition to those included in appropriate places in the Corporate Governance Report as prescribed under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 [hereinafter ''SEBI LODR Regulations’] forming part of the Annual Report.

a) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 and under Part - I Disclosures of Secretarial Standard IV is annexed to this report as ''Annexure - I’.

b) WEB ADDRESS WHERE ANNUAL RETURN REFERRED TO IN SUB-SECTION (3) OF SECTION 92 HAS BEEN PLACED:

The Annual Return in form no. MGT - 7 as per Section 134 (3) (a) of the Act read with Rule 8 of Companies (Accounts) Rules, 2014 and Rule 12 of Companies (Management and Administration) Rules, 2014 is available at https://www. transpek.com/wp-content/uploads/2024/04/Annual-Return-22-23.pdf.

c) REMUNERATION POLICY AND INFORMATION REGARDING REMUNERATION:

Particulars of the Company’s Remuneration Policy and information pursuant to Rule 5 (1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as ''Annexure - II’. A copy of Policy is placed on the website of the Company https://www.transpek.com/wp-content/uploads/2022/05/ Nomination-and-Remuneration-Policy.pdf

d) CRITERIA FOR APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

	The Nomination and Remuneration Committee shall consider the following aspects and traits for selecting a person for Directorship:		The Nomination and Remuneration Committee shall consider the following aspects and traits for selecting a person for appointment in Key Managerial position and other Senior Management positions:
Qualifications Age Expertise and Experience Understanding of Governance and Management Practices Independence			Qualifications Age Experience and Competence Industry background Managerial and Leadership abilities

A copy of the Policy is placed on the website of the Company. The link of the said policy is mentioned at point 7 (c).

e) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the year under review, your Company has not directly or indirectly -

(i) given any loan to any person or other body corporate other than usual advances envisaged in a contract for supply of materials or equipment or job work, if any;

(ii) given any guarantee or provided security in connection with a loan to any other body corporate or person; and

(iii) acquired by way of subscription, purchase or otherwise, the securities of any other body corporate, except to that of Transpek Creative Chemistry Private Limited, Wholly Owned Subsidiary of the Company.

f) RELATED PARTY TRANSACTIONS:

During the year under review, all the Related Party Transactions of repetitive nature were in the ordinary course of business and on an arm’s length basis. Those transactions and subsequent material modification were entered into after the Audit Committee of Directors’ prior approval or approval in the form of omnibus approval as provided in SEBI LODR Regulations.

Apart from these, the Company has carried out transactions with the following related parties as per the long term contracts approved by the Audit Committee and Board of Directors of the Company as required under the Act and the SEBI LODR Regulations:

> continued the arrangement with M/s. TML Industries Limited (''TML’) for manufacture of the Company’s product on job-work basis at TML’s factory premises situated at Village: Piludra, Dist: Bharuch and Village: Karakhadi, Dist: Vadodara;

> receipt of lease rent for leasing of the Company’s capital assets to TML pursuant to Lease Agreement;

> Payment of Commission on Sales to M/s. Anshul Life Science as a Distributor of the Company’s products; and

> Supply agreement between the Company and Silox India Private Limited (''SIPL’) for supply of Sulphur Dioxide. The above transactions were not material related party transaction and hence prior approval of the shareholders of the Company was not required to be obtained.

The Company has also granted financial assistance to Shroff Foundation Trust, Baroda Citizens Council, Shrujan LLDC, Shroffs Family Charitable Trust and Vivekanand Research Training Institute for carrying out charitable activities, after prior approval of Audit Committee.

Your Directors draw attention of the members to Note no. 43 to the financial statement which sets out related party disclosures. Form AOC - 2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is also attached as Annexure - II to this report.

The policy on materiality of related party transactions etc., as approved by the Board is placed on the Company’s website on the link: https://www.transpek.com/wp-content/uploads/2022/04/Policy-on-Related-Party-Transactions.pdf.

g) RISK MANAGEMENT:

The Company has formulated a policy to identify and evaluate business risks and opportunities in compliance with the provisions of Section 134 (3) (n) of the Act. This policy framework ensures transparency, minimises adverse impact on the business objectives and enhances the Company’s competitive advantage.

On the basis of ISO: 31000 standard, the Company has adopted the Risk Management Procedures and has also put a mechanism in place for managing risk factors in technical and commercial areas. During the year under review, your Company has identified critical risks of the Company which the Committee/Board periodically review and suggest mitigating measures.

As per regulation 21 of SEBI LODR Regulations, it is not mandatory for the Company to have a Risk Management Committee. However, the Company has voluntarily constituted a Risk Management Committee.

Details of terms of reference of the Risk Management Committee and composition of the Committee is given in the Corporate Governance Report.

Also, a brief analysis of the Company’s Opportunities and Threats are given in Management Discussion and Analysis Report.

h) EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES OF DIRECTORS AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of Sections 134 (3) (p) and 178 of the Act, Rule 8 (4) of the Companies (Accounts) Rules, 2014 and Regulations 17 and 19 of SEBI LODR Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually, evaluation of the Chairman of the Board as well as of the working of the Audit, Nomination & Remuneration and other Committees of the Board. The manner in which the evaluation has been carried out has been explained in the ''Corporate Governance Report’ which forms a part of this Annual Report.

i) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There were no material changes and commitments that have affected the financial position of the Company which have occurred between the financial year ended on 31^st March, 2024 and the date of this report.

j) ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has laid down adequate and effective Internal Financial Controls with reference to financial statements, commensurate with its size and nature of business operations. During the year, such controls were tested and upgraded, where necessary, and no reportable material weaknesses in their design or operation were observed.

k) LEGAL COMPLIANCE:

The Board has devised proper systems commensurate with the size and operations of the Company to monitor and ensure compliance of all the applicable laws, Rules and Standards and the said system is found adequate and operating effectively. The functional heads of the different departments responsible for compliance submit compliance reports to the Managing Director, based on which the Company Secretary and the Managing Director provide compliance certificate to the Board on a quarterly basis. The Company also has put in place a software for Compliance Tracker for all compliances that the Company is required to carry out.

l) CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review, your Company carried out various CSR activities directly as well as through the organisations to whom your Company had provided funds for carrying out its CSR activities. Details of such activities are as under:

Unified Growth Foundation (UGF) UGF publishes ''Balmurti online magazine once in every fortnight which is globally distributed through different national and international news platforms. The magazine is meant for all the various stakeholders working with children. Balmurti also has presence on social media platforms like Twitter, Facebook and Instagram. During 2023-2024, a total of 24 magazines have been released. Audio and video articles published in the magazine are available on its official website www.balmurtionline.com. About 20,000 emails and 10,000 WhatsApp messages are being forwarded worldwide to circulate Balmurti.

SaMvitti Foundation continued "Connecting women with literature" project. It aims at providing opportunity to women belonging to socially, economically and psychologically diverse backgrounds, through interactive engagement with classic and inspiring stories from Indian and world literature. During the year 2023-24, total 67 offline sessions were conducted in different organisations and total 734 women and girls were benefited.

Ram Krishna Mission (RKM) continued working for imparting values and life skill education to young boys and girls to make them able and better citizens of the future. Altogether, 150 underprivileged school students residing in Ekalbara village and in low-income areas of Vadodara city were benefited.

Shroffs Foundation Trust (SFT) continued The SHANTI Health project which is implemented in 34 villages of Chhotaudepur. During the year, total 1085 patients were screened and given primary treatment. Total 240 health awareness and educational programs were conducted in which 9037 participants benefited. Total 2596 children of 198 Anganwadi were closely monitored by regular visits. In order to combat malnutrition, 300 nutrition kits (poshan potli) and kitchen garden kits were provided to the women and their families.

Sharda Medical Centre (SMC) is a need-based model equipped and developed to cater health needs of local people from remote areas of Chhotaudepur. The Company supported to re-establish the SMC’s premises and infrastructure during the year due to increase in people who approached the centre for availing health benefits and services.

The "Lakhpati Kisan Yojna" is envisioned to achieve 1 Lakh plus income of the targeted tribal land holder through multiple interventions. The program was continued by SFT during 2023-24. The project envisages working with 500 farmers of 9 villages of Chhotaudepur to make each farmer a "Lakhpati Kisan."

Under the SFT’s, Climate Resilient Farming, the project interventions included promotion of 470 wadis (fruit orchard) with vegetables cultivation. This project helped farmers earn upto '' 25000- '' 30000 per month from the high valued creeper vegetable. Additional support in form of poultry units were given to 470 wadi beneficiaries to support family income. The project also included 30 landless/ marginal households providing avenues for sustainable livelihood.

Under the comprehensive livelihood program, 735 tribal households in Chhotaudepur are provided with 30 Kadaknath poultry bird’s units with knowledge, health care support and nutritious food. Total 10,000 families are planned to be covered under the program to make them successful entrepreneurs.

SFT also joined hands with NABARD and Transpek for building Rural Haat (local market) at Rajuvant village of Chhotaudepur. The construction of 84 open shops, 6 permanent shops, fencing and sanitation facilities were completed during 2023-24 and were handed over to the Local Haat Committee in presence of 300 local tribal people, Chief General Manager of NABARD, Trustees of SFT and Transpek team. Today, the Rural Haat has regular weekly business of around '' 5 Lakhs with about people from 15 villages availing the marketing facility.

Ongoing Project with Shroffs Foundation Trust for Skill Development and Livelihood: Your Company along with SFT is carrying out a project for a span of 3 years from the year 2022-2023 for installation and maintenance of micro drip irrigation and solar powered technology which would be transfer to local youths after the project gets complete for them to earn livelihood. This project is being carried out in Chhotaudepur and Narmada District of Gujarat.

CSR activities carried out directly by the Company:

Your Company’s own CSR team continued to initiate programmes in villages in and around Ekalbara. Under the Education support program, the team supported 183 students of classes I to X, for better academic performance. Results showed that the students’ academic performance substantially improved. The students are also guided and motivated for higher studies.

The Company Vocational Training Centre (VTC) which was launched in January, 2021 was continued during the year. Various NGO’s approached the Company for extending the Company’s VTC model. VTC models were started in Jambusar, Bharuch through Aatapi Seva Foundation, through Mahiti Trust in Dholera, Ahmedabad, Through Mahavir Foundation Trust and Sai’s Angels Foundation Trust in Vadodara City, also developed Model VTC at Gunata Village ( Chhotaudepur District ).

Throughout the year Total 240 trainees were trained in all VTCs centres and out of that 127 trainees employed/self-employed and 37 trainees were opted higher studies. These trainees are now able to earn up to '' 20,000/- per month.

Also, as per the directives from the Collector''s Office, Vadodara under TIL- CSR, one Smart board was installed in each of the two nearby primary schools (Grade 1-8^th ) of our company. The teachers and students expressed joy and effective learning with the help of multi-media.

A brief outline of the policy and the CSR activities carried out during the year is annexed to this report as ''Annexure - IV’.

m) PARTICULARS OF EMPLOYEES:

The information required under Section 197 (12) of the Act read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as ''Annexure - V’ and forms part of this Report.

n) SECRETARIAL AUDITOR AND SECRETARIAL AUDITOR''S REPORT:

Pursuant to the provisions of Section 204 of the Act and the Rules made thereunder and Regulation 24A of the SEBI LODR Regulations, the Board of Directors has appointed Shri Vijay L. Vyas, Practising Company Secretary (FCS: 1602; CP No. 13175), Vadodara, as the Secretarial Auditor of the Company to conduct Secretarial Audit for the year ended 31^st March, 2024. The Secretarial Auditor has submitted his Report on Secretarial Audit conducted by him which is annexed to this report as ''Annexure - VI’. He has also given Annual Secretarial Compliance Report as required under SEBI LODR Regulations, which has been submitted to BSE Limited. The said Reports do not contain any qualification, reservation or adverse remark.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Shri Ravi A. Shroff, Non-Executive and Non-Independent Director of the Company, will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Directors recommend his reappointment.

Pursuant to the provisions of the Companies Act, 2013 read with SEBI LODR Regulations, 2015, 5 (five) Independent Directors viz. Shri Ninad D. Gupte, Dr. Bernd Dill, Shri Nimish U. Patel, Smt. Geeta A. Goradia and Shri Hemant J. Bhatt have completed their statutory tenure as Independent Directors of the Company on 8^th August, 2024. They ceased to be Independent Directors at the close of business hours on 8^th August, 2024. The Board of Directors placed on record their gratitude and deep sense of appreciation for their enormous contributions for the growth of the Company.

The Board of Directors had at its respective meetings held on 8^th July, 2024 and 8^th August, 2024, appointed (five) new Directors viz. Shri Rajeev M. Pandia, Shri Vijay S. Maniar, Smt. Rita A. Teaotia, Shri Maulik D. Mehta and Shri Ramkisan A. Devidayal as Additional Directors designated as Independent Directors of the Company w.e.f. 9^th August, 2024 for a period of five years. Their appointment as Independent Directors is placed before the approval of the members of the Company at the Annual General Meeting scheduled to be held on 24^th September, 2024.

Also, the Board of Directors had at its meeting held on 8^th July, 2024, re-appointed Shri Anandmohan Tiwari as Independent Director of the Company for a second term of five years w.e.f. 24^th December, 2024. His re-appointment as Independent Director is also placed before the approval of the members of the Company at the Annual General Meeting scheduled to be held on 24^th September, 2024.

©TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND ACCOUNT SET UP BY GOVERNMENT OF INDIA:

During the year under review, your Company has transferred to IEPF the unclaimed dividend amount of '' 5,70,495/- and 4330 equity shares of the shareholders of the Company whose dividend had been lying unclaimed with the Company for a period seven consecutive years pursuant to Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and subsequent amendments thereto by the Ministry of Corporate Affairs, Government of India.

The list of the shareholders whose dividend and shares are transferred to IEPF is available on the Company’s website www.transpek.com .

Pursuant to the requirements under Section 134 (3) (c) of the Act with respect to Directors’ Responsibility Statement, the Directors state that:

In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

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The Directors had taken proper and sufficient care 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;

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The Directors had prepared the annual accounts on a going concern basis;

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The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 the Act as well as under Regulation 25 of SEBI LODR Regulations.

^12.^CORPORATE GOVERNANCE:_

A separate report on Corporate Governance as required under Regulation 34 of the SEBI LODR Regulations, 2015 is included in this Report along with a certificate of the Auditor confirming its compliance with the conditions of Corporate Governance stipulated under the said Regulation.

^13.^A UDITORS AND AUDITORS’ REPORT:_

a) STATUTORY AUDITORS:

The members of the Company, had, at their 54^th Annual General Meeting held on 23^rd September, 2020, appointed M/s. Bansi S. Mehta & Co., Chartered Accountants, Mumbai as Statutory Auditors of the Company for a period of five years i.e. from the conclusion of the 54^th Annual General Meeting upto the conclusion of 59^th Annual General Meeting to be held in the year 2025 as prescribed under Section 139(1) and (2) of the Act and relevant rules framed thereunder. The remuneration of Auditors as recommended by the Audit Committee is approved by the Board.

The Auditors’ Report does not contain any qualification, reservation or adverse remark or disclaimer. The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

b) COST AUDIT COMPLIANCE:

The Board has re-appointed M/s. Y.S.Thakar & Co., Cost Accountants, as the Cost Auditors for conducting cost audit of cost records of the Company for the Financial Year 2023-2024 under Section 148 (1) of the Act. Pursuant to Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit Report for the financial year ended 31^st March, 2023 was submitted to the Central Government on 22^nd August, 2023. Necessary resolution for approval of their remuneration as recommended by the Audit Committee and the Board of Directors is being proposed for ratification at the ensuing 58^th Annual General Meeting. Their Report does not contain any qualification, reservation or adverse remark or disclaimer.

^14.^ DISCLOSURES:_

a) AUDIT COMMITTEE:

Details of the composition of the Audit Committee of Directors of the Company have been mentioned in the Corporate Governance Report. During the year under review, there were no instances wherein the Board of Directors of the Company did not accept the recommendations of the Audit Committee.

More details about all the Committees of Directors are given in the Corporate Governance Report.

b) MEETINGS OF THE BOARD:

During the year under review 7 (seven) Board meetings were held. For further details, please refer to the Report on Corporate Governance.

c) VIGIL MECHANISM/WHISTLE BLOWER:

The Company has established a Vigil Mechanism/Whistle Blower Policy to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of code of conduct, details of which have been given in the Corporate Governance Report. The Whistle Blower Policy has been posted on the website of the Company and can be accessed at link -http://www.transpek.com/pdf/whistle-blower-policy.pdf.

^!5.^CHANGE IN THE NATURE OF BUSINESS:_

During the year under review, there was no change in the nature of the business of the Company.

^16.^ FIXED DEPOSITS:_

During the year under review, your Company has accepted/renewed deposits amounting to '' 11,72,04,000/- only from the shareholders of the Company. The deposits which matured and remained unclaimed as at 31^st March, 2024 amount to '' 15,87,000/-. The Company had sent written reminders to the Depositors for their appropriate action in this regard and as on the date of this report deposits amounting to '' 25,000/- only have remained unclaimed.

The Deposits and Interest which remained unclaimed for the last seven years have been transferred to the Investor Education and Protection Fund as required under Section 125 of the Act. The list of the depositors whose deposits and interest are transferred to IEPF is available on the Company’s website https://www.transpek.com/index.php/policies-and-other-information/.

During the year, there has been no default in repayment of deposits or payment of interest thereon. Also, during the year, there were no deposits accepted by the Company which did not comply with the requirements of Chapter V of the Act.

^17.^STOCK EXCHANGE:_

The Company’s equity shares are listed on the BSE Limited and the Listing Fees of the Company for the Financial Year 2023-2024 have been paid. The address of the said Exchange is as under:

BSE Limited

Phiroze Jeejeebhoy Towers,

Dalal Street, Fort, Mumbai - 400 001.

Scrip ID: ''transpek’; Scrip Code: 506687; Group/Index: ''B’; ISIN: INE687A01016

^18.^ HEALTH CARE AND WELFARE OF EMPLOYEES:_

Employees'' Welfare Schemes such as subsidised food in the Company’s canteen at the factory, medical facilities, Group Term Life Insurance, Group Mediclaim Insurance and Group Accident Insurance continued to be maintained by the Company. The Company has also availed a top up medical insurance policy of '' 4,00,000/- per employee so that they can avail proper medical treatment. Sports and cultural activities are given due importance. The Company has also set up a place for playing Table Tennis and a Gym for the employees. Employees are also given core long-term health offering which includes making available preventive medical examinations to cover mental health, fitness and nutrition. Employees are offered training programmes and workshops on health-oriented leadership. Monetary support is also given to employees who wish to acquire higher educational qualifications.

The Company has also availed regular services of a homeopathy doctor at all three sites and registered office. Several employees consult the said doctor and are seeing good results in their health issues.

Merit awards are given to employees'' children for their academic achievements. The Company promotes innovation, rewards for performance and provides opportunities for people to grow. In addition, your Company has put in place a range of initiatives for attracting and retaining a high-performance work force. The Company also rewards exemplary performance of employees.

^19.^ PROTECTION OF WOMEN AT WORKPLACE:_

The Company has employed a number of women in various cadres. It has put in place a Prevention of Sexual Harassment Policy at work place in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An internal committee of women employees is also set up to redress complaints received which are monitored by women supervisors who are fully aware of the Policy and redressal mechanism. All employees of the Company and those of contractors as well as trainees are covered under this Policy. No complaint was received from any employee during the financial year 2023-2024 and no complaint is pending as on 31^st March, 2024 for redressal.

^20.^ MANAGEMENT DISCUSSION AND ANALYSIS:_

The report on Management Discussion and Analysis as required under Regulation 34 (2) (e) and Schedule V of SEBI LODR Regulations dealing with the Operations, Business Performance, etc. is given separately and it forms part of this Annual Report.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge the co-operation and assistance extended to the Company by the Company''s Bankers and Central and State Government agencies. Your Directors also wish to place on record their appreciation of the contribution made by employees at all levels towards the growth of the Company. Your Directors acknowledge with gratitude the support of the shareholders, investors, customers and suppliers for the faith reposed in the Company and its management.

BY ORDER OF THE BOARD

PLACE: VADODARA A. C. SHROFF

DATED: 21^st May, 2024 CHAIRMAN

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Mar 31, 2024

The Directors are pleased to present to you the 33rd 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 2024.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the year ended 31 st March 2024, on a Standalone and Consolidated basis, is summarized below:

	Standalone Basis		Consolidated Basis
rarXICUIarS	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	127.87	63.38	10,987.34	10,028.72
Total Revenue From Operations	127.87	63.38	10,987.34	10,028.72
Other Income	0.18	0.06	430.75	153.15
Total Income	128.05	63.44	11,418.08	10,181.87
Finance Cost	2.84	6.89	208.09	162.01
Fees and Commission Expense	-	-	-	-
Cost of Material Consumed	-	-	6793.95	6,515.36
Purchase Of Stock in trade	-	-	2255.08	1662.10
Purchase Of Shares	-	-	-	-
Changes in inventories to finished goods, stock in trade and Work-in-progress	-	-	32.27	(78.78)
Employee benefits expenses	33.25	30.38	457.35	459.17
Depreciation, amortization and impairment	-	-	135.53	126.91
Other expenses	16.88	15.53	617.77	534.07
Total expenses	52.97	52.80	10,500.03	9380.85
Exceptional items	260.09	-	-	-
Profit /(Loss) before Tax	335.17	10.65	918.05	801.03
Less: Tax Expenses
Current Tax	43.18	1.93	83.67	66.91
Deferred Tax	8.18	(1.62)	11.54	0.76
Income Tax Earlier Years	-	-	-	*
Excess or short provision of earlier years	-	-	0.51	(5.75)
Profit after tax for the Period	283.81	10.34	822.33	739.10
Total Other Comprehensive income	-	-	65.61	49.71
Total Comprehensive income / (loss) for the Period	283.81	10.34	887.94	788.81

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS:

Operational Highlights:

The Company is engaged in the business of Loans and 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.

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 othervalue-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 othervalue-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 ?127.87 Lakhs as against ? 63.38 Lakhs in the previous year.

Net profit for the current year is ?283.81 Lakhs as against the net profit of ? 10.34 Lakhs in the previous year.

Earnings per share stood at ?0.74 before

exceptional items and at ?3.80 after exceptional items on Face Value of ?10 each.

Consolidated Financial Performance:

Total revenue from operations on a consolidated basis for the current year is ?10,987.34 Lakhs as against ?10,028.72 Lakhs in the previous year.

Net Profit for the current year is ?822.33 Lakhs as against ?739.10 Lakhs in the previous year.

Earnings per share stood at ? 7.03 on Face Value of ?10each.

3. INDIAN ACCOUNTING STANDARDS:

The Financial Statements for the year ended on 31st March 2024 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 forthe Financial Year 2023-24.

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 ? 56.76 Lakhs to Reserve of the Company.

7.SUBSIDIARY COMPANIES/ JOINT VENTURE/ ASSOCIATES:

As on 31st March 2024, your Company has following

Subsidiary(ies)/Step-down subsidiaries:

i. Maximus International Limited - Subsidiary Company

ii. Maximus Global FZE - Step-down Subsidiary -in Sharjah - UAE (Wholly Owned Subsidiary of Maximus International Limited)

iii. MX Africa Limited - Step-down Subsidiary - in Nairobi - Kenya (Wholly Owned Subsidiary of Maximus International Limited)

iv. Maximus Lubricants LLC - Step-down Subsidiary - in RAK - UAE (Subsidiary of Maximus Global FZE)

v. 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 https://www.optimusfinance.in/wp-co n ten t/up load s/2024/0 5/6.-Pol icy-for-Determining-Material-Subsidiaries.pdf.

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 31st March 2024, hence not annexed with Annual Report

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

L Pursuanttothe provisions of Sections 149and 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, along with Schedule IV to the Act and the SEBI Listing Regulations, Mr. Vinay Pandya (DIN: 08368828), Independent Director, was appointed at the 28th AGM of the members held on 30th September 2019, to hold office for a term of 5 (five) consecutive years with effect from 20th February 2019 to 19th February 2024, not liable to retire by rotation, on the Board of your Company. Thus, the current term of Mr. Vinay Pandya as an Independent Director of the Company ends on

19th February 2024.

Considering his skills, background, experience, integrity, knowledge, expertise, and contributions made over last four years as an Independent Director of the Company and based on his performance evaluation, the Board believes that his continued association as an Independent Director would be of immense benefit to the Company. Accordingly, the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee and approval received from Members in their meeting held on Saturday, 30th September 2023, re-appointed Mr. Vinay Pandya as an Independent Director of the Company for the second consecutive term of 5 (five) years, i.e., from 20th February 2024 to 19th February 2029 (both days inclusive).

n. Pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act 2013 ("the Act") and Rules made thereunder including the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and the Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (including any statutory modification(s) or re-enactment thereof, for the time being in force), the relevant provisions of the Articles of Association of the Company, Mr. Dipak Raval (DIN: 01292764), Whole time Director of the Company, was appointed at the 29th AGM of the members held on 30th September 2020, to hold office for a period of 3 (three) years effective from 10th August 2020 to 9th August 2023. Thus, the current term of Mr. Dipak Raval as an Wole time Director of the Company ends on 9th August 2023.

Considering the growth of business, responsibilities of the Whole time Director are also correspondingly growing. Thus, the involvement of Mr. Dipak Raval in critical business matters requiring him to continue to shoulder larger responsibilities and devote more time and energy for achieving desired results, it was proposed to re-appoint Mr. Dipak Raval (DIN: 01292764) as Whole time Director of the Company for a period of 3 years effective from 10th August 2023 to 9th

August 2026 on such terms and conditions including remuneration as mentioned in draft agreement

HI. Ms. Divya Prajapati resigned from the post of Company Secretary 8t Compliance Officer of the Company with effect from 31 st January 2024.

IV. Ms. Krati Gupta was appointed as Company Secretary 8i Compliance Officer of the Company with effect from 18th March 2024. The Board of Directors, on the basis of recommendation of the Nomination and Remuneration Committee at its meeting held on 18th March 2024 respectively approved the appointment of Ms. Krati Gupta as Company Secretary 8t Compliance Officer of the Company. In the opinion of the Board, she possesses the requisite qualification, expertise and experience.

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 2024:

• Mr. Dipak Raval - Whole-Time Director

• Mr. Milind Joshi - Chief Financial Officer

• Ms. Krati Gupta - Company Secretary 8t Compliance Officer

12. MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES:

The Board met 6 (six) times during the Financial Year 2023-24, 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 8i 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 2024.

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 Company''s

internal financial controls were adequate and effective during Financial Year2023-24.

Accordingly, pursuant to Section 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 2024, 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 2024, 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 forthe 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 Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at https://www.optimusfinance.in/wp-content/uploads/2024/05/4.-Nomination-and-Remuneration-Policy.pdf.

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 https://www.optimusfinance.in/annual-return/.

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 https://www.optimusfinance.in/wp-content/uploads/2024/05/5.-Policy-on-Related-Party-Transactions.pdf.

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: https://www.optimusfinance.in/ wp-content/uploads/2024/05/4.-Nomination-and-Remuneration-Policy.pdf.

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 31st March 2024.

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 AUDITORS¹ 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 2024 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 25th May 2023 had appointed Mr. Hemang Mehta, Proprietor of M/s. H. M. Mehta 8l Associates, Practicing Company Secretaries (COP No. 2554), to conduct Secretarial Audit for the Financial Year 2023-24.

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 2023-24 does not contain any qualification, reservation or adverse remark.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year 2023-24 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 2023-24 was submitted to the Stock Exchange in accordance with the timelines prescribed under Listing Regulations.

29.3. INTERNAL AUDITOR

M/s. DVG 8t Associates, Chartered Accountants, Vadodara (Firm Registration No: 130882W) has been appointed as Internal Auditors for Financial Year 2023-24 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 https://www.optimusfinance.in/wp-content/ uploads/2024/05/3.-Vigil-Mechanism.pdf.

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

As on 31st March 2024, the Authorised Share Capital of the Company was ? 7,50,00,000/- comprising of 75,00,000 Equity Shares of? 10/- each.

During the year under review, there was no change in

Authorized, Issued, Subscribed and Paid-up Share Capital of the Company. During the year under review, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity.

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 byyourCompanyduring Financial Year 2023-24:

Sr. No.	Particulars	Number
01	No. of complaints received during the year	NIL
02	No. of complaints disposed off during the year	NA
03 A —. .	No. of cases pending for more than 90 days during the year	NIL a!

the Company at https://www.optimusfinance.in/wp-content/uploads/2022/01/Policy-on-Prevention-of-Sexual-Harassment-at-Workplace.pdf.

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 forming 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.

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 33rd Annual General Meeting of the Company including the Annual Report for Financial Year 2023-24 are being sent to all Members whose email 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

Place: Vadodara Date: 13.08.2024

---

Mar 31, 2024

The Directors are pleased to present to you the 33rd 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 2024.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the year ended 31 st March 2024, on a Standalone and Consolidated basis, is summarized below:

	Standalone Basis		Consolidated Basis
rarXICUIarS	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	127.87	63.38	10,987.34	10,028.72
Total Revenue From Operations	127.87	63.38	10,987.34	10,028.72
Other Income	0.18	0.06	430.75	153.15
Total Income	128.05	63.44	11,418.08	10,181.87
Finance Cost	2.84	6.89	208.09	162.01
Fees and Commission Expense	-	-	-	-
Cost of Material Consumed	-	-	6793.95	6,515.36
Purchase Of Stock in trade	-	-	2255.08	1662.10
Purchase Of Shares	-	-	-	-
Changes in inventories to finished goods, stock in trade and Work-in-progress	-	-	32.27	(78.78)
Employee benefits expenses	33.25	30.38	457.35	459.17
Depreciation, amortization and impairment	-	-	135.53	126.91
Other expenses	16.88	15.53	617.77	534.07
Total expenses	52.97	52.80	10,500.03	9380.85
Exceptional items	260.09	-	-	-
Profit /(Loss) before Tax	335.17	10.65	918.05	801.03
Less: Tax Expenses
Current Tax	43.18	1.93	83.67	66.91
Deferred Tax	8.18	(1.62)	11.54	0.76
Income Tax Earlier Years	-	-	-	*
Excess or short provision of earlier years	-	-	0.51	(5.75)
Profit after tax for the Period	283.81	10.34	822.33	739.10
Total Other Comprehensive income	-	-	65.61	49.71
Total Comprehensive income / (loss) for the Period	283.81	10.34	887.94	788.81

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS:

Operational Highlights:

The Company is engaged in the business of Loans and 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.

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 othervalue-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 othervalue-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 ?127.87 Lakhs as against ? 63.38 Lakhs in the previous year.

Net profit for the current year is ?283.81 Lakhs as against the net profit of ? 10.34 Lakhs in the previous year.

Earnings per share stood at ?0.74 before

exceptional items and at ?3.80 after exceptional items on Face Value of ?10 each.

Consolidated Financial Performance:

Total revenue from operations on a consolidated basis for the current year is ?10,987.34 Lakhs as against ?10,028.72 Lakhs in the previous year.

Net Profit for the current year is ?822.33 Lakhs as against ?739.10 Lakhs in the previous year.

Earnings per share stood at ? 7.03 on Face Value of ?10each.

3. INDIAN ACCOUNTING STANDARDS:

The Financial Statements for the year ended on 31st March 2024 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 forthe Financial Year 2023-24.

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 ? 56.76 Lakhs to Reserve of the Company.

7.SUBSIDIARY COMPANIES/ JOINT VENTURE/ ASSOCIATES:

As on 31st March 2024, your Company has following

Subsidiary(ies)/Step-down subsidiaries:

i. Maximus International Limited - Subsidiary Company

ii. Maximus Global FZE - Step-down Subsidiary -in Sharjah - UAE (Wholly Owned Subsidiary of Maximus International Limited)

iii. MX Africa Limited - Step-down Subsidiary - in Nairobi - Kenya (Wholly Owned Subsidiary of Maximus International Limited)

iv. Maximus Lubricants LLC - Step-down Subsidiary - in RAK - UAE (Subsidiary of Maximus Global FZE)

v. 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 https://www.optimusfinance.in/wp-co n ten t/up load s/2024/0 5/6.-Pol icy-for-Determining-Material-Subsidiaries.pdf.

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 31st March 2024, hence not annexed with Annual Report

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

L Pursuanttothe provisions of Sections 149and 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, along with Schedule IV to the Act and the SEBI Listing Regulations, Mr. Vinay Pandya (DIN: 08368828), Independent Director, was appointed at the 28th AGM of the members held on 30th September 2019, to hold office for a term of 5 (five) consecutive years with effect from 20th February 2019 to 19th February 2024, not liable to retire by rotation, on the Board of your Company. Thus, the current term of Mr. Vinay Pandya as an Independent Director of the Company ends on

19th February 2024.

Considering his skills, background, experience, integrity, knowledge, expertise, and contributions made over last four years as an Independent Director of the Company and based on his performance evaluation, the Board believes that his continued association as an Independent Director would be of immense benefit to the Company. Accordingly, the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee and approval received from Members in their meeting held on Saturday, 30th September 2023, re-appointed Mr. Vinay Pandya as an Independent Director of the Company for the second consecutive term of 5 (five) years, i.e., from 20th February 2024 to 19th February 2029 (both days inclusive).

n. Pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act 2013 ("the Act") and Rules made thereunder including the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and the Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (including any statutory modification(s) or re-enactment thereof, for the time being in force), the relevant provisions of the Articles of Association of the Company, Mr. Dipak Raval (DIN: 01292764), Whole time Director of the Company, was appointed at the 29th AGM of the members held on 30th September 2020, to hold office for a period of 3 (three) years effective from 10th August 2020 to 9th August 2023. Thus, the current term of Mr. Dipak Raval as an Wole time Director of the Company ends on 9th August 2023.

Considering the growth of business, responsibilities of the Whole time Director are also correspondingly growing. Thus, the involvement of Mr. Dipak Raval in critical business matters requiring him to continue to shoulder larger responsibilities and devote more time and energy for achieving desired results, it was proposed to re-appoint Mr. Dipak Raval (DIN: 01292764) as Whole time Director of the Company for a period of 3 years effective from 10th August 2023 to 9th

August 2026 on such terms and conditions including remuneration as mentioned in draft agreement

HI. Ms. Divya Prajapati resigned from the post of Company Secretary 8t Compliance Officer of the Company with effect from 31 st January 2024.

IV. Ms. Krati Gupta was appointed as Company Secretary 8i Compliance Officer of the Company with effect from 18th March 2024. The Board of Directors, on the basis of recommendation of the Nomination and Remuneration Committee at its meeting held on 18th March 2024 respectively approved the appointment of Ms. Krati Gupta as Company Secretary 8t Compliance Officer of the Company. In the opinion of the Board, she possesses the requisite qualification, expertise and experience.

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 2024:

• Mr. Dipak Raval - Whole-Time Director

• Mr. Milind Joshi - Chief Financial Officer

• Ms. Krati Gupta - Company Secretary 8t Compliance Officer

12. MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES:

The Board met 6 (six) times during the Financial Year 2023-24, 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 8i 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 2024.

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 Company''s

internal financial controls were adequate and effective during Financial Year2023-24.

Accordingly, pursuant to Section 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 2024, 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 2024, 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 forthe 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 Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at https://www.optimusfinance.in/wp-content/uploads/2024/05/4.-Nomination-and-Remuneration-Policy.pdf.

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 https://www.optimusfinance.in/annual-return/.

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 https://www.optimusfinance.in/wp-content/uploads/2024/05/5.-Policy-on-Related-Party-Transactions.pdf.

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: https://www.optimusfinance.in/ wp-content/uploads/2024/05/4.-Nomination-and-Remuneration-Policy.pdf.

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 31st March 2024.

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 AUDITORS¹ 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 2024 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 25th May 2023 had appointed Mr. Hemang Mehta, Proprietor of M/s. H. M. Mehta 8l Associates, Practicing Company Secretaries (COP No. 2554), to conduct Secretarial Audit for the Financial Year 2023-24.

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 2023-24 does not contain any qualification, reservation or adverse remark.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year 2023-24 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 2023-24 was submitted to the Stock Exchange in accordance with the timelines prescribed under Listing Regulations.

29.3. INTERNAL AUDITOR

M/s. DVG 8t Associates, Chartered Accountants, Vadodara (Firm Registration No: 130882W) has been appointed as Internal Auditors for Financial Year 2023-24 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 https://www.optimusfinance.in/wp-content/ uploads/2024/05/3.-Vigil-Mechanism.pdf.

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

As on 31st March 2024, the Authorised Share Capital of the Company was ? 7,50,00,000/- comprising of 75,00,000 Equity Shares of? 10/- each.

During the year under review, there was no change in

Authorized, Issued, Subscribed and Paid-up Share Capital of the Company. During the year under review, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity.

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 byyourCompanyduring Financial Year 2023-24:

Sr. No.	Particulars	Number
01	No. of complaints received during the year	NIL
02	No. of complaints disposed off during the year	NA
03 A —. .	No. of cases pending for more than 90 days during the year	NIL a!

the Company at https://www.optimusfinance.in/wp-content/uploads/2022/01/Policy-on-Prevention-of-Sexual-Harassment-at-Workplace.pdf.

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 forming 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.

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 33rd Annual General Meeting of the Company including the Annual Report for Financial Year 2023-24 are being sent to all Members whose email 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

Place: Vadodara Date: 13.08.2024

---

Mar 31, 2024

The Directors are pleased to present to you the 33rd 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 2024.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the year ended 31 st March 2024, on a Standalone and Consolidated basis, is summarized below:

	Standalone Basis		Consolidated Basis
rarXICUIarS	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	127.87	63.38	10,987.34	10,028.72
Total Revenue From Operations	127.87	63.38	10,987.34	10,028.72
Other Income	0.18	0.06	430.75	153.15
Total Income	128.05	63.44	11,418.08	10,181.87
Finance Cost	2.84	6.89	208.09	162.01
Fees and Commission Expense	-	-	-	-
Cost of Material Consumed	-	-	6793.95	6,515.36
Purchase Of Stock in trade	-	-	2255.08	1662.10
Purchase Of Shares	-	-	-	-
Changes in inventories to finished goods, stock in trade and Work-in-progress	-	-	32.27	(78.78)
Employee benefits expenses	33.25	30.38	457.35	459.17
Depreciation, amortization and impairment	-	-	135.53	126.91
Other expenses	16.88	15.53	617.77	534.07
Total expenses	52.97	52.80	10,500.03	9380.85
Exceptional items	260.09	-	-	-
Profit /(Loss) before Tax	335.17	10.65	918.05	801.03
Less: Tax Expenses
Current Tax	43.18	1.93	83.67	66.91
Deferred Tax	8.18	(1.62)	11.54	0.76
Income Tax Earlier Years	-	-	-	*
Excess or short provision of earlier years	-	-	0.51	(5.75)
Profit after tax for the Period	283.81	10.34	822.33	739.10
Total Other Comprehensive income	-	-	65.61	49.71
Total Comprehensive income / (loss) for the Period	283.81	10.34	887.94	788.81

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS:

Operational Highlights:

The Company is engaged in the business of Loans and 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.

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 othervalue-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 othervalue-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 ?127.87 Lakhs as against ? 63.38 Lakhs in the previous year.

Net profit for the current year is ?283.81 Lakhs as against the net profit of ? 10.34 Lakhs in the previous year.

Earnings per share stood at ?0.74 before

exceptional items and at ?3.80 after exceptional items on Face Value of ?10 each.

Consolidated Financial Performance:

Total revenue from operations on a consolidated basis for the current year is ?10,987.34 Lakhs as against ?10,028.72 Lakhs in the previous year.

Net Profit for the current year is ?822.33 Lakhs as against ?739.10 Lakhs in the previous year.

Earnings per share stood at ? 7.03 on Face Value of ?10each.

3. INDIAN ACCOUNTING STANDARDS:

The Financial Statements for the year ended on 31st March 2024 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 forthe Financial Year 2023-24.

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 ? 56.76 Lakhs to Reserve of the Company.

7.SUBSIDIARY COMPANIES/ JOINT VENTURE/ ASSOCIATES:

As on 31st March 2024, your Company has following

Subsidiary(ies)/Step-down subsidiaries:

i. Maximus International Limited - Subsidiary Company

ii. Maximus Global FZE - Step-down Subsidiary -in Sharjah - UAE (Wholly Owned Subsidiary of Maximus International Limited)

iii. MX Africa Limited - Step-down Subsidiary - in Nairobi - Kenya (Wholly Owned Subsidiary of Maximus International Limited)

iv. Maximus Lubricants LLC - Step-down Subsidiary - in RAK - UAE (Subsidiary of Maximus Global FZE)

v. 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 https://www.optimusfinance.in/wp-co n ten t/up load s/2024/0 5/6.-Pol icy-for-Determining-Material-Subsidiaries.pdf.

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 31st March 2024, hence not annexed with Annual Report

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

L Pursuanttothe provisions of Sections 149and 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, along with Schedule IV to the Act and the SEBI Listing Regulations, Mr. Vinay Pandya (DIN: 08368828), Independent Director, was appointed at the 28th AGM of the members held on 30th September 2019, to hold office for a term of 5 (five) consecutive years with effect from 20th February 2019 to 19th February 2024, not liable to retire by rotation, on the Board of your Company. Thus, the current term of Mr. Vinay Pandya as an Independent Director of the Company ends on

19th February 2024.

Considering his skills, background, experience, integrity, knowledge, expertise, and contributions made over last four years as an Independent Director of the Company and based on his performance evaluation, the Board believes that his continued association as an Independent Director would be of immense benefit to the Company. Accordingly, the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee and approval received from Members in their meeting held on Saturday, 30th September 2023, re-appointed Mr. Vinay Pandya as an Independent Director of the Company for the second consecutive term of 5 (five) years, i.e., from 20th February 2024 to 19th February 2029 (both days inclusive).

n. Pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act 2013 ("the Act") and Rules made thereunder including the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and the Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (including any statutory modification(s) or re-enactment thereof, for the time being in force), the relevant provisions of the Articles of Association of the Company, Mr. Dipak Raval (DIN: 01292764), Whole time Director of the Company, was appointed at the 29th AGM of the members held on 30th September 2020, to hold office for a period of 3 (three) years effective from 10th August 2020 to 9th August 2023. Thus, the current term of Mr. Dipak Raval as an Wole time Director of the Company ends on 9th August 2023.

Considering the growth of business, responsibilities of the Whole time Director are also correspondingly growing. Thus, the involvement of Mr. Dipak Raval in critical business matters requiring him to continue to shoulder larger responsibilities and devote more time and energy for achieving desired results, it was proposed to re-appoint Mr. Dipak Raval (DIN: 01292764) as Whole time Director of the Company for a period of 3 years effective from 10th August 2023 to 9th

August 2026 on such terms and conditions including remuneration as mentioned in draft agreement

HI. Ms. Divya Prajapati resigned from the post of Company Secretary 8t Compliance Officer of the Company with effect from 31 st January 2024.

IV. Ms. Krati Gupta was appointed as Company Secretary 8i Compliance Officer of the Company with effect from 18th March 2024. The Board of Directors, on the basis of recommendation of the Nomination and Remuneration Committee at its meeting held on 18th March 2024 respectively approved the appointment of Ms. Krati Gupta as Company Secretary 8t Compliance Officer of the Company. In the opinion of the Board, she possesses the requisite qualification, expertise and experience.

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 2024:

• Mr. Dipak Raval - Whole-Time Director

• Mr. Milind Joshi - Chief Financial Officer

• Ms. Krati Gupta - Company Secretary 8t Compliance Officer

12. MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES:

The Board met 6 (six) times during the Financial Year 2023-24, 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 8i 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 2024.

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 Company''s

internal financial controls were adequate and effective during Financial Year2023-24.

Accordingly, pursuant to Section 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 2024, 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 2024, 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 forthe 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 Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at https://www.optimusfinance.in/wp-content/uploads/2024/05/4.-Nomination-and-Remuneration-Policy.pdf.

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 https://www.optimusfinance.in/annual-return/.

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 https://www.optimusfinance.in/wp-content/uploads/2024/05/5.-Policy-on-Related-Party-Transactions.pdf.

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: https://www.optimusfinance.in/ wp-content/uploads/2024/05/4.-Nomination-and-Remuneration-Policy.pdf.

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 31st March 2024.

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 AUDITORS¹ 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 2024 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 25th May 2023 had appointed Mr. Hemang Mehta, Proprietor of M/s. H. M. Mehta 8l Associates, Practicing Company Secretaries (COP No. 2554), to conduct Secretarial Audit for the Financial Year 2023-24.

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 2023-24 does not contain any qualification, reservation or adverse remark.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year 2023-24 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 2023-24 was submitted to the Stock Exchange in accordance with the timelines prescribed under Listing Regulations.

29.3. INTERNAL AUDITOR

M/s. DVG 8t Associates, Chartered Accountants, Vadodara (Firm Registration No: 130882W) has been appointed as Internal Auditors for Financial Year 2023-24 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 https://www.optimusfinance.in/wp-content/ uploads/2024/05/3.-Vigil-Mechanism.pdf.

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

As on 31st March 2024, the Authorised Share Capital of the Company was ? 7,50,00,000/- comprising of 75,00,000 Equity Shares of? 10/- each.

During the year under review, there was no change in

Authorized, Issued, Subscribed and Paid-up Share Capital of the Company. During the year under review, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity.

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 byyourCompanyduring Financial Year 2023-24:

Sr. No.	Particulars	Number
01	No. of complaints received during the year	NIL
02	No. of complaints disposed off during the year	NA
03 A —. .	No. of cases pending for more than 90 days during the year	NIL a!

the Company at https://www.optimusfinance.in/wp-content/uploads/2022/01/Policy-on-Prevention-of-Sexual-Harassment-at-Workplace.pdf.

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 forming 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.

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 33rd Annual General Meeting of the Company including the Annual Report for Financial Year 2023-24 are being sent to all Members whose email 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

Place: Vadodara Date: 13.08.2024

---

Mar 31, 2024

The Directors are pleased to present to you the 33rd 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 2024.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the year ended 31 st March 2024, on a Standalone and Consolidated basis, is summarized below:

	Standalone Basis		Consolidated Basis
rarXICUIarS	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	127.87	63.38	10,987.34	10,028.72
Total Revenue From Operations	127.87	63.38	10,987.34	10,028.72
Other Income	0.18	0.06	430.75	153.15
Total Income	128.05	63.44	11,418.08	10,181.87
Finance Cost	2.84	6.89	208.09	162.01
Fees and Commission Expense	-	-	-	-
Cost of Material Consumed	-	-	6793.95	6,515.36
Purchase Of Stock in trade	-	-	2255.08	1662.10
Purchase Of Shares	-	-	-	-
Changes in inventories to finished goods, stock in trade and Work-in-progress	-	-	32.27	(78.78)
Employee benefits expenses	33.25	30.38	457.35	459.17
Depreciation, amortization and impairment	-	-	135.53	126.91
Other expenses	16.88	15.53	617.77	534.07
Total expenses	52.97	52.80	10,500.03	9380.85
Exceptional items	260.09	-	-	-
Profit /(Loss) before Tax	335.17	10.65	918.05	801.03
Less: Tax Expenses
Current Tax	43.18	1.93	83.67	66.91
Deferred Tax	8.18	(1.62)	11.54	0.76
Income Tax Earlier Years	-	-	-	*
Excess or short provision of earlier years	-	-	0.51	(5.75)
Profit after tax for the Period	283.81	10.34	822.33	739.10
Total Other Comprehensive income	-	-	65.61	49.71
Total Comprehensive income / (loss) for the Period	283.81	10.34	887.94	788.81

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS:

Operational Highlights:

The Company is engaged in the business of Loans and 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.

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 othervalue-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 othervalue-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 ?127.87 Lakhs as against ? 63.38 Lakhs in the previous year.

Net profit for the current year is ?283.81 Lakhs as against the net profit of ? 10.34 Lakhs in the previous year.

Earnings per share stood at ?0.74 before

exceptional items and at ?3.80 after exceptional items on Face Value of ?10 each.

Consolidated Financial Performance:

Total revenue from operations on a consolidated basis for the current year is ?10,987.34 Lakhs as against ?10,028.72 Lakhs in the previous year.

Net Profit for the current year is ?822.33 Lakhs as against ?739.10 Lakhs in the previous year.

Earnings per share stood at ? 7.03 on Face Value of ?10each.

3. INDIAN ACCOUNTING STANDARDS:

The Financial Statements for the year ended on 31st March 2024 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 forthe Financial Year 2023-24.

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 ? 56.76 Lakhs to Reserve of the Company.

7.SUBSIDIARY COMPANIES/ JOINT VENTURE/ ASSOCIATES:

As on 31st March 2024, your Company has following

Subsidiary(ies)/Step-down subsidiaries:

i. Maximus International Limited - Subsidiary Company

ii. Maximus Global FZE - Step-down Subsidiary -in Sharjah - UAE (Wholly Owned Subsidiary of Maximus International Limited)

iii. MX Africa Limited - Step-down Subsidiary - in Nairobi - Kenya (Wholly Owned Subsidiary of Maximus International Limited)

iv. Maximus Lubricants LLC - Step-down Subsidiary - in RAK - UAE (Subsidiary of Maximus Global FZE)

v. 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 https://www.optimusfinance.in/wp-co n ten t/up load s/2024/0 5/6.-Pol icy-for-Determining-Material-Subsidiaries.pdf.

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 31st March 2024, hence not annexed with Annual Report

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

L Pursuanttothe provisions of Sections 149and 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, along with Schedule IV to the Act and the SEBI Listing Regulations, Mr. Vinay Pandya (DIN: 08368828), Independent Director, was appointed at the 28th AGM of the members held on 30th September 2019, to hold office for a term of 5 (five) consecutive years with effect from 20th February 2019 to 19th February 2024, not liable to retire by rotation, on the Board of your Company. Thus, the current term of Mr. Vinay Pandya as an Independent Director of the Company ends on

19th February 2024.

Considering his skills, background, experience, integrity, knowledge, expertise, and contributions made over last four years as an Independent Director of the Company and based on his performance evaluation, the Board believes that his continued association as an Independent Director would be of immense benefit to the Company. Accordingly, the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee and approval received from Members in their meeting held on Saturday, 30th September 2023, re-appointed Mr. Vinay Pandya as an Independent Director of the Company for the second consecutive term of 5 (five) years, i.e., from 20th February 2024 to 19th February 2029 (both days inclusive).

n. Pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act 2013 ("the Act") and Rules made thereunder including the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and the Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (including any statutory modification(s) or re-enactment thereof, for the time being in force), the relevant provisions of the Articles of Association of the Company, Mr. Dipak Raval (DIN: 01292764), Whole time Director of the Company, was appointed at the 29th AGM of the members held on 30th September 2020, to hold office for a period of 3 (three) years effective from 10th August 2020 to 9th August 2023. Thus, the current term of Mr. Dipak Raval as an Wole time Director of the Company ends on 9th August 2023.

Considering the growth of business, responsibilities of the Whole time Director are also correspondingly growing. Thus, the involvement of Mr. Dipak Raval in critical business matters requiring him to continue to shoulder larger responsibilities and devote more time and energy for achieving desired results, it was proposed to re-appoint Mr. Dipak Raval (DIN: 01292764) as Whole time Director of the Company for a period of 3 years effective from 10th August 2023 to 9th

August 2026 on such terms and conditions including remuneration as mentioned in draft agreement

HI. Ms. Divya Prajapati resigned from the post of Company Secretary 8t Compliance Officer of the Company with effect from 31 st January 2024.

IV. Ms. Krati Gupta was appointed as Company Secretary 8i Compliance Officer of the Company with effect from 18th March 2024. The Board of Directors, on the basis of recommendation of the Nomination and Remuneration Committee at its meeting held on 18th March 2024 respectively approved the appointment of Ms. Krati Gupta as Company Secretary 8t Compliance Officer of the Company. In the opinion of the Board, she possesses the requisite qualification, expertise and experience.

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 2024:

• Mr. Dipak Raval - Whole-Time Director

• Mr. Milind Joshi - Chief Financial Officer

• Ms. Krati Gupta - Company Secretary 8t Compliance Officer

12. MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES:

The Board met 6 (six) times during the Financial Year 2023-24, 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 8i 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 2024.

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 Company''s

internal financial controls were adequate and effective during Financial Year2023-24.

Accordingly, pursuant to Section 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 2024, 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 2024, 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 forthe 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 Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at https://www.optimusfinance.in/wp-content/uploads/2024/05/4.-Nomination-and-Remuneration-Policy.pdf.

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 https://www.optimusfinance.in/annual-return/.

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 https://www.optimusfinance.in/wp-content/uploads/2024/05/5.-Policy-on-Related-Party-Transactions.pdf.

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: https://www.optimusfinance.in/ wp-content/uploads/2024/05/4.-Nomination-and-Remuneration-Policy.pdf.

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 31st March 2024.

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 AUDITORS¹ 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 2024 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 25th May 2023 had appointed Mr. Hemang Mehta, Proprietor of M/s. H. M. Mehta 8l Associates, Practicing Company Secretaries (COP No. 2554), to conduct Secretarial Audit for the Financial Year 2023-24.

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 2023-24 does not contain any qualification, reservation or adverse remark.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year 2023-24 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 2023-24 was submitted to the Stock Exchange in accordance with the timelines prescribed under Listing Regulations.

29.3. INTERNAL AUDITOR

M/s. DVG 8t Associates, Chartered Accountants, Vadodara (Firm Registration No: 130882W) has been appointed as Internal Auditors for Financial Year 2023-24 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 https://www.optimusfinance.in/wp-content/ uploads/2024/05/3.-Vigil-Mechanism.pdf.

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

As on 31st March 2024, the Authorised Share Capital of the Company was ? 7,50,00,000/- comprising of 75,00,000 Equity Shares of? 10/- each.

During the year under review, there was no change in

Authorized, Issued, Subscribed and Paid-up Share Capital of the Company. During the year under review, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity.

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 byyourCompanyduring Financial Year 2023-24:

Sr. No.	Particulars	Number
01	No. of complaints received during the year	NIL
02	No. of complaints disposed off during the year	NA
03 A —. .	No. of cases pending for more than 90 days during the year	NIL a!

the Company at https://www.optimusfinance.in/wp-content/uploads/2022/01/Policy-on-Prevention-of-Sexual-Harassment-at-Workplace.pdf.

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 forming 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.

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 33rd Annual General Meeting of the Company including the Annual Report for Financial Year 2023-24 are being sent to all Members whose email 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

Place: Vadodara Date: 13.08.2024

---

Mar 31, 2024

The Directors are pleased to present to you the 33rd 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 2024.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the year ended 31 st March 2024, on a Standalone and Consolidated basis, is summarized below:

	Standalone Basis		Consolidated Basis
rarXICUIarS	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	127.87	63.38	10,987.34	10,028.72
Total Revenue From Operations	127.87	63.38	10,987.34	10,028.72
Other Income	0.18	0.06	430.75	153.15
Total Income	128.05	63.44	11,418.08	10,181.87
Finance Cost	2.84	6.89	208.09	162.01
Fees and Commission Expense	-	-	-	-
Cost of Material Consumed	-	-	6793.95	6,515.36
Purchase Of Stock in trade	-	-	2255.08	1662.10
Purchase Of Shares	-	-	-	-
Changes in inventories to finished goods, stock in trade and Work-in-progress	-	-	32.27	(78.78)
Employee benefits expenses	33.25	30.38	457.35	459.17
Depreciation, amortization and impairment	-	-	135.53	126.91
Other expenses	16.88	15.53	617.77	534.07
Total expenses	52.97	52.80	10,500.03	9380.85
Exceptional items	260.09	-	-	-
Profit /(Loss) before Tax	335.17	10.65	918.05	801.03
Less: Tax Expenses
Current Tax	43.18	1.93	83.67	66.91
Deferred Tax	8.18	(1.62)	11.54	0.76
Income Tax Earlier Years	-	-	-	*
Excess or short provision of earlier years	-	-	0.51	(5.75)
Profit after tax for the Period	283.81	10.34	822.33	739.10
Total Other Comprehensive income	-	-	65.61	49.71
Total Comprehensive income / (loss) for the Period	283.81	10.34	887.94	788.81

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS:

Operational Highlights:

The Company is engaged in the business of Loans and 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.

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 othervalue-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 othervalue-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 ?127.87 Lakhs as against ? 63.38 Lakhs in the previous year.

Net profit for the current year is ?283.81 Lakhs as against the net profit of ? 10.34 Lakhs in the previous year.

Earnings per share stood at ?0.74 before

exceptional items and at ?3.80 after exceptional items on Face Value of ?10 each.

Consolidated Financial Performance:

Total revenue from operations on a consolidated basis for the current year is ?10,987.34 Lakhs as against ?10,028.72 Lakhs in the previous year.

Net Profit for the current year is ?822.33 Lakhs as against ?739.10 Lakhs in the previous year.

Earnings per share stood at ? 7.03 on Face Value of ?10each.

3. INDIAN ACCOUNTING STANDARDS:

The Financial Statements for the year ended on 31st March 2024 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 forthe Financial Year 2023-24.

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 ? 56.76 Lakhs to Reserve of the Company.

7.SUBSIDIARY COMPANIES/ JOINT VENTURE/ ASSOCIATES:

As on 31st March 2024, your Company has following

Subsidiary(ies)/Step-down subsidiaries:

i. Maximus International Limited - Subsidiary Company

ii. Maximus Global FZE - Step-down Subsidiary -in Sharjah - UAE (Wholly Owned Subsidiary of Maximus International Limited)

iii. MX Africa Limited - Step-down Subsidiary - in Nairobi - Kenya (Wholly Owned Subsidiary of Maximus International Limited)

iv. Maximus Lubricants LLC - Step-down Subsidiary - in RAK - UAE (Subsidiary of Maximus Global FZE)

v. 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 https://www.optimusfinance.in/wp-co n ten t/up load s/2024/0 5/6.-Pol icy-for-Determining-Material-Subsidiaries.pdf.

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 31st March 2024, hence not annexed with Annual Report

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

L Pursuanttothe provisions of Sections 149and 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, along with Schedule IV to the Act and the SEBI Listing Regulations, Mr. Vinay Pandya (DIN: 08368828), Independent Director, was appointed at the 28th AGM of the members held on 30th September 2019, to hold office for a term of 5 (five) consecutive years with effect from 20th February 2019 to 19th February 2024, not liable to retire by rotation, on the Board of your Company. Thus, the current term of Mr. Vinay Pandya as an Independent Director of the Company ends on

19th February 2024.

Considering his skills, background, experience, integrity, knowledge, expertise, and contributions made over last four years as an Independent Director of the Company and based on his performance evaluation, the Board believes that his continued association as an Independent Director would be of immense benefit to the Company. Accordingly, the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee and approval received from Members in their meeting held on Saturday, 30th September 2023, re-appointed Mr. Vinay Pandya as an Independent Director of the Company for the second consecutive term of 5 (five) years, i.e., from 20th February 2024 to 19th February 2029 (both days inclusive).

n. Pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act 2013 ("the Act") and Rules made thereunder including the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and the Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (including any statutory modification(s) or re-enactment thereof, for the time being in force), the relevant provisions of the Articles of Association of the Company, Mr. Dipak Raval (DIN: 01292764), Whole time Director of the Company, was appointed at the 29th AGM of the members held on 30th September 2020, to hold office for a period of 3 (three) years effective from 10th August 2020 to 9th August 2023. Thus, the current term of Mr. Dipak Raval as an Wole time Director of the Company ends on 9th August 2023.

Considering the growth of business, responsibilities of the Whole time Director are also correspondingly growing. Thus, the involvement of Mr. Dipak Raval in critical business matters requiring him to continue to shoulder larger responsibilities and devote more time and energy for achieving desired results, it was proposed to re-appoint Mr. Dipak Raval (DIN: 01292764) as Whole time Director of the Company for a period of 3 years effective from 10th August 2023 to 9th

August 2026 on such terms and conditions including remuneration as mentioned in draft agreement

HI. Ms. Divya Prajapati resigned from the post of Company Secretary 8t Compliance Officer of the Company with effect from 31 st January 2024.

IV. Ms. Krati Gupta was appointed as Company Secretary 8i Compliance Officer of the Company with effect from 18th March 2024. The Board of Directors, on the basis of recommendation of the Nomination and Remuneration Committee at its meeting held on 18th March 2024 respectively approved the appointment of Ms. Krati Gupta as Company Secretary 8t Compliance Officer of the Company. In the opinion of the Board, she possesses the requisite qualification, expertise and experience.

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 2024:

• Mr. Dipak Raval - Whole-Time Director

• Mr. Milind Joshi - Chief Financial Officer

• Ms. Krati Gupta - Company Secretary 8t Compliance Officer

12. MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES:

The Board met 6 (six) times during the Financial Year 2023-24, 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 8i 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 2024.

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 Company''s

internal financial controls were adequate and effective during Financial Year2023-24.

Accordingly, pursuant to Section 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 2024, 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 2024, 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 forthe 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 Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at https://www.optimusfinance.in/wp-content/uploads/2024/05/4.-Nomination-and-Remuneration-Policy.pdf.

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 https://www.optimusfinance.in/annual-return/.

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 https://www.optimusfinance.in/wp-content/uploads/2024/05/5.-Policy-on-Related-Party-Transactions.pdf.

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: https://www.optimusfinance.in/ wp-content/uploads/2024/05/4.-Nomination-and-Remuneration-Policy.pdf.

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 31st March 2024.

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 AUDITORS¹ 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 2024 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 25th May 2023 had appointed Mr. Hemang Mehta, Proprietor of M/s. H. M. Mehta 8l Associates, Practicing Company Secretaries (COP No. 2554), to conduct Secretarial Audit for the Financial Year 2023-24.

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 2023-24 does not contain any qualification, reservation or adverse remark.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year 2023-24 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 2023-24 was submitted to the Stock Exchange in accordance with the timelines prescribed under Listing Regulations.

29.3. INTERNAL AUDITOR

M/s. DVG 8t Associates, Chartered Accountants, Vadodara (Firm Registration No: 130882W) has been appointed as Internal Auditors for Financial Year 2023-24 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 https://www.optimusfinance.in/wp-content/ uploads/2024/05/3.-Vigil-Mechanism.pdf.

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

As on 31st March 2024, the Authorised Share Capital of the Company was ? 7,50,00,000/- comprising of 75,00,000 Equity Shares of? 10/- each.

During the year under review, there was no change in

Authorized, Issued, Subscribed and Paid-up Share Capital of the Company. During the year under review, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity.

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 byyourCompanyduring Financial Year 2023-24:

Sr. No.	Particulars	Number
01	No. of complaints received during the year	NIL
02	No. of complaints disposed off during the year	NA
03 A —. .	No. of cases pending for more than 90 days during the year	NIL a!

the Company at https://www.optimusfinance.in/wp-content/uploads/2022/01/Policy-on-Prevention-of-Sexual-Harassment-at-Workplace.pdf.

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 forming 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.

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 33rd Annual General Meeting of the Company including the Annual Report for Financial Year 2023-24 are being sent to all Members whose email 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

Place: Vadodara Date: 13.08.2024

---

Mar 31, 2024

The Directors are pleased to present to you the 33rd 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 2024.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the year ended 31 st March 2024, on a Standalone and Consolidated basis, is summarized below:

	Standalone Basis		Consolidated Basis
rarXICUIarS	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	127.87	63.38	10,987.34	10,028.72
Total Revenue From Operations	127.87	63.38	10,987.34	10,028.72
Other Income	0.18	0.06	430.75	153.15
Total Income	128.05	63.44	11,418.08	10,181.87
Finance Cost	2.84	6.89	208.09	162.01
Fees and Commission Expense	-	-	-	-
Cost of Material Consumed	-	-	6793.95	6,515.36
Purchase Of Stock in trade	-	-	2255.08	1662.10
Purchase Of Shares	-	-	-	-
Changes in inventories to finished goods, stock in trade and Work-in-progress	-	-	32.27	(78.78)
Employee benefits expenses	33.25	30.38	457.35	459.17
Depreciation, amortization and impairment	-	-	135.53	126.91
Other expenses	16.88	15.53	617.77	534.07
Total expenses	52.97	52.80	10,500.03	9380.85
Exceptional items	260.09	-	-	-
Profit /(Loss) before Tax	335.17	10.65	918.05	801.03
Less: Tax Expenses
Current Tax	43.18	1.93	83.67	66.91
Deferred Tax	8.18	(1.62)	11.54	0.76
Income Tax Earlier Years	-	-	-	*
Excess or short provision of earlier years	-	-	0.51	(5.75)
Profit after tax for the Period	283.81	10.34	822.33	739.10
Total Other Comprehensive income	-	-	65.61	49.71
Total Comprehensive income / (loss) for the Period	283.81	10.34	887.94	788.81

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS:

Operational Highlights:

The Company is engaged in the business of Loans and 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.

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 othervalue-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 othervalue-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 ?127.87 Lakhs as against ? 63.38 Lakhs in the previous year.

Net profit for the current year is ?283.81 Lakhs as against the net profit of ? 10.34 Lakhs in the previous year.

Earnings per share stood at ?0.74 before

exceptional items and at ?3.80 after exceptional items on Face Value of ?10 each.

Consolidated Financial Performance:

Total revenue from operations on a consolidated basis for the current year is ?10,987.34 Lakhs as against ?10,028.72 Lakhs in the previous year.

Net Profit for the current year is ?822.33 Lakhs as against ?739.10 Lakhs in the previous year.

Earnings per share stood at ? 7.03 on Face Value of ?10each.

3. INDIAN ACCOUNTING STANDARDS:

The Financial Statements for the year ended on 31st March 2024 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 forthe Financial Year 2023-24.

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 ? 56.76 Lakhs to Reserve of the Company.

7.SUBSIDIARY COMPANIES/ JOINT VENTURE/ ASSOCIATES:

As on 31st March 2024, your Company has following

Subsidiary(ies)/Step-down subsidiaries:

i. Maximus International Limited - Subsidiary Company

ii. Maximus Global FZE - Step-down Subsidiary -in Sharjah - UAE (Wholly Owned Subsidiary of Maximus International Limited)

iii. MX Africa Limited - Step-down Subsidiary - in Nairobi - Kenya (Wholly Owned Subsidiary of Maximus International Limited)

iv. Maximus Lubricants LLC - Step-down Subsidiary - in RAK - UAE (Subsidiary of Maximus Global FZE)

v. 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 https://www.optimusfinance.in/wp-co n ten t/up load s/2024/0 5/6.-Pol icy-for-Determining-Material-Subsidiaries.pdf.

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 31st March 2024, hence not annexed with Annual Report

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

L Pursuanttothe provisions of Sections 149and 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, along with Schedule IV to the Act and the SEBI Listing Regulations, Mr. Vinay Pandya (DIN: 08368828), Independent Director, was appointed at the 28th AGM of the members held on 30th September 2019, to hold office for a term of 5 (five) consecutive years with effect from 20th February 2019 to 19th February 2024, not liable to retire by rotation, on the Board of your Company. Thus, the current term of Mr. Vinay Pandya as an Independent Director of the Company ends on

19th February 2024.

Considering his skills, background, experience, integrity, knowledge, expertise, and contributions made over last four years as an Independent Director of the Company and based on his performance evaluation, the Board believes that his continued association as an Independent Director would be of immense benefit to the Company. Accordingly, the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee and approval received from Members in their meeting held on Saturday, 30th September 2023, re-appointed Mr. Vinay Pandya as an Independent Director of the Company for the second consecutive term of 5 (five) years, i.e., from 20th February 2024 to 19th February 2029 (both days inclusive).

n. Pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act 2013 ("the Act") and Rules made thereunder including the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and the Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (including any statutory modification(s) or re-enactment thereof, for the time being in force), the relevant provisions of the Articles of Association of the Company, Mr. Dipak Raval (DIN: 01292764), Whole time Director of the Company, was appointed at the 29th AGM of the members held on 30th September 2020, to hold office for a period of 3 (three) years effective from 10th August 2020 to 9th August 2023. Thus, the current term of Mr. Dipak Raval as an Wole time Director of the Company ends on 9th August 2023.

Considering the growth of business, responsibilities of the Whole time Director are also correspondingly growing. Thus, the involvement of Mr. Dipak Raval in critical business matters requiring him to continue to shoulder larger responsibilities and devote more time and energy for achieving desired results, it was proposed to re-appoint Mr. Dipak Raval (DIN: 01292764) as Whole time Director of the Company for a period of 3 years effective from 10th August 2023 to 9th

August 2026 on such terms and conditions including remuneration as mentioned in draft agreement

HI. Ms. Divya Prajapati resigned from the post of Company Secretary 8t Compliance Officer of the Company with effect from 31 st January 2024.

IV. Ms. Krati Gupta was appointed as Company Secretary 8i Compliance Officer of the Company with effect from 18th March 2024. The Board of Directors, on the basis of recommendation of the Nomination and Remuneration Committee at its meeting held on 18th March 2024 respectively approved the appointment of Ms. Krati Gupta as Company Secretary 8t Compliance Officer of the Company. In the opinion of the Board, she possesses the requisite qualification, expertise and experience.

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 2024:

• Mr. Dipak Raval - Whole-Time Director

• Mr. Milind Joshi - Chief Financial Officer

• Ms. Krati Gupta - Company Secretary 8t Compliance Officer

12. MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES:

The Board met 6 (six) times during the Financial Year 2023-24, 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 8i 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 2024.

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 Company''s

internal financial controls were adequate and effective during Financial Year2023-24.

Accordingly, pursuant to Section 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 2024, 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 2024, 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 forthe 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 Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at https://www.optimusfinance.in/wp-content/uploads/2024/05/4.-Nomination-and-Remuneration-Policy.pdf.

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 https://www.optimusfinance.in/annual-return/.

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 https://www.optimusfinance.in/wp-content/uploads/2024/05/5.-Policy-on-Related-Party-Transactions.pdf.

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: https://www.optimusfinance.in/ wp-content/uploads/2024/05/4.-Nomination-and-Remuneration-Policy.pdf.

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 31st March 2024.

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 AUDITORS¹ 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 2024 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 25th May 2023 had appointed Mr. Hemang Mehta, Proprietor of M/s. H. M. Mehta 8l Associates, Practicing Company Secretaries (COP No. 2554), to conduct Secretarial Audit for the Financial Year 2023-24.

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 2023-24 does not contain any qualification, reservation or adverse remark.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year 2023-24 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 2023-24 was submitted to the Stock Exchange in accordance with the timelines prescribed under Listing Regulations.

29.3. INTERNAL AUDITOR

M/s. DVG 8t Associates, Chartered Accountants, Vadodara (Firm Registration No: 130882W) has been appointed as Internal Auditors for Financial Year 2023-24 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 https://www.optimusfinance.in/wp-content/ uploads/2024/05/3.-Vigil-Mechanism.pdf.

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

As on 31st March 2024, the Authorised Share Capital of the Company was ? 7,50,00,000/- comprising of 75,00,000 Equity Shares of? 10/- each.

During the year under review, there was no change in

Authorized, Issued, Subscribed and Paid-up Share Capital of the Company. During the year under review, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity.

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 byyourCompanyduring Financial Year 2023-24:

Sr. No.	Particulars	Number
01	No. of complaints received during the year	NIL
02	No. of complaints disposed off during the year	NA
03 A —. .	No. of cases pending for more than 90 days during the year	NIL a!

the Company at https://www.optimusfinance.in/wp-content/uploads/2022/01/Policy-on-Prevention-of-Sexual-Harassment-at-Workplace.pdf.

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 forming 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.

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 33rd Annual General Meeting of the Company including the Annual Report for Financial Year 2023-24 are being sent to all Members whose email 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

Place: Vadodara Date: 13.08.2024

---

Mar 31, 2024

The Directors are pleased to present to you the 33rd 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 2024.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the year ended 31 st March 2024, on a Standalone and Consolidated basis, is summarized below:

	Standalone Basis		Consolidated Basis
rarXICUIarS	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	127.87	63.38	10,987.34	10,028.72
Total Revenue From Operations	127.87	63.38	10,987.34	10,028.72
Other Income	0.18	0.06	430.75	153.15
Total Income	128.05	63.44	11,418.08	10,181.87
Finance Cost	2.84	6.89	208.09	162.01
Fees and Commission Expense	-	-	-	-
Cost of Material Consumed	-	-	6793.95	6,515.36
Purchase Of Stock in trade	-	-	2255.08	1662.10
Purchase Of Shares	-	-	-	-
Changes in inventories to finished goods, stock in trade and Work-in-progress	-	-	32.27	(78.78)
Employee benefits expenses	33.25	30.38	457.35	459.17
Depreciation, amortization and impairment	-	-	135.53	126.91
Other expenses	16.88	15.53	617.77	534.07
Total expenses	52.97	52.80	10,500.03	9380.85
Exceptional items	260.09	-	-	-
Profit /(Loss) before Tax	335.17	10.65	918.05	801.03
Less: Tax Expenses
Current Tax	43.18	1.93	83.67	66.91
Deferred Tax	8.18	(1.62)	11.54	0.76
Income Tax Earlier Years	-	-	-	*
Excess or short provision of earlier years	-	-	0.51	(5.75)
Profit after tax for the Period	283.81	10.34	822.33	739.10
Total Other Comprehensive income	-	-	65.61	49.71
Total Comprehensive income / (loss) for the Period	283.81	10.34	887.94	788.81

2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS:

Operational Highlights:

The Company is engaged in the business of Loans and 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.

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 othervalue-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 othervalue-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 ?127.87 Lakhs as against ? 63.38 Lakhs in the previous year.

Net profit for the current year is ?283.81 Lakhs as against the net profit of ? 10.34 Lakhs in the previous year.

Earnings per share stood at ?0.74 before

exceptional items and at ?3.80 after exceptional items on Face Value of ?10 each.

Consolidated Financial Performance:

Total revenue from operations on a consolidated basis for the current year is ?10,987.34 Lakhs as against ?10,028.72 Lakhs in the previous year.

Net Profit for the current year is ?822.33 Lakhs as against ?739.10 Lakhs in the previous year.

Earnings per share stood at ? 7.03 on Face Value of ?10each.

3. INDIAN ACCOUNTING STANDARDS:

The Financial Statements for the year ended on 31st March 2024 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 forthe Financial Year 2023-24.

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 ? 56.76 Lakhs to Reserve of the Company.

7.SUBSIDIARY COMPANIES/ JOINT VENTURE/ ASSOCIATES:

As on 31st March 2024, your Company has following

Subsidiary(ies)/Step-down subsidiaries:

i. Maximus International Limited - Subsidiary Company

ii. Maximus Global FZE - Step-down Subsidiary -in Sharjah - UAE (Wholly Owned Subsidiary of Maximus International Limited)

iii. MX Africa Limited - Step-down Subsidiary - in Nairobi - Kenya (Wholly Owned Subsidiary of Maximus International Limited)

iv. Maximus Lubricants LLC - Step-down Subsidiary - in RAK - UAE (Subsidiary of Maximus Global FZE)

v. 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 https://www.optimusfinance.in/wp-co n ten t/up load s/2024/0 5/6.-Pol icy-for-Determining-Material-Subsidiaries.pdf.

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 31st March 2024, hence not annexed with Annual Report

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

L Pursuanttothe provisions of Sections 149and 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, along with Schedule IV to the Act and the SEBI Listing Regulations, Mr. Vinay Pandya (DIN: 08368828), Independent Director, was appointed at the 28th AGM of the members held on 30th September 2019, to hold office for a term of 5 (five) consecutive years with effect from 20th February 2019 to 19th February 2024, not liable to retire by rotation, on the Board of your Company. Thus, the current term of Mr. Vinay Pandya as an Independent Director of the Company ends on

19th February 2024.

Considering his skills, background, experience, integrity, knowledge, expertise, and contributions made over last four years as an Independent Director of the Company and based on his performance evaluation, the Board believes that his continued association as an Independent Director would be of immense benefit to the Company. Accordingly, the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee and approval received from Members in their meeting held on Saturday, 30th September 2023, re-appointed Mr. Vinay Pandya as an Independent Director of the Company for the second consecutive term of 5 (five) years, i.e., from 20th February 2024 to 19th February 2029 (both days inclusive).

n. Pursuant to the provisions of Sections 196, 197, 198 and 203 read with Schedule V and other applicable provisions, if any, of the Companies Act 2013 ("the Act") and Rules made thereunder including the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and the Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (including any statutory modification(s) or re-enactment thereof, for the time being in force), the relevant provisions of the Articles of Association of the Company, Mr. Dipak Raval (DIN: 01292764), Whole time Director of the Company, was appointed at the 29th AGM of the members held on 30th September 2020, to hold office for a period of 3 (three) years effective from 10th August 2020 to 9th August 2023. Thus, the current term of Mr. Dipak Raval as an Wole time Director of the Company ends on 9th August 2023.

Considering the growth of business, responsibilities of the Whole time Director are also correspondingly growing. Thus, the involvement of Mr. Dipak Raval in critical business matters requiring him to continue to shoulder larger responsibilities and devote more time and energy for achieving desired results, it was proposed to re-appoint Mr. Dipak Raval (DIN: 01292764) as Whole time Director of the Company for a period of 3 years effective from 10th August 2023 to 9th

August 2026 on such terms and conditions including remuneration as mentioned in draft agreement

HI. Ms. Divya Prajapati resigned from the post of Company Secretary 8t Compliance Officer of the Company with effect from 31 st January 2024.

IV. Ms. Krati Gupta was appointed as Company Secretary 8i Compliance Officer of the Company with effect from 18th March 2024. The Board of Directors, on the basis of recommendation of the Nomination and Remuneration Committee at its meeting held on 18th March 2024 respectively approved the appointment of Ms. Krati Gupta as Company Secretary 8t Compliance Officer of the Company. In the opinion of the Board, she possesses the requisite qualification, expertise and experience.

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 2024:

• Mr. Dipak Raval - Whole-Time Director

• Mr. Milind Joshi - Chief Financial Officer

• Ms. Krati Gupta - Company Secretary 8t Compliance Officer

12. MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES:

The Board met 6 (six) times during the Financial Year 2023-24, 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 8i 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 2024.

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 Company''s

internal financial controls were adequate and effective during Financial Year2023-24.

Accordingly, pursuant to Section 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 2024, 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 2024, 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 forthe 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 Directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act is available on the website of the Company at https://www.optimusfinance.in/wp-content/uploads/2024/05/4.-Nomination-and-Remuneration-Policy.pdf.

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 https://www.optimusfinance.in/annual-return/.

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 https://www.optimusfinance.in/wp-content/uploads/2024/05/5.-Policy-on-Related-Party-Transactions.pdf.

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: https://www.optimusfinance.in/ wp-content/uploads/2024/05/4.-Nomination-and-Remuneration-Policy.pdf.

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 31st March 2024.

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 AUDITORS¹ 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 2024 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 25th May 2023 had appointed Mr. Hemang Mehta, Proprietor of M/s. H. M. Mehta 8l Associates, Practicing Company Secretaries (COP No. 2554), to conduct Secretarial Audit for the Financial Year 2023-24.

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 2023-24 does not contain any qualification, reservation or adverse remark.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year 2023-24 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 2023-24 was submitted to the Stock Exchange in accordance with the timelines prescribed under Listing Regulations.

29.3. INTERNAL AUDITOR

M/s. DVG 8t Associates, Chartered Accountants, Vadodara (Firm Registration No: 130882W) has been appointed as Internal Auditors for Financial Year 2023-24 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 https://www.optimusfinance.in/wp-content/ uploads/2024/05/3.-Vigil-Mechanism.pdf.

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

As on 31st March 2024, the Authorised Share Capital of the Company was ? 7,50,00,000/- comprising of 75,00,000 Equity Shares of? 10/- each.

During the year under review, there was no change in

Authorized, Issued, Subscribed and Paid-up Share Capital of the Company. During the year under review, your Company has neither issued any shares with differential voting rights nor has granted any stock options or sweat equity.

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 byyourCompanyduring Financial Year 2023-24:

Sr. No.	Particulars	Number
01	No. of complaints received during the year	NIL
02	No. of complaints disposed off during the year	NA
03 A —. .	No. of cases pending for more than 90 days during the year	NIL a!

the Company at https://www.optimusfinance.in/wp-content/uploads/2022/01/Policy-on-Prevention-of-Sexual-Harassment-at-Workplace.pdf.

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 forming 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.

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 33rd Annual General Meeting of the Company including the Annual Report for Financial Year 2023-24 are being sent to all Members whose email 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

Place: Vadodara Date: 13.08.2024

---

Mar 31, 2023

The Directors are pleased to present to you the 32^nd 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, 2023.

01. FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year ended on 31^st March, 2023, on a Standalone and Consolidated basis, is summarized below:

Particulars	Standalone basis		Consolidated basis
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	63.38	106.36	10,028.72	7,002.92
Total Revenue From Operations	63.38	106.36	10,028.72	7,002.92
Other Income	0.06	0.65	153.15	144.82
Total Income	63.44	107.01	10,181.87	7,147.73
Finance Cost	6.89	10.07	162.01	138.70
Fees and Commission Expense		0.28		0.28
Cost of Material Consumed			6,515.36	4,975.43
Purchase of Stock in trade			1,662.10	388.70
Purchase of Shares
Changes in inventories to finished goods, stock in trade and Work-in-progress		58.05	(78.78)	93.79
Employee benefits expenses	30.38	28.42	446.44	416.55
Depreciation, amortization and impairment		0.01	126.91	123.93
Other expenses	15.53	15.01	546.81	499.94
Total expenses	52.80	111.84	9,380.85	6,637.31
Profit /(Loss) before Tax	10.65	(4.83)	801.03	510.42
Less: Tax Expenses
Current Tax	1.93		66.91	55.65
Deferred Tax	(1.62)	(1.20)	0.76	(7.13)
Income Tax Earlier Years
Excess or short provision of earlier years			(5.75)	(0.81)
Profit after tax for the Period	10.34	(3.63)	739.10	462.72
Total other Comprehensive income			49.71	68.60
Total Comprehensive income / (loss) for the Period	10.34	(3.63)	788.81	531.32

02. RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS Operational Highlights:

The Company is engaged in the business of Loan and investment. 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.

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 has 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 '' 63.38 Lakhs as against '' 106.36 Lakhs in the previous year.

Net profit for the current year is '' 10.34 Lakhs as against loss of '' 3.63 Lakhs in the previous year.

Earnings per share stood at '' 0.17 on face value of '' 10 each. Consolidated Financial Performance:

Total revenue from operations on a consolidated basis for the current year is '' 10,028.72 Lakhs as against '' 7002.92 Lakhs in the previous year.

Net Profit for the current year is '' 739.10 Lakhs as against '' 462.72 Lakhs in the previous year.

Earnings per share stood at '' 7.53 on face value of '' 10 each.

03. INDIAN ACCOUNTING STANDARDS

The Financial Statements for the year ended on 31^st March, 2023 have been prepared in accordance with the Companies (Indian Accounting Standard) Rules, 2015, prescribed under Section 1 33 of the Companies Act, 201 3 (''the Act'') and other recognized accounting practices and policies to the extent applicable.

04. 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.

05. 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 2022-23.

06. 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 '' 2.07 Lakhs to Reserve of the company .

07. SUBSIDIARY COMPANIES / JOINT VENTURE / ASSOCIATES

As on 31^st March, 2023, your Company has following Subsidiary / Step down Subsidiaries:

1. Maximus International Limited - Subsidiary Company

2. Maximus Global FZE - Step down Subsidiary - in Sharjah

- UAE

(Wholly owned Subsidiary of Maximus International Limited)

3. MX Africa Limited - Step down Subsidiary - in Nairobi

- Kenya

(Wholly owned Subsidiary of Maximus International Limited)

4. Maximus Lubricants LLC - Step down Subsidiary - in RAK-UAE

(Subsidiary of Maximus Global FZE)

5. 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 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

08. 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.

09. 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 1 7 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 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 Report is not mandatorily applicable to the Company for the year under review ended on 31^st March, 2023, hence not annexed with Annual Report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the Board of Directors of the Company upon recommendation of Nomination and Remuneration Committee, appointed Ms. Divya Zalani (DIN: 09429881) as an Independent Director of the Company for a term of 5 (five) consecutive years with effect from 31^st December, 2021 to 30^th December, 2026 (both days inclusive), not subject to retirement by rotation. Further, her appointment as an Independent Director was approved by the shareholders at 31^st Annual General Meeting of the Company.

During the year under review, the Board of Directors of the Company upon recommendation of Nomination and Remuneration Committee, appointed Mr. Rahil Thaker (DIN: 07907715) as an Independent Director of the Company for a term of 5 (five) consecutive years with effect from 31^st December, 2021 to 30^th December, 2026 (both days inclusive), not subject to retirement by rotation. Further, his appointment as an Independent Director was approved by the shareholders at 31^st Annual General Meeting of the Company.

Further in opinion of the Board, Ms. Divya Zalani (DIN: 09429881) and Mr. Rahil Thaker (DIN: 07907715) who were appointed as Independent Directors during the Financial Year 2022-23 are person of integrity and have the relevant expertise, experience and proficiency as required under sub-section (1) of Section 150 of the Act.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Deepak Raval (DIN: 01292764), Whole time Director of the Company, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Members'' approval is being sought at the ensuing Annual General Meeting for his re-appointment. Based on the recommendation of Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 12^th July, 2023, approved the reappointment of Mr. Deepak Raval (DIN: 01292764) as a Whole Time Director of the Company for the period of 3 (three) consecutive years w.e.f. 10^th August, 2023 to 9^th August, 2026, subject to the members approval at ensuing Annual General Meeting.

Pursuant to the provisions of Sections 149 and 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, along with Schedule IV to the Act and the SEBI Listing Regulations, Mr. Vinay Pandya (DIN: 08368828) Independent Director, was appointed at the 28^th AGM of the members held on 30^th September, 2019, to hold office for a term of 5 (five) consecutive years with effect from 20^th February, 2019 to 19^th February, 2024 not liable to retire by rotation, on the Board of your Company. Thus, the current term of Mr. Vinay Pandya as an Independent Director of the Company ends on 19^th February, 2024.

Considering his skills, background, experience, integrity, knowledge, expertise, and contributions made over last four years as an Independent Director of the Company and based

on his performance evaluation, the Board believes that his continued association as an Independent Director would be of immense benefit to the Company. Accordingly, the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee, reappointed Mr. Vinay Pandya as an Independent Director of the Company for the second consecutive term of 5 (five) years,

i.e., from 20^th February, 2024 to 19^th February, 2029 (both days inclusive) subject to the approval of members through Special Resolution at the ensuing AGM.

Mr. Deepak Raval, demitted his office as the Company Secretary and Compliance Officer with effect from the close of business hours of 25^th May, 2023. The Board placed on record its appreciation for the valuable contribution and service rendered by Mr. Deepak Raval during his association with the Company.

Ms. Divya Prajapati was appointed as Company Secretary and Compliance Officer of the Company with effect from 26^th May, 2023. The Board of Directors, on the recommendation of the NRC at its meeting held on 25^th May, 2023 respectively, has approved the appointment of Ms. Divya Prajapati as Company Secretary and Compliance Officer of the company. In the opinion of the Board, she possesses the requisite qualification, expertise and experience.

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, 2023:

• Mr. Deepak Raval - Whole time Director & CS

• Mr. Milind Joshi - Chief Financial Officer

During the Financial Year 2022-23, there were no changes to the Key Managerial Personnel of the Company.

12. MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES

The Board met 7 (seven) times during the Financial Year 202223, 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 and Remuneration Committee and Stakeholders Relationship Committee and meetings of those 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 held any equity shares of your Company during the Financial Year ended 31^st March, 2023.

None of the Directors had 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 and 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 Company''s internal financial controls were adequate and effective during Financial Year 2022-23.

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, 2023, 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, 2023 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 and 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 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 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 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. REPORTING OF FRAUDS

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.

21. 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".

22. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of your Company.

23. DEPOSITS

During the year, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014.

24. 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.

25. 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.

26. 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.

27. AUDITORS

27.1 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 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 31^st March, 2023 are self- explanatory and are devoid of any reservation, qualification or adverse remarks.

27.2 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 30^th May, 2022 had appointed Mr. Hemang M. Mehta, Proprietor of M/s. H. M. Mehta & Associates, Practicing Company Secretaries (COP No. 2554), to conduct Secretarial Audit for the Financial Year 2022-23.

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 2022-23 does not contain any qualification, reservation or adverse remark.

ANNUAL SECRETARIAL COMPLIANCE REPORT The Company has undertaken an audit for the Financial Year 2022-23 for all the applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder and the same was obtained from Mr. Hemang M. Mehta, Proprietor of M/s. H. M. Mehta & Associates, Practicing Company Secretaries, Vadodara, Gujarat.

The Annual Secretarial Compliance Report for financial year 2022-23 was submitted to the Stock Exchange as per the timelines prescribed under Listing Regulations.

27.3 INTERNAL AUDITOR

M/s. DVG & Associates, Chartered Accountants, Vadodara (Firm Registration No: 130882W) has been appointed as Internal Auditors for Financial Year 2022-23 under Section 138 of the Act read with the Rule 13 of the Companies (Accounts) Rules, 2014.

28. 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.

29. 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.

30. 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.

31. CHANGES IN SHARE CAPITAL

As on 31^st March, 2023, the authorised share capital of the Company was '' 7,50,00,000 /- comprising of 75,00,000 Equity Shares of '' 10/- each.

During the year, your Company allotted 19,00,000 convertible equity warrants on preferential basis to strategic investors not forming part of the Promoter or Promoter Group entity of '' 10/- each at an issue price of '' 43/- per share including a premium of '' 33/- per share, as a result of which, the paid-up share capital of the Company as on 31^st March, 2023 stood increased to '' 7,47,23,000 dividend into 74,72,300 equity shares of face value of '' 10/- each.

Utilization of funds raised through issue of Equity Shares:

The sum of '' 8,17,00,000/- raised during the year 2022-23 through issue of convertible equity warrants on preferential basis has been fully utilized for the purpose for which it was raised and there has been no deviation or variation in utilization of this sum.

During the year under review, the Company has not issued any:

(a) shares with differential rights as to dividend, voting or otherwise.

(b) sweat equity shares.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions of Section 1 35 of the Act relating to the Corporate Social Responsibility initiatives are not applicable to the Company.

33. 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.

34. 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 the 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.

35. 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 2022-23:

Sr. No.	Particulars	Number
1	No. of complaints received	NIL
2	No. of complaints disposed of	NA
3	No. of cases pending for more than 90 days	NIL

36. 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.

37. 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.

38. 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.

39. LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the BSE Limited (BSE).

40. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 32^nd Annual General Meeting of the Company including the Annual Report for Financial Year 2022-23 are being sent to all Members whose e-mail addresses are registered with the Company/ Depository Participant(s).

41. 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/-

Deepak Raval

Date: 14.08.2023 Chairman & Whole time Director

Place: Vadodara DIN: 01292764

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

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Mar 31, 2023

The Directors are pleased to present to you the 32^nd 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, 2023.

01. FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year ended on 31^st March, 2023, on a Standalone and Consolidated basis, is summarized below:

Particulars	Standalone basis		Consolidated basis
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	63.38	106.36	10,028.72	7,002.92
Total Revenue From Operations	63.38	106.36	10,028.72	7,002.92
Other Income	0.06	0.65	153.15	144.82
Total Income	63.44	107.01	10,181.87	7,147.73
Finance Cost	6.89	10.07	162.01	138.70
Fees and Commission Expense		0.28		0.28
Cost of Material Consumed			6,515.36	4,975.43
Purchase of Stock in trade			1,662.10	388.70
Purchase of Shares
Changes in inventories to finished goods, stock in trade and Work-in-progress		58.05	(78.78)	93.79
Employee benefits expenses	30.38	28.42	446.44	416.55
Depreciation, amortization and impairment		0.01	126.91	123.93
Other expenses	15.53	15.01	546.81	499.94
Total expenses	52.80	111.84	9,380.85	6,637.31
Profit /(Loss) before Tax	10.65	(4.83)	801.03	510.42
Less: Tax Expenses
Current Tax	1.93		66.91	55.65
Deferred Tax	(1.62)	(1.20)	0.76	(7.13)
Income Tax Earlier Years
Excess or short provision of earlier years			(5.75)	(0.81)
Profit after tax for the Period	10.34	(3.63)	739.10	462.72
Total other Comprehensive income			49.71	68.60
Total Comprehensive income / (loss) for the Period	10.34	(3.63)	788.81	531.32

02. RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS Operational Highlights:

The Company is engaged in the business of Loan and investment. 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.

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 has 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 '' 63.38 Lakhs as against '' 106.36 Lakhs in the previous year.

Net profit for the current year is '' 10.34 Lakhs as against loss of '' 3.63 Lakhs in the previous year.

Earnings per share stood at '' 0.17 on face value of '' 10 each. Consolidated Financial Performance:

Total revenue from operations on a consolidated basis for the current year is '' 10,028.72 Lakhs as against '' 7002.92 Lakhs in the previous year.

Net Profit for the current year is '' 739.10 Lakhs as against '' 462.72 Lakhs in the previous year.

Earnings per share stood at '' 7.53 on face value of '' 10 each.

03. INDIAN ACCOUNTING STANDARDS

The Financial Statements for the year ended on 31^st March, 2023 have been prepared in accordance with the Companies (Indian Accounting Standard) Rules, 2015, prescribed under Section 1 33 of the Companies Act, 201 3 (''the Act'') and other recognized accounting practices and policies to the extent applicable.

04. 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.

05. 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 2022-23.

06. 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 '' 2.07 Lakhs to Reserve of the company .

07. SUBSIDIARY COMPANIES / JOINT VENTURE / ASSOCIATES

As on 31^st March, 2023, your Company has following Subsidiary / Step down Subsidiaries:

1. Maximus International Limited - Subsidiary Company

2. Maximus Global FZE - Step down Subsidiary - in Sharjah

- UAE

(Wholly owned Subsidiary of Maximus International Limited)

3. MX Africa Limited - Step down Subsidiary - in Nairobi

- Kenya

(Wholly owned Subsidiary of Maximus International Limited)

4. Maximus Lubricants LLC - Step down Subsidiary - in RAK-UAE

(Subsidiary of Maximus Global FZE)

5. 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 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

08. 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.

09. 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 1 7 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 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 Report is not mandatorily applicable to the Company for the year under review ended on 31^st March, 2023, hence not annexed with Annual Report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the Board of Directors of the Company upon recommendation of Nomination and Remuneration Committee, appointed Ms. Divya Zalani (DIN: 09429881) as an Independent Director of the Company for a term of 5 (five) consecutive years with effect from 31^st December, 2021 to 30^th December, 2026 (both days inclusive), not subject to retirement by rotation. Further, her appointment as an Independent Director was approved by the shareholders at 31^st Annual General Meeting of the Company.

During the year under review, the Board of Directors of the Company upon recommendation of Nomination and Remuneration Committee, appointed Mr. Rahil Thaker (DIN: 07907715) as an Independent Director of the Company for a term of 5 (five) consecutive years with effect from 31^st December, 2021 to 30^th December, 2026 (both days inclusive), not subject to retirement by rotation. Further, his appointment as an Independent Director was approved by the shareholders at 31^st Annual General Meeting of the Company.

Further in opinion of the Board, Ms. Divya Zalani (DIN: 09429881) and Mr. Rahil Thaker (DIN: 07907715) who were appointed as Independent Directors during the Financial Year 2022-23 are person of integrity and have the relevant expertise, experience and proficiency as required under sub-section (1) of Section 150 of the Act.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Deepak Raval (DIN: 01292764), Whole time Director of the Company, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Members'' approval is being sought at the ensuing Annual General Meeting for his re-appointment. Based on the recommendation of Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 12^th July, 2023, approved the reappointment of Mr. Deepak Raval (DIN: 01292764) as a Whole Time Director of the Company for the period of 3 (three) consecutive years w.e.f. 10^th August, 2023 to 9^th August, 2026, subject to the members approval at ensuing Annual General Meeting.

Pursuant to the provisions of Sections 149 and 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, along with Schedule IV to the Act and the SEBI Listing Regulations, Mr. Vinay Pandya (DIN: 08368828) Independent Director, was appointed at the 28^th AGM of the members held on 30^th September, 2019, to hold office for a term of 5 (five) consecutive years with effect from 20^th February, 2019 to 19^th February, 2024 not liable to retire by rotation, on the Board of your Company. Thus, the current term of Mr. Vinay Pandya as an Independent Director of the Company ends on 19^th February, 2024.

Considering his skills, background, experience, integrity, knowledge, expertise, and contributions made over last four years as an Independent Director of the Company and based

on his performance evaluation, the Board believes that his continued association as an Independent Director would be of immense benefit to the Company. Accordingly, the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee, reappointed Mr. Vinay Pandya as an Independent Director of the Company for the second consecutive term of 5 (five) years,

i.e., from 20^th February, 2024 to 19^th February, 2029 (both days inclusive) subject to the approval of members through Special Resolution at the ensuing AGM.

Mr. Deepak Raval, demitted his office as the Company Secretary and Compliance Officer with effect from the close of business hours of 25^th May, 2023. The Board placed on record its appreciation for the valuable contribution and service rendered by Mr. Deepak Raval during his association with the Company.

Ms. Divya Prajapati was appointed as Company Secretary and Compliance Officer of the Company with effect from 26^th May, 2023. The Board of Directors, on the recommendation of the NRC at its meeting held on 25^th May, 2023 respectively, has approved the appointment of Ms. Divya Prajapati as Company Secretary and Compliance Officer of the company. In the opinion of the Board, she possesses the requisite qualification, expertise and experience.

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, 2023:

• Mr. Deepak Raval - Whole time Director & CS

• Mr. Milind Joshi - Chief Financial Officer

During the Financial Year 2022-23, there were no changes to the Key Managerial Personnel of the Company.

12. MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES

The Board met 7 (seven) times during the Financial Year 202223, 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 and Remuneration Committee and Stakeholders Relationship Committee and meetings of those 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 held any equity shares of your Company during the Financial Year ended 31^st March, 2023.

None of the Directors had 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 and 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 Company''s internal financial controls were adequate and effective during Financial Year 2022-23.

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, 2023, 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, 2023 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 and 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 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 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 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. REPORTING OF FRAUDS

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.

21. 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".

22. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of your Company.

23. DEPOSITS

During the year, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014.

24. 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.

25. 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.

26. 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.

27. AUDITORS

27.1 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 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 31^st March, 2023 are self- explanatory and are devoid of any reservation, qualification or adverse remarks.

27.2 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 30^th May, 2022 had appointed Mr. Hemang M. Mehta, Proprietor of M/s. H. M. Mehta & Associates, Practicing Company Secretaries (COP No. 2554), to conduct Secretarial Audit for the Financial Year 2022-23.

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 2022-23 does not contain any qualification, reservation or adverse remark.

ANNUAL SECRETARIAL COMPLIANCE REPORT The Company has undertaken an audit for the Financial Year 2022-23 for all the applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder and the same was obtained from Mr. Hemang M. Mehta, Proprietor of M/s. H. M. Mehta & Associates, Practicing Company Secretaries, Vadodara, Gujarat.

The Annual Secretarial Compliance Report for financial year 2022-23 was submitted to the Stock Exchange as per the timelines prescribed under Listing Regulations.

27.3 INTERNAL AUDITOR

M/s. DVG & Associates, Chartered Accountants, Vadodara (Firm Registration No: 130882W) has been appointed as Internal Auditors for Financial Year 2022-23 under Section 138 of the Act read with the Rule 13 of the Companies (Accounts) Rules, 2014.

28. 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.

29. 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.

30. 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.

31. CHANGES IN SHARE CAPITAL

As on 31^st March, 2023, the authorised share capital of the Company was '' 7,50,00,000 /- comprising of 75,00,000 Equity Shares of '' 10/- each.

During the year, your Company allotted 19,00,000 convertible equity warrants on preferential basis to strategic investors not forming part of the Promoter or Promoter Group entity of '' 10/- each at an issue price of '' 43/- per share including a premium of '' 33/- per share, as a result of which, the paid-up share capital of the Company as on 31^st March, 2023 stood increased to '' 7,47,23,000 dividend into 74,72,300 equity shares of face value of '' 10/- each.

Utilization of funds raised through issue of Equity Shares:

The sum of '' 8,17,00,000/- raised during the year 2022-23 through issue of convertible equity warrants on preferential basis has been fully utilized for the purpose for which it was raised and there has been no deviation or variation in utilization of this sum.

During the year under review, the Company has not issued any:

(a) shares with differential rights as to dividend, voting or otherwise.

(b) sweat equity shares.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions of Section 1 35 of the Act relating to the Corporate Social Responsibility initiatives are not applicable to the Company.

33. 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.

34. 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 the 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.

35. 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 2022-23:

Sr. No.	Particulars	Number
1	No. of complaints received	NIL
2	No. of complaints disposed of	NA
3	No. of cases pending for more than 90 days	NIL

36. 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.

37. 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.

38. 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.

39. LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the BSE Limited (BSE).

40. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 32^nd Annual General Meeting of the Company including the Annual Report for Financial Year 2022-23 are being sent to all Members whose e-mail addresses are registered with the Company/ Depository Participant(s).

41. 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/-

Deepak Raval

Date: 14.08.2023 Chairman & Whole time Director

Place: Vadodara DIN: 01292764

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

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Mar 31, 2023

The Directors are pleased to present to you the 32^nd 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, 2023.

01. FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year ended on 31^st March, 2023, on a Standalone and Consolidated basis, is summarized below:

Particulars	Standalone basis		Consolidated basis
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	63.38	106.36	10,028.72	7,002.92
Total Revenue From Operations	63.38	106.36	10,028.72	7,002.92
Other Income	0.06	0.65	153.15	144.82
Total Income	63.44	107.01	10,181.87	7,147.73
Finance Cost	6.89	10.07	162.01	138.70
Fees and Commission Expense		0.28		0.28
Cost of Material Consumed			6,515.36	4,975.43
Purchase of Stock in trade			1,662.10	388.70
Purchase of Shares
Changes in inventories to finished goods, stock in trade and Work-in-progress		58.05	(78.78)	93.79
Employee benefits expenses	30.38	28.42	446.44	416.55
Depreciation, amortization and impairment		0.01	126.91	123.93
Other expenses	15.53	15.01	546.81	499.94
Total expenses	52.80	111.84	9,380.85	6,637.31
Profit /(Loss) before Tax	10.65	(4.83)	801.03	510.42
Less: Tax Expenses
Current Tax	1.93		66.91	55.65
Deferred Tax	(1.62)	(1.20)	0.76	(7.13)
Income Tax Earlier Years
Excess or short provision of earlier years			(5.75)	(0.81)
Profit after tax for the Period	10.34	(3.63)	739.10	462.72
Total other Comprehensive income			49.71	68.60
Total Comprehensive income / (loss) for the Period	10.34	(3.63)	788.81	531.32

02. RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS Operational Highlights:

The Company is engaged in the business of Loan and investment. 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.

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 has 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 '' 63.38 Lakhs as against '' 106.36 Lakhs in the previous year.

Net profit for the current year is '' 10.34 Lakhs as against loss of '' 3.63 Lakhs in the previous year.

Earnings per share stood at '' 0.17 on face value of '' 10 each. Consolidated Financial Performance:

Total revenue from operations on a consolidated basis for the current year is '' 10,028.72 Lakhs as against '' 7002.92 Lakhs in the previous year.

Net Profit for the current year is '' 739.10 Lakhs as against '' 462.72 Lakhs in the previous year.

Earnings per share stood at '' 7.53 on face value of '' 10 each.

03. INDIAN ACCOUNTING STANDARDS

The Financial Statements for the year ended on 31^st March, 2023 have been prepared in accordance with the Companies (Indian Accounting Standard) Rules, 2015, prescribed under Section 1 33 of the Companies Act, 201 3 (''the Act'') and other recognized accounting practices and policies to the extent applicable.

04. 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.

05. 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 2022-23.

06. 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 '' 2.07 Lakhs to Reserve of the company .

07. SUBSIDIARY COMPANIES / JOINT VENTURE / ASSOCIATES

As on 31^st March, 2023, your Company has following Subsidiary / Step down Subsidiaries:

1. Maximus International Limited - Subsidiary Company

2. Maximus Global FZE - Step down Subsidiary - in Sharjah

- UAE

(Wholly owned Subsidiary of Maximus International Limited)

3. MX Africa Limited - Step down Subsidiary - in Nairobi

- Kenya

(Wholly owned Subsidiary of Maximus International Limited)

4. Maximus Lubricants LLC - Step down Subsidiary - in RAK-UAE

(Subsidiary of Maximus Global FZE)

5. 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 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

08. 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.

09. 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 1 7 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 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 Report is not mandatorily applicable to the Company for the year under review ended on 31^st March, 2023, hence not annexed with Annual Report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the Board of Directors of the Company upon recommendation of Nomination and Remuneration Committee, appointed Ms. Divya Zalani (DIN: 09429881) as an Independent Director of the Company for a term of 5 (five) consecutive years with effect from 31^st December, 2021 to 30^th December, 2026 (both days inclusive), not subject to retirement by rotation. Further, her appointment as an Independent Director was approved by the shareholders at 31^st Annual General Meeting of the Company.

During the year under review, the Board of Directors of the Company upon recommendation of Nomination and Remuneration Committee, appointed Mr. Rahil Thaker (DIN: 07907715) as an Independent Director of the Company for a term of 5 (five) consecutive years with effect from 31^st December, 2021 to 30^th December, 2026 (both days inclusive), not subject to retirement by rotation. Further, his appointment as an Independent Director was approved by the shareholders at 31^st Annual General Meeting of the Company.

Further in opinion of the Board, Ms. Divya Zalani (DIN: 09429881) and Mr. Rahil Thaker (DIN: 07907715) who were appointed as Independent Directors during the Financial Year 2022-23 are person of integrity and have the relevant expertise, experience and proficiency as required under sub-section (1) of Section 150 of the Act.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Deepak Raval (DIN: 01292764), Whole time Director of the Company, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Members'' approval is being sought at the ensuing Annual General Meeting for his re-appointment. Based on the recommendation of Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 12^th July, 2023, approved the reappointment of Mr. Deepak Raval (DIN: 01292764) as a Whole Time Director of the Company for the period of 3 (three) consecutive years w.e.f. 10^th August, 2023 to 9^th August, 2026, subject to the members approval at ensuing Annual General Meeting.

Pursuant to the provisions of Sections 149 and 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, along with Schedule IV to the Act and the SEBI Listing Regulations, Mr. Vinay Pandya (DIN: 08368828) Independent Director, was appointed at the 28^th AGM of the members held on 30^th September, 2019, to hold office for a term of 5 (five) consecutive years with effect from 20^th February, 2019 to 19^th February, 2024 not liable to retire by rotation, on the Board of your Company. Thus, the current term of Mr. Vinay Pandya as an Independent Director of the Company ends on 19^th February, 2024.

Considering his skills, background, experience, integrity, knowledge, expertise, and contributions made over last four years as an Independent Director of the Company and based

on his performance evaluation, the Board believes that his continued association as an Independent Director would be of immense benefit to the Company. Accordingly, the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee, reappointed Mr. Vinay Pandya as an Independent Director of the Company for the second consecutive term of 5 (five) years,

i.e., from 20^th February, 2024 to 19^th February, 2029 (both days inclusive) subject to the approval of members through Special Resolution at the ensuing AGM.

Mr. Deepak Raval, demitted his office as the Company Secretary and Compliance Officer with effect from the close of business hours of 25^th May, 2023. The Board placed on record its appreciation for the valuable contribution and service rendered by Mr. Deepak Raval during his association with the Company.

Ms. Divya Prajapati was appointed as Company Secretary and Compliance Officer of the Company with effect from 26^th May, 2023. The Board of Directors, on the recommendation of the NRC at its meeting held on 25^th May, 2023 respectively, has approved the appointment of Ms. Divya Prajapati as Company Secretary and Compliance Officer of the company. In the opinion of the Board, she possesses the requisite qualification, expertise and experience.

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, 2023:

• Mr. Deepak Raval - Whole time Director & CS

• Mr. Milind Joshi - Chief Financial Officer

During the Financial Year 2022-23, there were no changes to the Key Managerial Personnel of the Company.

12. MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES

The Board met 7 (seven) times during the Financial Year 202223, 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 and Remuneration Committee and Stakeholders Relationship Committee and meetings of those 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 held any equity shares of your Company during the Financial Year ended 31^st March, 2023.

None of the Directors had 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 and 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 Company''s internal financial controls were adequate and effective during Financial Year 2022-23.

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, 2023, 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, 2023 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 and 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 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 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 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. REPORTING OF FRAUDS

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.

21. 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".

22. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of your Company.

23. DEPOSITS

During the year, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014.

24. 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.

25. 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.

26. 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.

27. AUDITORS

27.1 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 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 31^st March, 2023 are self- explanatory and are devoid of any reservation, qualification or adverse remarks.

27.2 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 30^th May, 2022 had appointed Mr. Hemang M. Mehta, Proprietor of M/s. H. M. Mehta & Associates, Practicing Company Secretaries (COP No. 2554), to conduct Secretarial Audit for the Financial Year 2022-23.

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 2022-23 does not contain any qualification, reservation or adverse remark.

ANNUAL SECRETARIAL COMPLIANCE REPORT The Company has undertaken an audit for the Financial Year 2022-23 for all the applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder and the same was obtained from Mr. Hemang M. Mehta, Proprietor of M/s. H. M. Mehta & Associates, Practicing Company Secretaries, Vadodara, Gujarat.

The Annual Secretarial Compliance Report for financial year 2022-23 was submitted to the Stock Exchange as per the timelines prescribed under Listing Regulations.

27.3 INTERNAL AUDITOR

M/s. DVG & Associates, Chartered Accountants, Vadodara (Firm Registration No: 130882W) has been appointed as Internal Auditors for Financial Year 2022-23 under Section 138 of the Act read with the Rule 13 of the Companies (Accounts) Rules, 2014.

28. 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.

29. 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.

30. 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.

31. CHANGES IN SHARE CAPITAL

As on 31^st March, 2023, the authorised share capital of the Company was '' 7,50,00,000 /- comprising of 75,00,000 Equity Shares of '' 10/- each.

During the year, your Company allotted 19,00,000 convertible equity warrants on preferential basis to strategic investors not forming part of the Promoter or Promoter Group entity of '' 10/- each at an issue price of '' 43/- per share including a premium of '' 33/- per share, as a result of which, the paid-up share capital of the Company as on 31^st March, 2023 stood increased to '' 7,47,23,000 dividend into 74,72,300 equity shares of face value of '' 10/- each.

Utilization of funds raised through issue of Equity Shares:

The sum of '' 8,17,00,000/- raised during the year 2022-23 through issue of convertible equity warrants on preferential basis has been fully utilized for the purpose for which it was raised and there has been no deviation or variation in utilization of this sum.

During the year under review, the Company has not issued any:

(a) shares with differential rights as to dividend, voting or otherwise.

(b) sweat equity shares.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions of Section 1 35 of the Act relating to the Corporate Social Responsibility initiatives are not applicable to the Company.

33. 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.

34. 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 the 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.

35. 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 2022-23:

Sr. No.	Particulars	Number
1	No. of complaints received	NIL
2	No. of complaints disposed of	NA
3	No. of cases pending for more than 90 days	NIL

36. 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.

37. 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.

38. 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.

39. LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the BSE Limited (BSE).

40. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 32^nd Annual General Meeting of the Company including the Annual Report for Financial Year 2022-23 are being sent to all Members whose e-mail addresses are registered with the Company/ Depository Participant(s).

41. 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/-

Deepak Raval

Date: 14.08.2023 Chairman & Whole time Director

Place: Vadodara DIN: 01292764

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

---

Mar 31, 2023

The Directors are pleased to present to you the 32^nd 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, 2023.

01. FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year ended on 31^st March, 2023, on a Standalone and Consolidated basis, is summarized below:

Particulars	Standalone basis		Consolidated basis
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	63.38	106.36	10,028.72	7,002.92
Total Revenue From Operations	63.38	106.36	10,028.72	7,002.92
Other Income	0.06	0.65	153.15	144.82
Total Income	63.44	107.01	10,181.87	7,147.73
Finance Cost	6.89	10.07	162.01	138.70
Fees and Commission Expense		0.28		0.28
Cost of Material Consumed			6,515.36	4,975.43
Purchase of Stock in trade			1,662.10	388.70
Purchase of Shares
Changes in inventories to finished goods, stock in trade and Work-in-progress		58.05	(78.78)	93.79
Employee benefits expenses	30.38	28.42	446.44	416.55
Depreciation, amortization and impairment		0.01	126.91	123.93
Other expenses	15.53	15.01	546.81	499.94
Total expenses	52.80	111.84	9,380.85	6,637.31
Profit /(Loss) before Tax	10.65	(4.83)	801.03	510.42
Less: Tax Expenses
Current Tax	1.93		66.91	55.65
Deferred Tax	(1.62)	(1.20)	0.76	(7.13)
Income Tax Earlier Years
Excess or short provision of earlier years			(5.75)	(0.81)
Profit after tax for the Period	10.34	(3.63)	739.10	462.72
Total other Comprehensive income			49.71	68.60
Total Comprehensive income / (loss) for the Period	10.34	(3.63)	788.81	531.32

02. RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS Operational Highlights:

The Company is engaged in the business of Loan and investment. 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.

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 has 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 '' 63.38 Lakhs as against '' 106.36 Lakhs in the previous year.

Net profit for the current year is '' 10.34 Lakhs as against loss of '' 3.63 Lakhs in the previous year.

Earnings per share stood at '' 0.17 on face value of '' 10 each. Consolidated Financial Performance:

Total revenue from operations on a consolidated basis for the current year is '' 10,028.72 Lakhs as against '' 7002.92 Lakhs in the previous year.

Net Profit for the current year is '' 739.10 Lakhs as against '' 462.72 Lakhs in the previous year.

Earnings per share stood at '' 7.53 on face value of '' 10 each.

03. INDIAN ACCOUNTING STANDARDS

The Financial Statements for the year ended on 31^st March, 2023 have been prepared in accordance with the Companies (Indian Accounting Standard) Rules, 2015, prescribed under Section 1 33 of the Companies Act, 201 3 (''the Act'') and other recognized accounting practices and policies to the extent applicable.

04. 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.

05. 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 2022-23.

06. 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 '' 2.07 Lakhs to Reserve of the company .

07. SUBSIDIARY COMPANIES / JOINT VENTURE / ASSOCIATES

As on 31^st March, 2023, your Company has following Subsidiary / Step down Subsidiaries:

1. Maximus International Limited - Subsidiary Company

2. Maximus Global FZE - Step down Subsidiary - in Sharjah

- UAE

(Wholly owned Subsidiary of Maximus International Limited)

3. MX Africa Limited - Step down Subsidiary - in Nairobi

- Kenya

(Wholly owned Subsidiary of Maximus International Limited)

4. Maximus Lubricants LLC - Step down Subsidiary - in RAK-UAE

(Subsidiary of Maximus Global FZE)

5. 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 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

08. 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.

09. 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 1 7 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 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 Report is not mandatorily applicable to the Company for the year under review ended on 31^st March, 2023, hence not annexed with Annual Report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the Board of Directors of the Company upon recommendation of Nomination and Remuneration Committee, appointed Ms. Divya Zalani (DIN: 09429881) as an Independent Director of the Company for a term of 5 (five) consecutive years with effect from 31^st December, 2021 to 30^th December, 2026 (both days inclusive), not subject to retirement by rotation. Further, her appointment as an Independent Director was approved by the shareholders at 31^st Annual General Meeting of the Company.

During the year under review, the Board of Directors of the Company upon recommendation of Nomination and Remuneration Committee, appointed Mr. Rahil Thaker (DIN: 07907715) as an Independent Director of the Company for a term of 5 (five) consecutive years with effect from 31^st December, 2021 to 30^th December, 2026 (both days inclusive), not subject to retirement by rotation. Further, his appointment as an Independent Director was approved by the shareholders at 31^st Annual General Meeting of the Company.

Further in opinion of the Board, Ms. Divya Zalani (DIN: 09429881) and Mr. Rahil Thaker (DIN: 07907715) who were appointed as Independent Directors during the Financial Year 2022-23 are person of integrity and have the relevant expertise, experience and proficiency as required under sub-section (1) of Section 150 of the Act.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Deepak Raval (DIN: 01292764), Whole time Director of the Company, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Members'' approval is being sought at the ensuing Annual General Meeting for his re-appointment. Based on the recommendation of Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 12^th July, 2023, approved the reappointment of Mr. Deepak Raval (DIN: 01292764) as a Whole Time Director of the Company for the period of 3 (three) consecutive years w.e.f. 10^th August, 2023 to 9^th August, 2026, subject to the members approval at ensuing Annual General Meeting.

Pursuant to the provisions of Sections 149 and 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, along with Schedule IV to the Act and the SEBI Listing Regulations, Mr. Vinay Pandya (DIN: 08368828) Independent Director, was appointed at the 28^th AGM of the members held on 30^th September, 2019, to hold office for a term of 5 (five) consecutive years with effect from 20^th February, 2019 to 19^th February, 2024 not liable to retire by rotation, on the Board of your Company. Thus, the current term of Mr. Vinay Pandya as an Independent Director of the Company ends on 19^th February, 2024.

Considering his skills, background, experience, integrity, knowledge, expertise, and contributions made over last four years as an Independent Director of the Company and based

on his performance evaluation, the Board believes that his continued association as an Independent Director would be of immense benefit to the Company. Accordingly, the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee, reappointed Mr. Vinay Pandya as an Independent Director of the Company for the second consecutive term of 5 (five) years,

i.e., from 20^th February, 2024 to 19^th February, 2029 (both days inclusive) subject to the approval of members through Special Resolution at the ensuing AGM.

Mr. Deepak Raval, demitted his office as the Company Secretary and Compliance Officer with effect from the close of business hours of 25^th May, 2023. The Board placed on record its appreciation for the valuable contribution and service rendered by Mr. Deepak Raval during his association with the Company.

Ms. Divya Prajapati was appointed as Company Secretary and Compliance Officer of the Company with effect from 26^th May, 2023. The Board of Directors, on the recommendation of the NRC at its meeting held on 25^th May, 2023 respectively, has approved the appointment of Ms. Divya Prajapati as Company Secretary and Compliance Officer of the company. In the opinion of the Board, she possesses the requisite qualification, expertise and experience.

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, 2023:

• Mr. Deepak Raval - Whole time Director & CS

• Mr. Milind Joshi - Chief Financial Officer

During the Financial Year 2022-23, there were no changes to the Key Managerial Personnel of the Company.

12. MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES

The Board met 7 (seven) times during the Financial Year 202223, 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 and Remuneration Committee and Stakeholders Relationship Committee and meetings of those 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 held any equity shares of your Company during the Financial Year ended 31^st March, 2023.

None of the Directors had 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 and 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 Company''s internal financial controls were adequate and effective during Financial Year 2022-23.

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, 2023, 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, 2023 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 and 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 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 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 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. REPORTING OF FRAUDS

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.

21. 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".

22. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of your Company.

23. DEPOSITS

During the year, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014.

24. 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.

25. 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.

26. 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.

27. AUDITORS

27.1 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 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 31^st March, 2023 are self- explanatory and are devoid of any reservation, qualification or adverse remarks.

27.2 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 30^th May, 2022 had appointed Mr. Hemang M. Mehta, Proprietor of M/s. H. M. Mehta & Associates, Practicing Company Secretaries (COP No. 2554), to conduct Secretarial Audit for the Financial Year 2022-23.

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 2022-23 does not contain any qualification, reservation or adverse remark.

ANNUAL SECRETARIAL COMPLIANCE REPORT The Company has undertaken an audit for the Financial Year 2022-23 for all the applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder and the same was obtained from Mr. Hemang M. Mehta, Proprietor of M/s. H. M. Mehta & Associates, Practicing Company Secretaries, Vadodara, Gujarat.

The Annual Secretarial Compliance Report for financial year 2022-23 was submitted to the Stock Exchange as per the timelines prescribed under Listing Regulations.

27.3 INTERNAL AUDITOR

M/s. DVG & Associates, Chartered Accountants, Vadodara (Firm Registration No: 130882W) has been appointed as Internal Auditors for Financial Year 2022-23 under Section 138 of the Act read with the Rule 13 of the Companies (Accounts) Rules, 2014.

28. 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.

29. 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.

30. 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.

31. CHANGES IN SHARE CAPITAL

As on 31^st March, 2023, the authorised share capital of the Company was '' 7,50,00,000 /- comprising of 75,00,000 Equity Shares of '' 10/- each.

During the year, your Company allotted 19,00,000 convertible equity warrants on preferential basis to strategic investors not forming part of the Promoter or Promoter Group entity of '' 10/- each at an issue price of '' 43/- per share including a premium of '' 33/- per share, as a result of which, the paid-up share capital of the Company as on 31^st March, 2023 stood increased to '' 7,47,23,000 dividend into 74,72,300 equity shares of face value of '' 10/- each.

Utilization of funds raised through issue of Equity Shares:

The sum of '' 8,17,00,000/- raised during the year 2022-23 through issue of convertible equity warrants on preferential basis has been fully utilized for the purpose for which it was raised and there has been no deviation or variation in utilization of this sum.

During the year under review, the Company has not issued any:

(a) shares with differential rights as to dividend, voting or otherwise.

(b) sweat equity shares.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions of Section 1 35 of the Act relating to the Corporate Social Responsibility initiatives are not applicable to the Company.

33. 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.

34. 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 the 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.

35. 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 2022-23:

Sr. No.	Particulars	Number
1	No. of complaints received	NIL
2	No. of complaints disposed of	NA
3	No. of cases pending for more than 90 days	NIL

36. 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.

37. 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.

38. 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.

39. LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the BSE Limited (BSE).

40. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 32^nd Annual General Meeting of the Company including the Annual Report for Financial Year 2022-23 are being sent to all Members whose e-mail addresses are registered with the Company/ Depository Participant(s).

41. 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/-

Deepak Raval

Date: 14.08.2023 Chairman & Whole time Director

Place: Vadodara DIN: 01292764

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

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Mar 31, 2023

The Directors are pleased to present to you the 32^nd 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, 2023.

01. FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year ended on 31^st March, 2023, on a Standalone and Consolidated basis, is summarized below:

Particulars	Standalone basis		Consolidated basis
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	63.38	106.36	10,028.72	7,002.92
Total Revenue From Operations	63.38	106.36	10,028.72	7,002.92
Other Income	0.06	0.65	153.15	144.82
Total Income	63.44	107.01	10,181.87	7,147.73
Finance Cost	6.89	10.07	162.01	138.70
Fees and Commission Expense		0.28		0.28
Cost of Material Consumed			6,515.36	4,975.43
Purchase of Stock in trade			1,662.10	388.70
Purchase of Shares
Changes in inventories to finished goods, stock in trade and Work-in-progress		58.05	(78.78)	93.79
Employee benefits expenses	30.38	28.42	446.44	416.55
Depreciation, amortization and impairment		0.01	126.91	123.93
Other expenses	15.53	15.01	546.81	499.94
Total expenses	52.80	111.84	9,380.85	6,637.31
Profit /(Loss) before Tax	10.65	(4.83)	801.03	510.42
Less: Tax Expenses
Current Tax	1.93		66.91	55.65
Deferred Tax	(1.62)	(1.20)	0.76	(7.13)
Income Tax Earlier Years
Excess or short provision of earlier years			(5.75)	(0.81)
Profit after tax for the Period	10.34	(3.63)	739.10	462.72
Total other Comprehensive income			49.71	68.60
Total Comprehensive income / (loss) for the Period	10.34	(3.63)	788.81	531.32

02. RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS Operational Highlights:

The Company is engaged in the business of Loan and investment. 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.

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 has 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 '' 63.38 Lakhs as against '' 106.36 Lakhs in the previous year.

Net profit for the current year is '' 10.34 Lakhs as against loss of '' 3.63 Lakhs in the previous year.

Earnings per share stood at '' 0.17 on face value of '' 10 each. Consolidated Financial Performance:

Total revenue from operations on a consolidated basis for the current year is '' 10,028.72 Lakhs as against '' 7002.92 Lakhs in the previous year.

Net Profit for the current year is '' 739.10 Lakhs as against '' 462.72 Lakhs in the previous year.

Earnings per share stood at '' 7.53 on face value of '' 10 each.

03. INDIAN ACCOUNTING STANDARDS

The Financial Statements for the year ended on 31^st March, 2023 have been prepared in accordance with the Companies (Indian Accounting Standard) Rules, 2015, prescribed under Section 1 33 of the Companies Act, 201 3 (''the Act'') and other recognized accounting practices and policies to the extent applicable.

04. 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.

05. 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 2022-23.

06. 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 '' 2.07 Lakhs to Reserve of the company .

07. SUBSIDIARY COMPANIES / JOINT VENTURE / ASSOCIATES

As on 31^st March, 2023, your Company has following Subsidiary / Step down Subsidiaries:

1. Maximus International Limited - Subsidiary Company

2. Maximus Global FZE - Step down Subsidiary - in Sharjah

- UAE

(Wholly owned Subsidiary of Maximus International Limited)

3. MX Africa Limited - Step down Subsidiary - in Nairobi

- Kenya

(Wholly owned Subsidiary of Maximus International Limited)

4. Maximus Lubricants LLC - Step down Subsidiary - in RAK-UAE

(Subsidiary of Maximus Global FZE)

5. 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 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

08. 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.

09. 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 1 7 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 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 Report is not mandatorily applicable to the Company for the year under review ended on 31^st March, 2023, hence not annexed with Annual Report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the Board of Directors of the Company upon recommendation of Nomination and Remuneration Committee, appointed Ms. Divya Zalani (DIN: 09429881) as an Independent Director of the Company for a term of 5 (five) consecutive years with effect from 31^st December, 2021 to 30^th December, 2026 (both days inclusive), not subject to retirement by rotation. Further, her appointment as an Independent Director was approved by the shareholders at 31^st Annual General Meeting of the Company.

During the year under review, the Board of Directors of the Company upon recommendation of Nomination and Remuneration Committee, appointed Mr. Rahil Thaker (DIN: 07907715) as an Independent Director of the Company for a term of 5 (five) consecutive years with effect from 31^st December, 2021 to 30^th December, 2026 (both days inclusive), not subject to retirement by rotation. Further, his appointment as an Independent Director was approved by the shareholders at 31^st Annual General Meeting of the Company.

Further in opinion of the Board, Ms. Divya Zalani (DIN: 09429881) and Mr. Rahil Thaker (DIN: 07907715) who were appointed as Independent Directors during the Financial Year 2022-23 are person of integrity and have the relevant expertise, experience and proficiency as required under sub-section (1) of Section 150 of the Act.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Deepak Raval (DIN: 01292764), Whole time Director of the Company, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Members'' approval is being sought at the ensuing Annual General Meeting for his re-appointment. Based on the recommendation of Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 12^th July, 2023, approved the reappointment of Mr. Deepak Raval (DIN: 01292764) as a Whole Time Director of the Company for the period of 3 (three) consecutive years w.e.f. 10^th August, 2023 to 9^th August, 2026, subject to the members approval at ensuing Annual General Meeting.

Pursuant to the provisions of Sections 149 and 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, along with Schedule IV to the Act and the SEBI Listing Regulations, Mr. Vinay Pandya (DIN: 08368828) Independent Director, was appointed at the 28^th AGM of the members held on 30^th September, 2019, to hold office for a term of 5 (five) consecutive years with effect from 20^th February, 2019 to 19^th February, 2024 not liable to retire by rotation, on the Board of your Company. Thus, the current term of Mr. Vinay Pandya as an Independent Director of the Company ends on 19^th February, 2024.

Considering his skills, background, experience, integrity, knowledge, expertise, and contributions made over last four years as an Independent Director of the Company and based

on his performance evaluation, the Board believes that his continued association as an Independent Director would be of immense benefit to the Company. Accordingly, the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee, reappointed Mr. Vinay Pandya as an Independent Director of the Company for the second consecutive term of 5 (five) years,

i.e., from 20^th February, 2024 to 19^th February, 2029 (both days inclusive) subject to the approval of members through Special Resolution at the ensuing AGM.

Mr. Deepak Raval, demitted his office as the Company Secretary and Compliance Officer with effect from the close of business hours of 25^th May, 2023. The Board placed on record its appreciation for the valuable contribution and service rendered by Mr. Deepak Raval during his association with the Company.

Ms. Divya Prajapati was appointed as Company Secretary and Compliance Officer of the Company with effect from 26^th May, 2023. The Board of Directors, on the recommendation of the NRC at its meeting held on 25^th May, 2023 respectively, has approved the appointment of Ms. Divya Prajapati as Company Secretary and Compliance Officer of the company. In the opinion of the Board, she possesses the requisite qualification, expertise and experience.

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, 2023:

• Mr. Deepak Raval - Whole time Director & CS

• Mr. Milind Joshi - Chief Financial Officer

During the Financial Year 2022-23, there were no changes to the Key Managerial Personnel of the Company.

12. MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES

The Board met 7 (seven) times during the Financial Year 202223, 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 and Remuneration Committee and Stakeholders Relationship Committee and meetings of those 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 held any equity shares of your Company during the Financial Year ended 31^st March, 2023.

None of the Directors had 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 and 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 Company''s internal financial controls were adequate and effective during Financial Year 2022-23.

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, 2023, 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, 2023 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 and 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 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 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 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. REPORTING OF FRAUDS

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.

21. 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".

22. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of your Company.

23. DEPOSITS

During the year, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014.

24. 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.

25. 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.

26. 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.

27. AUDITORS

27.1 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 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 31^st March, 2023 are self- explanatory and are devoid of any reservation, qualification or adverse remarks.

27.2 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 30^th May, 2022 had appointed Mr. Hemang M. Mehta, Proprietor of M/s. H. M. Mehta & Associates, Practicing Company Secretaries (COP No. 2554), to conduct Secretarial Audit for the Financial Year 2022-23.

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 2022-23 does not contain any qualification, reservation or adverse remark.

ANNUAL SECRETARIAL COMPLIANCE REPORT The Company has undertaken an audit for the Financial Year 2022-23 for all the applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder and the same was obtained from Mr. Hemang M. Mehta, Proprietor of M/s. H. M. Mehta & Associates, Practicing Company Secretaries, Vadodara, Gujarat.

The Annual Secretarial Compliance Report for financial year 2022-23 was submitted to the Stock Exchange as per the timelines prescribed under Listing Regulations.

27.3 INTERNAL AUDITOR

M/s. DVG & Associates, Chartered Accountants, Vadodara (Firm Registration No: 130882W) has been appointed as Internal Auditors for Financial Year 2022-23 under Section 138 of the Act read with the Rule 13 of the Companies (Accounts) Rules, 2014.

28. 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.

29. 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.

30. 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.

31. CHANGES IN SHARE CAPITAL

As on 31^st March, 2023, the authorised share capital of the Company was '' 7,50,00,000 /- comprising of 75,00,000 Equity Shares of '' 10/- each.

During the year, your Company allotted 19,00,000 convertible equity warrants on preferential basis to strategic investors not forming part of the Promoter or Promoter Group entity of '' 10/- each at an issue price of '' 43/- per share including a premium of '' 33/- per share, as a result of which, the paid-up share capital of the Company as on 31^st March, 2023 stood increased to '' 7,47,23,000 dividend into 74,72,300 equity shares of face value of '' 10/- each.

Utilization of funds raised through issue of Equity Shares:

The sum of '' 8,17,00,000/- raised during the year 2022-23 through issue of convertible equity warrants on preferential basis has been fully utilized for the purpose for which it was raised and there has been no deviation or variation in utilization of this sum.

During the year under review, the Company has not issued any:

(a) shares with differential rights as to dividend, voting or otherwise.

(b) sweat equity shares.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions of Section 1 35 of the Act relating to the Corporate Social Responsibility initiatives are not applicable to the Company.

33. 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.

34. 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 the 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.

35. 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 2022-23:

Sr. No.	Particulars	Number
1	No. of complaints received	NIL
2	No. of complaints disposed of	NA
3	No. of cases pending for more than 90 days	NIL

36. 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.

37. 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.

38. 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.

39. LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the BSE Limited (BSE).

40. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 32^nd Annual General Meeting of the Company including the Annual Report for Financial Year 2022-23 are being sent to all Members whose e-mail addresses are registered with the Company/ Depository Participant(s).

41. 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/-

Deepak Raval

Date: 14.08.2023 Chairman & Whole time Director

Place: Vadodara DIN: 01292764

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

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Mar 31, 2023

The Directors are pleased to present to you the 32^nd 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, 2023.

01. FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year ended on 31^st March, 2023, on a Standalone and Consolidated basis, is summarized below:

Particulars	Standalone basis		Consolidated basis
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	63.38	106.36	10,028.72	7,002.92
Total Revenue From Operations	63.38	106.36	10,028.72	7,002.92
Other Income	0.06	0.65	153.15	144.82
Total Income	63.44	107.01	10,181.87	7,147.73
Finance Cost	6.89	10.07	162.01	138.70
Fees and Commission Expense		0.28		0.28
Cost of Material Consumed			6,515.36	4,975.43
Purchase of Stock in trade			1,662.10	388.70
Purchase of Shares
Changes in inventories to finished goods, stock in trade and Work-in-progress		58.05	(78.78)	93.79
Employee benefits expenses	30.38	28.42	446.44	416.55
Depreciation, amortization and impairment		0.01	126.91	123.93
Other expenses	15.53	15.01	546.81	499.94
Total expenses	52.80	111.84	9,380.85	6,637.31
Profit /(Loss) before Tax	10.65	(4.83)	801.03	510.42
Less: Tax Expenses
Current Tax	1.93		66.91	55.65
Deferred Tax	(1.62)	(1.20)	0.76	(7.13)
Income Tax Earlier Years
Excess or short provision of earlier years			(5.75)	(0.81)
Profit after tax for the Period	10.34	(3.63)	739.10	462.72
Total other Comprehensive income			49.71	68.60
Total Comprehensive income / (loss) for the Period	10.34	(3.63)	788.81	531.32

02. RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS Operational Highlights:

The Company is engaged in the business of Loan and investment. 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.

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 has 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 '' 63.38 Lakhs as against '' 106.36 Lakhs in the previous year.

Net profit for the current year is '' 10.34 Lakhs as against loss of '' 3.63 Lakhs in the previous year.

Earnings per share stood at '' 0.17 on face value of '' 10 each. Consolidated Financial Performance:

Total revenue from operations on a consolidated basis for the current year is '' 10,028.72 Lakhs as against '' 7002.92 Lakhs in the previous year.

Net Profit for the current year is '' 739.10 Lakhs as against '' 462.72 Lakhs in the previous year.

Earnings per share stood at '' 7.53 on face value of '' 10 each.

03. INDIAN ACCOUNTING STANDARDS

The Financial Statements for the year ended on 31^st March, 2023 have been prepared in accordance with the Companies (Indian Accounting Standard) Rules, 2015, prescribed under Section 1 33 of the Companies Act, 201 3 (''the Act'') and other recognized accounting practices and policies to the extent applicable.

04. 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.

05. 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 2022-23.

06. 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 '' 2.07 Lakhs to Reserve of the company .

07. SUBSIDIARY COMPANIES / JOINT VENTURE / ASSOCIATES

As on 31^st March, 2023, your Company has following Subsidiary / Step down Subsidiaries:

1. Maximus International Limited - Subsidiary Company

2. Maximus Global FZE - Step down Subsidiary - in Sharjah

- UAE

(Wholly owned Subsidiary of Maximus International Limited)

3. MX Africa Limited - Step down Subsidiary - in Nairobi

- Kenya

(Wholly owned Subsidiary of Maximus International Limited)

4. Maximus Lubricants LLC - Step down Subsidiary - in RAK-UAE

(Subsidiary of Maximus Global FZE)

5. 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 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

08. 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.

09. 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 1 7 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 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 Report is not mandatorily applicable to the Company for the year under review ended on 31^st March, 2023, hence not annexed with Annual Report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the Board of Directors of the Company upon recommendation of Nomination and Remuneration Committee, appointed Ms. Divya Zalani (DIN: 09429881) as an Independent Director of the Company for a term of 5 (five) consecutive years with effect from 31^st December, 2021 to 30^th December, 2026 (both days inclusive), not subject to retirement by rotation. Further, her appointment as an Independent Director was approved by the shareholders at 31^st Annual General Meeting of the Company.

During the year under review, the Board of Directors of the Company upon recommendation of Nomination and Remuneration Committee, appointed Mr. Rahil Thaker (DIN: 07907715) as an Independent Director of the Company for a term of 5 (five) consecutive years with effect from 31^st December, 2021 to 30^th December, 2026 (both days inclusive), not subject to retirement by rotation. Further, his appointment as an Independent Director was approved by the shareholders at 31^st Annual General Meeting of the Company.

Further in opinion of the Board, Ms. Divya Zalani (DIN: 09429881) and Mr. Rahil Thaker (DIN: 07907715) who were appointed as Independent Directors during the Financial Year 2022-23 are person of integrity and have the relevant expertise, experience and proficiency as required under sub-section (1) of Section 150 of the Act.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Deepak Raval (DIN: 01292764), Whole time Director of the Company, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Members'' approval is being sought at the ensuing Annual General Meeting for his re-appointment. Based on the recommendation of Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 12^th July, 2023, approved the reappointment of Mr. Deepak Raval (DIN: 01292764) as a Whole Time Director of the Company for the period of 3 (three) consecutive years w.e.f. 10^th August, 2023 to 9^th August, 2026, subject to the members approval at ensuing Annual General Meeting.

Pursuant to the provisions of Sections 149 and 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, along with Schedule IV to the Act and the SEBI Listing Regulations, Mr. Vinay Pandya (DIN: 08368828) Independent Director, was appointed at the 28^th AGM of the members held on 30^th September, 2019, to hold office for a term of 5 (five) consecutive years with effect from 20^th February, 2019 to 19^th February, 2024 not liable to retire by rotation, on the Board of your Company. Thus, the current term of Mr. Vinay Pandya as an Independent Director of the Company ends on 19^th February, 2024.

Considering his skills, background, experience, integrity, knowledge, expertise, and contributions made over last four years as an Independent Director of the Company and based

on his performance evaluation, the Board believes that his continued association as an Independent Director would be of immense benefit to the Company. Accordingly, the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee, reappointed Mr. Vinay Pandya as an Independent Director of the Company for the second consecutive term of 5 (five) years,

i.e., from 20^th February, 2024 to 19^th February, 2029 (both days inclusive) subject to the approval of members through Special Resolution at the ensuing AGM.

Mr. Deepak Raval, demitted his office as the Company Secretary and Compliance Officer with effect from the close of business hours of 25^th May, 2023. The Board placed on record its appreciation for the valuable contribution and service rendered by Mr. Deepak Raval during his association with the Company.

Ms. Divya Prajapati was appointed as Company Secretary and Compliance Officer of the Company with effect from 26^th May, 2023. The Board of Directors, on the recommendation of the NRC at its meeting held on 25^th May, 2023 respectively, has approved the appointment of Ms. Divya Prajapati as Company Secretary and Compliance Officer of the company. In the opinion of the Board, she possesses the requisite qualification, expertise and experience.

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, 2023:

• Mr. Deepak Raval - Whole time Director & CS

• Mr. Milind Joshi - Chief Financial Officer

During the Financial Year 2022-23, there were no changes to the Key Managerial Personnel of the Company.

12. MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES

The Board met 7 (seven) times during the Financial Year 202223, 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 and Remuneration Committee and Stakeholders Relationship Committee and meetings of those 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 held any equity shares of your Company during the Financial Year ended 31^st March, 2023.

None of the Directors had 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 and 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 Company''s internal financial controls were adequate and effective during Financial Year 2022-23.

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, 2023, 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, 2023 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 and 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 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 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 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. REPORTING OF FRAUDS

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.

21. 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".

22. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of your Company.

23. DEPOSITS

During the year, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014.

24. 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.

25. 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.

26. 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.

27. AUDITORS

27.1 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 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 31^st March, 2023 are self- explanatory and are devoid of any reservation, qualification or adverse remarks.

27.2 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 30^th May, 2022 had appointed Mr. Hemang M. Mehta, Proprietor of M/s. H. M. Mehta & Associates, Practicing Company Secretaries (COP No. 2554), to conduct Secretarial Audit for the Financial Year 2022-23.

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 2022-23 does not contain any qualification, reservation or adverse remark.

ANNUAL SECRETARIAL COMPLIANCE REPORT The Company has undertaken an audit for the Financial Year 2022-23 for all the applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder and the same was obtained from Mr. Hemang M. Mehta, Proprietor of M/s. H. M. Mehta & Associates, Practicing Company Secretaries, Vadodara, Gujarat.

The Annual Secretarial Compliance Report for financial year 2022-23 was submitted to the Stock Exchange as per the timelines prescribed under Listing Regulations.

27.3 INTERNAL AUDITOR

M/s. DVG & Associates, Chartered Accountants, Vadodara (Firm Registration No: 130882W) has been appointed as Internal Auditors for Financial Year 2022-23 under Section 138 of the Act read with the Rule 13 of the Companies (Accounts) Rules, 2014.

28. 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.

29. 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.

30. 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.

31. CHANGES IN SHARE CAPITAL

As on 31^st March, 2023, the authorised share capital of the Company was '' 7,50,00,000 /- comprising of 75,00,000 Equity Shares of '' 10/- each.

During the year, your Company allotted 19,00,000 convertible equity warrants on preferential basis to strategic investors not forming part of the Promoter or Promoter Group entity of '' 10/- each at an issue price of '' 43/- per share including a premium of '' 33/- per share, as a result of which, the paid-up share capital of the Company as on 31^st March, 2023 stood increased to '' 7,47,23,000 dividend into 74,72,300 equity shares of face value of '' 10/- each.

Utilization of funds raised through issue of Equity Shares:

The sum of '' 8,17,00,000/- raised during the year 2022-23 through issue of convertible equity warrants on preferential basis has been fully utilized for the purpose for which it was raised and there has been no deviation or variation in utilization of this sum.

During the year under review, the Company has not issued any:

(a) shares with differential rights as to dividend, voting or otherwise.

(b) sweat equity shares.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions of Section 1 35 of the Act relating to the Corporate Social Responsibility initiatives are not applicable to the Company.

33. 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.

34. 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 the 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.

35. 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 2022-23:

Sr. No.	Particulars	Number
1	No. of complaints received	NIL
2	No. of complaints disposed of	NA
3	No. of cases pending for more than 90 days	NIL

36. 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.

37. 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.

38. 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.

39. LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the BSE Limited (BSE).

40. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 32^nd Annual General Meeting of the Company including the Annual Report for Financial Year 2022-23 are being sent to all Members whose e-mail addresses are registered with the Company/ Depository Participant(s).

41. 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/-

Deepak Raval

Date: 14.08.2023 Chairman & Whole time Director

Place: Vadodara DIN: 01292764

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

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Mar 31, 2023

The Directors are pleased to present to you the 32^nd 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, 2023.

01. FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year ended on 31^st March, 2023, on a Standalone and Consolidated basis, is summarized below:

Particulars	Standalone basis		Consolidated basis
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	63.38	106.36	10,028.72	7,002.92
Total Revenue From Operations	63.38	106.36	10,028.72	7,002.92
Other Income	0.06	0.65	153.15	144.82
Total Income	63.44	107.01	10,181.87	7,147.73
Finance Cost	6.89	10.07	162.01	138.70
Fees and Commission Expense		0.28		0.28
Cost of Material Consumed			6,515.36	4,975.43
Purchase of Stock in trade			1,662.10	388.70
Purchase of Shares
Changes in inventories to finished goods, stock in trade and Work-in-progress		58.05	(78.78)	93.79
Employee benefits expenses	30.38	28.42	446.44	416.55
Depreciation, amortization and impairment		0.01	126.91	123.93
Other expenses	15.53	15.01	546.81	499.94
Total expenses	52.80	111.84	9,380.85	6,637.31
Profit /(Loss) before Tax	10.65	(4.83)	801.03	510.42
Less: Tax Expenses
Current Tax	1.93		66.91	55.65
Deferred Tax	(1.62)	(1.20)	0.76	(7.13)
Income Tax Earlier Years
Excess or short provision of earlier years			(5.75)	(0.81)
Profit after tax for the Period	10.34	(3.63)	739.10	462.72
Total other Comprehensive income			49.71	68.60
Total Comprehensive income / (loss) for the Period	10.34	(3.63)	788.81	531.32

02. RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS Operational Highlights:

The Company is engaged in the business of Loan and investment. 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.

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 has 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 '' 63.38 Lakhs as against '' 106.36 Lakhs in the previous year.

Net profit for the current year is '' 10.34 Lakhs as against loss of '' 3.63 Lakhs in the previous year.

Earnings per share stood at '' 0.17 on face value of '' 10 each. Consolidated Financial Performance:

Total revenue from operations on a consolidated basis for the current year is '' 10,028.72 Lakhs as against '' 7002.92 Lakhs in the previous year.

Net Profit for the current year is '' 739.10 Lakhs as against '' 462.72 Lakhs in the previous year.

Earnings per share stood at '' 7.53 on face value of '' 10 each.

03. INDIAN ACCOUNTING STANDARDS

The Financial Statements for the year ended on 31^st March, 2023 have been prepared in accordance with the Companies (Indian Accounting Standard) Rules, 2015, prescribed under Section 1 33 of the Companies Act, 201 3 (''the Act'') and other recognized accounting practices and policies to the extent applicable.

04. 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.

05. 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 2022-23.

06. 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 '' 2.07 Lakhs to Reserve of the company .

07. SUBSIDIARY COMPANIES / JOINT VENTURE / ASSOCIATES

As on 31^st March, 2023, your Company has following Subsidiary / Step down Subsidiaries:

1. Maximus International Limited - Subsidiary Company

2. Maximus Global FZE - Step down Subsidiary - in Sharjah

- UAE

(Wholly owned Subsidiary of Maximus International Limited)

3. MX Africa Limited - Step down Subsidiary - in Nairobi

- Kenya

(Wholly owned Subsidiary of Maximus International Limited)

4. Maximus Lubricants LLC - Step down Subsidiary - in RAK-UAE

(Subsidiary of Maximus Global FZE)

5. 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 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

08. 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.

09. 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 1 7 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 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 Report is not mandatorily applicable to the Company for the year under review ended on 31^st March, 2023, hence not annexed with Annual Report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the Board of Directors of the Company upon recommendation of Nomination and Remuneration Committee, appointed Ms. Divya Zalani (DIN: 09429881) as an Independent Director of the Company for a term of 5 (five) consecutive years with effect from 31^st December, 2021 to 30^th December, 2026 (both days inclusive), not subject to retirement by rotation. Further, her appointment as an Independent Director was approved by the shareholders at 31^st Annual General Meeting of the Company.

During the year under review, the Board of Directors of the Company upon recommendation of Nomination and Remuneration Committee, appointed Mr. Rahil Thaker (DIN: 07907715) as an Independent Director of the Company for a term of 5 (five) consecutive years with effect from 31^st December, 2021 to 30^th December, 2026 (both days inclusive), not subject to retirement by rotation. Further, his appointment as an Independent Director was approved by the shareholders at 31^st Annual General Meeting of the Company.

Further in opinion of the Board, Ms. Divya Zalani (DIN: 09429881) and Mr. Rahil Thaker (DIN: 07907715) who were appointed as Independent Directors during the Financial Year 2022-23 are person of integrity and have the relevant expertise, experience and proficiency as required under sub-section (1) of Section 150 of the Act.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Deepak Raval (DIN: 01292764), Whole time Director of the Company, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Members'' approval is being sought at the ensuing Annual General Meeting for his re-appointment. Based on the recommendation of Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 12^th July, 2023, approved the reappointment of Mr. Deepak Raval (DIN: 01292764) as a Whole Time Director of the Company for the period of 3 (three) consecutive years w.e.f. 10^th August, 2023 to 9^th August, 2026, subject to the members approval at ensuing Annual General Meeting.

Pursuant to the provisions of Sections 149 and 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, along with Schedule IV to the Act and the SEBI Listing Regulations, Mr. Vinay Pandya (DIN: 08368828) Independent Director, was appointed at the 28^th AGM of the members held on 30^th September, 2019, to hold office for a term of 5 (five) consecutive years with effect from 20^th February, 2019 to 19^th February, 2024 not liable to retire by rotation, on the Board of your Company. Thus, the current term of Mr. Vinay Pandya as an Independent Director of the Company ends on 19^th February, 2024.

Considering his skills, background, experience, integrity, knowledge, expertise, and contributions made over last four years as an Independent Director of the Company and based

on his performance evaluation, the Board believes that his continued association as an Independent Director would be of immense benefit to the Company. Accordingly, the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee, reappointed Mr. Vinay Pandya as an Independent Director of the Company for the second consecutive term of 5 (five) years,

i.e., from 20^th February, 2024 to 19^th February, 2029 (both days inclusive) subject to the approval of members through Special Resolution at the ensuing AGM.

Mr. Deepak Raval, demitted his office as the Company Secretary and Compliance Officer with effect from the close of business hours of 25^th May, 2023. The Board placed on record its appreciation for the valuable contribution and service rendered by Mr. Deepak Raval during his association with the Company.

Ms. Divya Prajapati was appointed as Company Secretary and Compliance Officer of the Company with effect from 26^th May, 2023. The Board of Directors, on the recommendation of the NRC at its meeting held on 25^th May, 2023 respectively, has approved the appointment of Ms. Divya Prajapati as Company Secretary and Compliance Officer of the company. In the opinion of the Board, she possesses the requisite qualification, expertise and experience.

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, 2023:

• Mr. Deepak Raval - Whole time Director & CS

• Mr. Milind Joshi - Chief Financial Officer

During the Financial Year 2022-23, there were no changes to the Key Managerial Personnel of the Company.

12. MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES

The Board met 7 (seven) times during the Financial Year 202223, 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 and Remuneration Committee and Stakeholders Relationship Committee and meetings of those 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 held any equity shares of your Company during the Financial Year ended 31^st March, 2023.

None of the Directors had 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 and 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 Company''s internal financial controls were adequate and effective during Financial Year 2022-23.

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, 2023, 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, 2023 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 and 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 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 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 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. REPORTING OF FRAUDS

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.

21. 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".

22. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of your Company.

23. DEPOSITS

During the year, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014.

24. 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.

25. 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.

26. 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.

27. AUDITORS

27.1 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 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 31^st March, 2023 are self- explanatory and are devoid of any reservation, qualification or adverse remarks.

27.2 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 30^th May, 2022 had appointed Mr. Hemang M. Mehta, Proprietor of M/s. H. M. Mehta & Associates, Practicing Company Secretaries (COP No. 2554), to conduct Secretarial Audit for the Financial Year 2022-23.

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 2022-23 does not contain any qualification, reservation or adverse remark.

ANNUAL SECRETARIAL COMPLIANCE REPORT The Company has undertaken an audit for the Financial Year 2022-23 for all the applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder and the same was obtained from Mr. Hemang M. Mehta, Proprietor of M/s. H. M. Mehta & Associates, Practicing Company Secretaries, Vadodara, Gujarat.

The Annual Secretarial Compliance Report for financial year 2022-23 was submitted to the Stock Exchange as per the timelines prescribed under Listing Regulations.

27.3 INTERNAL AUDITOR

M/s. DVG & Associates, Chartered Accountants, Vadodara (Firm Registration No: 130882W) has been appointed as Internal Auditors for Financial Year 2022-23 under Section 138 of the Act read with the Rule 13 of the Companies (Accounts) Rules, 2014.

28. 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.

29. 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.

30. 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.

31. CHANGES IN SHARE CAPITAL

As on 31^st March, 2023, the authorised share capital of the Company was '' 7,50,00,000 /- comprising of 75,00,000 Equity Shares of '' 10/- each.

During the year, your Company allotted 19,00,000 convertible equity warrants on preferential basis to strategic investors not forming part of the Promoter or Promoter Group entity of '' 10/- each at an issue price of '' 43/- per share including a premium of '' 33/- per share, as a result of which, the paid-up share capital of the Company as on 31^st March, 2023 stood increased to '' 7,47,23,000 dividend into 74,72,300 equity shares of face value of '' 10/- each.

Utilization of funds raised through issue of Equity Shares:

The sum of '' 8,17,00,000/- raised during the year 2022-23 through issue of convertible equity warrants on preferential basis has been fully utilized for the purpose for which it was raised and there has been no deviation or variation in utilization of this sum.

During the year under review, the Company has not issued any:

(a) shares with differential rights as to dividend, voting or otherwise.

(b) sweat equity shares.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions of Section 1 35 of the Act relating to the Corporate Social Responsibility initiatives are not applicable to the Company.

33. 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.

34. 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 the 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.

35. 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 2022-23:

Sr. No.	Particulars	Number
1	No. of complaints received	NIL
2	No. of complaints disposed of	NA
3	No. of cases pending for more than 90 days	NIL

36. 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.

37. 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.

38. 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.

39. LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the BSE Limited (BSE).

40. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 32^nd Annual General Meeting of the Company including the Annual Report for Financial Year 2022-23 are being sent to all Members whose e-mail addresses are registered with the Company/ Depository Participant(s).

41. 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/-

Deepak Raval

Date: 14.08.2023 Chairman & Whole time Director

Place: Vadodara DIN: 01292764

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

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Mar 31, 2023

The Directors are pleased to present to you the 32^nd 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, 2023.

01. FINANCIAL HIGHLIGHTS

The financial performance of the Company for the year ended on 31^st March, 2023, on a Standalone and Consolidated basis, is summarized below:

Particulars	Standalone basis		Consolidated basis
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	63.38	106.36	10,028.72	7,002.92
Total Revenue From Operations	63.38	106.36	10,028.72	7,002.92
Other Income	0.06	0.65	153.15	144.82
Total Income	63.44	107.01	10,181.87	7,147.73
Finance Cost	6.89	10.07	162.01	138.70
Fees and Commission Expense		0.28		0.28
Cost of Material Consumed			6,515.36	4,975.43
Purchase of Stock in trade			1,662.10	388.70
Purchase of Shares
Changes in inventories to finished goods, stock in trade and Work-in-progress		58.05	(78.78)	93.79
Employee benefits expenses	30.38	28.42	446.44	416.55
Depreciation, amortization and impairment		0.01	126.91	123.93
Other expenses	15.53	15.01	546.81	499.94
Total expenses	52.80	111.84	9,380.85	6,637.31
Profit /(Loss) before Tax	10.65	(4.83)	801.03	510.42
Less: Tax Expenses
Current Tax	1.93		66.91	55.65
Deferred Tax	(1.62)	(1.20)	0.76	(7.13)
Income Tax Earlier Years
Excess or short provision of earlier years			(5.75)	(0.81)
Profit after tax for the Period	10.34	(3.63)	739.10	462.72
Total other Comprehensive income			49.71	68.60
Total Comprehensive income / (loss) for the Period	10.34	(3.63)	788.81	531.32

02. RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS Operational Highlights:

The Company is engaged in the business of Loan and investment. 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.

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 has 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 '' 63.38 Lakhs as against '' 106.36 Lakhs in the previous year.

Net profit for the current year is '' 10.34 Lakhs as against loss of '' 3.63 Lakhs in the previous year.

Earnings per share stood at '' 0.17 on face value of '' 10 each. Consolidated Financial Performance:

Total revenue from operations on a consolidated basis for the current year is '' 10,028.72 Lakhs as against '' 7002.92 Lakhs in the previous year.

Net Profit for the current year is '' 739.10 Lakhs as against '' 462.72 Lakhs in the previous year.

Earnings per share stood at '' 7.53 on face value of '' 10 each.

03. INDIAN ACCOUNTING STANDARDS

The Financial Statements for the year ended on 31^st March, 2023 have been prepared in accordance with the Companies (Indian Accounting Standard) Rules, 2015, prescribed under Section 1 33 of the Companies Act, 201 3 (''the Act'') and other recognized accounting practices and policies to the extent applicable.

04. 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.

05. 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 2022-23.

06. 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 '' 2.07 Lakhs to Reserve of the company .

07. SUBSIDIARY COMPANIES / JOINT VENTURE / ASSOCIATES

As on 31^st March, 2023, your Company has following Subsidiary / Step down Subsidiaries:

1. Maximus International Limited - Subsidiary Company

2. Maximus Global FZE - Step down Subsidiary - in Sharjah

- UAE

(Wholly owned Subsidiary of Maximus International Limited)

3. MX Africa Limited - Step down Subsidiary - in Nairobi

- Kenya

(Wholly owned Subsidiary of Maximus International Limited)

4. Maximus Lubricants LLC - Step down Subsidiary - in RAK-UAE

(Subsidiary of Maximus Global FZE)

5. 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 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

08. 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.

09. 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 1 7 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 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 Report is not mandatorily applicable to the Company for the year under review ended on 31^st March, 2023, hence not annexed with Annual Report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the Board of Directors of the Company upon recommendation of Nomination and Remuneration Committee, appointed Ms. Divya Zalani (DIN: 09429881) as an Independent Director of the Company for a term of 5 (five) consecutive years with effect from 31^st December, 2021 to 30^th December, 2026 (both days inclusive), not subject to retirement by rotation. Further, her appointment as an Independent Director was approved by the shareholders at 31^st Annual General Meeting of the Company.

During the year under review, the Board of Directors of the Company upon recommendation of Nomination and Remuneration Committee, appointed Mr. Rahil Thaker (DIN: 07907715) as an Independent Director of the Company for a term of 5 (five) consecutive years with effect from 31^st December, 2021 to 30^th December, 2026 (both days inclusive), not subject to retirement by rotation. Further, his appointment as an Independent Director was approved by the shareholders at 31^st Annual General Meeting of the Company.

Further in opinion of the Board, Ms. Divya Zalani (DIN: 09429881) and Mr. Rahil Thaker (DIN: 07907715) who were appointed as Independent Directors during the Financial Year 2022-23 are person of integrity and have the relevant expertise, experience and proficiency as required under sub-section (1) of Section 150 of the Act.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Deepak Raval (DIN: 01292764), Whole time Director of the Company, retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Members'' approval is being sought at the ensuing Annual General Meeting for his re-appointment. Based on the recommendation of Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 12^th July, 2023, approved the reappointment of Mr. Deepak Raval (DIN: 01292764) as a Whole Time Director of the Company for the period of 3 (three) consecutive years w.e.f. 10^th August, 2023 to 9^th August, 2026, subject to the members approval at ensuing Annual General Meeting.

Pursuant to the provisions of Sections 149 and 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, along with Schedule IV to the Act and the SEBI Listing Regulations, Mr. Vinay Pandya (DIN: 08368828) Independent Director, was appointed at the 28^th AGM of the members held on 30^th September, 2019, to hold office for a term of 5 (five) consecutive years with effect from 20^th February, 2019 to 19^th February, 2024 not liable to retire by rotation, on the Board of your Company. Thus, the current term of Mr. Vinay Pandya as an Independent Director of the Company ends on 19^th February, 2024.

Considering his skills, background, experience, integrity, knowledge, expertise, and contributions made over last four years as an Independent Director of the Company and based

on his performance evaluation, the Board believes that his continued association as an Independent Director would be of immense benefit to the Company. Accordingly, the Board of Directors of the Company based on the recommendation of the Nomination and Remuneration Committee, reappointed Mr. Vinay Pandya as an Independent Director of the Company for the second consecutive term of 5 (five) years,

i.e., from 20^th February, 2024 to 19^th February, 2029 (both days inclusive) subject to the approval of members through Special Resolution at the ensuing AGM.

Mr. Deepak Raval, demitted his office as the Company Secretary and Compliance Officer with effect from the close of business hours of 25^th May, 2023. The Board placed on record its appreciation for the valuable contribution and service rendered by Mr. Deepak Raval during his association with the Company.

Ms. Divya Prajapati was appointed as Company Secretary and Compliance Officer of the Company with effect from 26^th May, 2023. The Board of Directors, on the recommendation of the NRC at its meeting held on 25^th May, 2023 respectively, has approved the appointment of Ms. Divya Prajapati as Company Secretary and Compliance Officer of the company. In the opinion of the Board, she possesses the requisite qualification, expertise and experience.

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, 2023:

• Mr. Deepak Raval - Whole time Director & CS

• Mr. Milind Joshi - Chief Financial Officer

During the Financial Year 2022-23, there were no changes to the Key Managerial Personnel of the Company.

12. MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES

The Board met 7 (seven) times during the Financial Year 202223, 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 and Remuneration Committee and Stakeholders Relationship Committee and meetings of those 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 held any equity shares of your Company during the Financial Year ended 31^st March, 2023.

None of the Directors had 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 and 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 Company''s internal financial controls were adequate and effective during Financial Year 2022-23.

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, 2023, 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, 2023 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 and 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 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 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 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. REPORTING OF FRAUDS

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.

21. 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".

22. CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of your Company.

23. DEPOSITS

During the year, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Act read together with the Companies (Acceptance of Deposits) Rules, 2014.

24. 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.

25. 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.

26. 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.

27. AUDITORS

27.1 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 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 31^st March, 2023 are self- explanatory and are devoid of any reservation, qualification or adverse remarks.

27.2 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 30^th May, 2022 had appointed Mr. Hemang M. Mehta, Proprietor of M/s. H. M. Mehta & Associates, Practicing Company Secretaries (COP No. 2554), to conduct Secretarial Audit for the Financial Year 2022-23.

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 2022-23 does not contain any qualification, reservation or adverse remark.

ANNUAL SECRETARIAL COMPLIANCE REPORT The Company has undertaken an audit for the Financial Year 2022-23 for all the applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder and the same was obtained from Mr. Hemang M. Mehta, Proprietor of M/s. H. M. Mehta & Associates, Practicing Company Secretaries, Vadodara, Gujarat.

The Annual Secretarial Compliance Report for financial year 2022-23 was submitted to the Stock Exchange as per the timelines prescribed under Listing Regulations.

27.3 INTERNAL AUDITOR

M/s. DVG & Associates, Chartered Accountants, Vadodara (Firm Registration No: 130882W) has been appointed as Internal Auditors for Financial Year 2022-23 under Section 138 of the Act read with the Rule 13 of the Companies (Accounts) Rules, 2014.

28. 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.

29. 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.

30. 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.

31. CHANGES IN SHARE CAPITAL

As on 31^st March, 2023, the authorised share capital of the Company was '' 7,50,00,000 /- comprising of 75,00,000 Equity Shares of '' 10/- each.

During the year, your Company allotted 19,00,000 convertible equity warrants on preferential basis to strategic investors not forming part of the Promoter or Promoter Group entity of '' 10/- each at an issue price of '' 43/- per share including a premium of '' 33/- per share, as a result of which, the paid-up share capital of the Company as on 31^st March, 2023 stood increased to '' 7,47,23,000 dividend into 74,72,300 equity shares of face value of '' 10/- each.

Utilization of funds raised through issue of Equity Shares:

The sum of '' 8,17,00,000/- raised during the year 2022-23 through issue of convertible equity warrants on preferential basis has been fully utilized for the purpose for which it was raised and there has been no deviation or variation in utilization of this sum.

During the year under review, the Company has not issued any:

(a) shares with differential rights as to dividend, voting or otherwise.

(b) sweat equity shares.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions of Section 1 35 of the Act relating to the Corporate Social Responsibility initiatives are not applicable to the Company.

33. 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.

34. 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 the 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.

35. 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 2022-23:

Sr. No.	Particulars	Number
1	No. of complaints received	NIL
2	No. of complaints disposed of	NA
3	No. of cases pending for more than 90 days	NIL

36. 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.

37. 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.

38. 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.

39. LISTING OF EQUITY SHARES

The equity shares of the Company are listed on the BSE Limited (BSE).

40. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 32^nd Annual General Meeting of the Company including the Annual Report for Financial Year 2022-23 are being sent to all Members whose e-mail addresses are registered with the Company/ Depository Participant(s).

41. 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/-

Deepak Raval

Date: 14.08.2023 Chairman & Whole time Director

Place: Vadodara DIN: 01292764

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

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Mar 31, 2023

Your Directors have pleasure in presenting the Fifty Seventh Annual Report together with the Stand alone and Consolidated Audited Financial Statements of the Company for the financial year ended 31st March, 2023.

1. FINANCIAL RESULTS (Stand-alone):
	2022-2023	2021-2022
	Rs.in Lakhs	Rs.in Lakhs
Net Sales including Trading and Operating Income	82689.75	59911.37
Other Income	1780.66	2838.06
Cash Profit/(Loss) before Extraordinary Items and Taxes	14582.32	11397.11
Profit/(Loss) before Tax	11280.12	8424.44
Provision for Taxation
Current:
(i) Current Tax	2980.00	1925.00
(ii) Deferred Tax (Asset) / Liability	(40.22)	52.17
(iii) Tax adjustment for earlier years	(7.68)	93.15
Profit/(Loss) after Tax	8348.02	6540.42
Balance brought forward from Previous Year	29051.73	22909.10
Amount available for appropriation	36159.86	29051.73

Note: Previous year figures have been regrouped / rearranged wherever necessary.

2. DIVIDEND

Your Directors have recommended a Dividend of Rs.27.50/- (i.e.275%) per equity shares of Rs.10/- each on the Equity Share Capital of Rs.558.56 Lakhs for the year ended 31st March, 2023 (previous year Dividend 225% i.e. Rs.22.5/- per share).

The dividend will be paid after approval of shareholders, to the members whose names appear on the Register of Members as on 21st August, 2023, in case of physical shareholding and, in respect of shares in dematerialised form, it will be paid to members whose names are furnished by the National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. The Company has a Dividend Distribution Policy, approved by the Board of Directors of the Company. The said policy is available at https://www.transpek.com/wp-content/uploads/2021/07/Dividend-Distribution-Policy-1.pdf.

3. RESULTS OF OPERATIONS AND THE STATE OF THE COMPANY’S AFFAIRS

The net sale of the Company for the year under review is Rs.82564.97 Lakhs as compared to Rs.59667.42 Lakhs in the previous year, an increase of 38.38%. Export sales have increased to Rs.71567.11 Lakhs from Rs.45274.95 Lakhs in the previous year i.e. an increase of 36.73%. Domestic sales have decreased to Rs.10997.86 Lakhs from Rs.14392.46 Lakhs in the previous year i.e. a decrease of 23.59%. The Company has achieved a net profit of Rs.8348.02 Lakhs for the year 2022-2023 as against Rs.6540.42 lakhs in the previous year, i.e. an increase of27.64%.

4. OUTLOOK

Details on the outlook are given in the Management Discussion and Analysis Report.

5. QUALITY- ENVIRONMENT. HEALTH AND SAFETY MANAGEMENT SYSTEMS

The Company is accredited with Quality - Environment - Occupational Health & Safety and Energy Management systems, QMS ISO 9001:2015, EMS ISO 14001:2015, OHSMS ISO 45001:2018 and EnMS ISO 50001:2018, and TUV - Sud is the Certification agency.

The Company is committed to ensure protection of the environment and maintenance of biodiversity.

The Company continues taking several initiatives to achieve this goal. The Company places a strong emphasis on ensuring occupational health and safety of the employees and surrounding population and has very effective safety management systems in place. The Company is taking many steps towards carbon emission reduction through energy conservation and using renewable energy source.

The Company is a member of the Indian Chemical Council and has taken many steps to implement ‘Responsible Care’, a globally recognized Chemical Industry initiative. Presently, the Company is a signatory to ‘Responsible Care’.

As a part of the Corporate Social Responsibility and Sustainable development, in addition to the other initiatives, the Company has continued membership with EcoVadis, and achieved Silver rating in EcoVadis audit.

6. SUBSIDIARY COMPANY

Transpek Creative Chemistry Private Limited

Transpek Creative Chemistry Private Limited (TCCPL) is a wholly owned subsidiary of the Company which was incorporated on 6th January, 2020 with the objective of pursuing various business opportunities.

TCCPL’s financial statements are consolidated with the Company’s financial statements.

7. DISCLOSURE UNDER THE COMPANIES ACT, 2013

Information given below is pursuant to various disclosure requirements prescribed under the Companies Act, 2013 (hereinafter ‘the Act’), the rules thereunder and as per the Secretarial Standard IV on the Report of the Board of Directors, to the extent applicable to the Company and is in addition to those included in appropriate places in the Corporate Governance Report as prescribed under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 [hereinafter ''SEBI LODR Regulations''] forming part of the Annual Report.

a) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 and under Part - I Disclosures of Secretarial Standard IV is annexed to this report as ‘Annexure - I’.

b) WEB ADDRESS WHERE ANNUAL RETURN REFERRED TO IN SUB-SECTION (3) OF SECTION 92 HAS BEEN PLACED

The Annual Return in form no. MGT - 7 as per Section 134 (3) (a) of the Act read with Rule 8 of Companies (Accounts) Rules, 2014 and Rule 12 of Companies (Management and Administration) Rules, 2014 is available at https://www.transpek.com/wp-content/uploads/2023/02/Annual-Return-as-filed-with-MCA-MGT-7-21-22-1.pdf.

c) REMUNERATION POLICY AND INFORMATION REGARDING REMUNERATION

Particulars of the Company’s Remuneration Policy and information pursuant to Rule 5 (1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as ‘Annexure-II’. A copy of Policy is placed on the website of the Company https://www.transpek.com/wp-content/uploads/2022/05/Nomination-and-Remuneration-Policv.pdf

d) CRITERIA FOR APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Nomination and Remuneration Committee shall consider the following aspects and traits for selecting a person for Directorship:

o Qualifications

o Age

o Expertise and Experience

o Understanding of Governance and Management Practices

o Independence

The Nomination and Remuneration Committee shall consider the following aspects and traits for selecting a person for appointment in Key Managerial position and other Senior Management positions:

o Qualifications

o Age

o Experience and Competence o Industry background o Managerial and Leadership abilities

A copy of the Policy is placed on the website of the Company. The link of the said policy is mentioned at point 7 (c).

e) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, your Company has not directly or indirectly -

(i) given any loan to any person or other body corporate other than usual advances envisaged in a contract for supply of materials or equipment or job work, if any;

(ii) given any guarantee or provided security in connection with a loan to any other body corporate or person; and

(iii) acquired by way of subscription, purchase or otherwise, the securities of any other body corporate.

f) RELATED PARTY TRANSACTIONS

During the year under review, all the Related Party Transactions of repetitive nature were in the ordinary course of business and on an arm’s length basis. Those transactions were placed before the Audit Committee of Directors for prior approval in the form of omnibus approval as provided in SEBI LODR Regulations.

Apart from these, the Company has carried out transactions with the following related parties as per the contracts approved by the Audit Committee and Board of Directors of the Company as required under the Act and the SEBI LODR Regulations:

• continued the arrangement with M/s. TML Industries Limited (‘TML’) for manufacture of the Company’s product on job-work basis at TML’s factory premises situated at Village: Piludra, Dist: Bharuch and Village: Karakhadi, Dist: Vadodara;

• receipt of lease rent for leasing of the Company’s capital assets to TML pursuant to Lease Agreement;

• Payment of Commission on Sales to M/s. Anshul Life Science as a Distributor of the Company’s products;

• Supply agreement between the Company and Silox India Private Limited (‘SIPL’) for supply of Oleum 65% and Sulphur Dioxide; and

• Sale of scrap to M/s. Mobitrash Recycle Ventures Private Limited.

None of the above transactions were materially related in nature and hence prior approval of the shareholders of the Company was not required to be obtained.

The Company has also granted financial assistance to Shroff Foundation Trust, Baroda Citizens Council, Shrujan LLDC, Shroffs Family Charitable Trust and Vivekanand Research Training Institute for carrying out charitable activities.

Details relating to these transactions have been given in ‘Annexure - III’ to this report in the prescribed form AOC - 2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act read with Rule 8 (2) of the Companies (Accounts) Rules, 2014.

The policy on materiality of related party transactions etc., as approved by the Board is placed on the Company’s website on the link: https://www.transpek.com/wp-content/uploads/2022/04/Policv-on-Related-Party-Transactions.pdf.

Your Directors draw attention of the members to Note no. 43 to the financial statement which sets out related party disclosures.

g) RISK MANAGEMENT

The Company has formulated a policy to identify and evaluate business risks and opportunities in compliance with the provisions of Section 134 (3) (n) of the Act. This policy framework ensures transparency, minimizes adverse impact on the business objectives and enhances the Company’s competitive advantage.

On the basis of ISO: 31000 standard, the Company has adopted the Risk Management Procedures and has also put a mechanism in place for managing risk factors in technical and commercial areas. During the year under review, your Company has identified critical risks of the Company which the Committee periodically review and suggest mitigating measures.

Details of terms of reference of the Risk Management Committee and composition of the Committee is given in the Corporate Governance Report.

Also, a brief analysis of the Company’s Opportunities and Threats are given in Management Discussion and Analysis Report.

h) EVALUATION OF THE PERFORMANCE OF THE BOARD. COMMITTEES OF DIRECTORS AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of Sections 134 (3) (p) and 178 of the Act, Rule 8 (4) of the Companies (Accounts) Rules, 2014 and Regulations 17 and 19 of SEBI LODR Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually, evaluation of the Chairman of the Board as well as of the working of the Audit, Nomination & Remuneration and other Committees of the Board. The manner in which the evaluation has been carried out has been explained in the ‘Corporate Governance Report’ which forms a part of this Annual Report.

i) MATERIAL CHANGES AND COMMITMENTS. IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There were no material changes and commitments that have affected the financial position of the Company which have occurred between the financial year ended on 31st March, 2023 and the date of this report.

j) ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has laid down adequate and effective Internal Financial Controls with reference to financial statements, commensurate with its size and nature of business operations. During the year, such controls were tested and upgraded, where necessary, and no reportable material weaknesses in their design or operation were observed.

k) LEGAL COMPLIANCE

The Board has devised proper systems commensurate with the size and operations of the Company to monitor and ensure compliance of all the applicable laws, Rules and Standards and the said system is found adequate and operating effectively. The functional heads of the different departments responsible for compliance submit compliance reports to the Company Secretary, based on which the Company Secretary and the Managing Director provide compliance certificate to the Board on a quarterly basis.

l) CORPORATE SOCIAL RESPONSIBILITY (CSR.)

During the year under review, your Company carried out various CSR activities directly as well as through the organisations to whom your Company had provided funds for carrying out its CSR activities. Details of such activities are as under:

Unified Growth Foundation (UGF) UGF publishes Balmurti online magazine once in every fortnight which is globally distributed through different national and international news platforms. The magazine is meant for all the various stakeholders working with children. Balmurti also has presence on social media platforms like Twitter, Facebook and Instagram. During 2022-23, a total of 24 magazines have been released. Audio and video articles published in the magazine are available on its official website www.balmurtionline.com. About 20,000 emails and 10,000 WhatsApp messages are being forwarded worldwide to circulate Balmurti.

SaMvitti Foundation continued “Connecting women with literature” project. It aims at providing opportunity to women belonging to socially, economically and psychologically diverse backgrounds, through interactive engagement with classic and inspiring stories from Indian and world literature. During the year 2022-23, total 67 offline sessions were conducted in different organizations and total 734 women and girls were benefited.

Ram Krishna Mission (RKM) continued working for imparting values and life skill education to young boys and girls to make them able and better citizens of the future. Altogether, 150 underprivileged school students residing in Ekalbara village and in low-income areas of Vadodara city were benefited.

Shroffs Foundation Trust (SFT) continued The SHANTI Health project which is implemented in 34 villages of Chhotaudepur. During the year, total 1085 patients were screened and given primary treatment. Total 240 health awareness and educational programs were conducted in which 9037 participants benefited. Total 2596 children of 198 Anganwadi were closely monitored by regular visits. In order to combat malnutrition, 300 nutrition kits (poshan potli) and kitchen garden kits were provided to the women and their families.

Sharda Medical Centre (SMC) is a need-based model equipped and developed to cater health needs of local people from remote areas of Chhotaudepur. The Company supported to re-establish the SMC’s premises and infrastructure during the year due to increase in people who approached the centre for availing health benefits and services.

The “Lakhpati Kisan Yojna” is envisioned to achieve 1 Lakh plus income of the targeted tribal land holder through multiple interventions. The program was continued by SFT during 2022-23. The project envisages working with 500 farmers of 9 villages of Chhotaudepur to make each farmer a “Lakhpati Kisan.”

Under the SFT’s, Climate Resilient Farming, the project interventions included promotion of 470 wadis (fruit orchard) with vegetables cultivation. This project helped farmers earn upto Rs. 25000- Rs. 30000 per month from the high valued creeper vegetable. Additional support in form of poultry units were given to 470 wadi beneficiaries to support family income. The project also included 30 landless/ marginal households providing avenues for sustainable livelihood.

Under the comprehensive livelihood program, 735 tribal households in Chhotaudepur are provided with 30 Kadaknath poultry bird’s units with knowledge, health care support and nutritious food. Total 10,000 families are planned to be covered under the program to make them successful entrepreneurs.

SFT also joined hands with NABARD and Transpek for building Rural Haat (local market) at Rajuvant village of Chhotaudepur. The construction of 84 open shops, 6 permanent shops, fencing and sanitation facilities were completed during 2022-23 and were handed over to the Local Haat Committee in presence of 300 local tribal people, Chief General Manager of NABARD, Trustees of SFT and Transpek team. Today, the Rural Haat has regular weekly business of around Rs. 5 Lakhs with about people from 15 villages availing the marketing facility.

Ongoing Project with Shroffs Foundation Trust for Skill Development and Livelihood; Your Company along with SFT is carrying out a project for a span of 3 years from the year 2022-2023 for installation and maintenance of micro drip irrigation and solar powered technology which would be transfer to local youths after the project gets complete for them to earn livelihood. This project is being carried out in Chhotaudepur and Narmada District of Gujarat.

CSR activities carried out directly by the Company

Your Company’s own CSR team continued to initiate programmes in villages in and around Ekalbara. Under the Education support program, the team supported 183 students of classes I to X, for better academic performance. Results showed that the students’ academic performance substantially improved. The students are also guided and motivated for higher studies.

The Company Vocational Training Centre (VTC) which was launched in January, 2021 was continued during the year. Various NGO’s approached the Company for extending the Company’s VTC model. VTC models were started in Jambusar, Bharuch through Aatapi Seva Foundation, through Mahiti Trust in Dholera, Ahmedabad and Village Thuvavi.

At VTC, Ekalbara, a total of 70 young participants were trained in electric wireman, welding, plumbing, fitter, solar technician and lathe operator trades. Of them, 20 youths got placement in nearby Companies. It is envisaged to train 150 youths during the year 2023-2024. Of the VTC extensions, 56 youths were trained, of which, 19 youths have got placement in nearby Companies. It is envisaged to extend more VTC during the year 2023-2024.

Also, as per the directives from the Collector’s Office, Vadodara under TIL- CSR, one Smart board was installed in each of the two nearby primary schools (Grade 1-8th ) of our company. The teachers and students expressed joy and effective learning with the help of multi-media.

A brief outline of the policy and the CSR activities carried out during the year is annexed to this report as ‘Annexure - IV’.

m) PARTICULARS OF EMPLOYEES

The information required under Section 197 (12) of the Act read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as ‘Annexure-V’ and forms part of this Report.

n) SECRETARIAL AUDITOR AND SECRETARIAL AUDITOR’S REPORT

Pursuant to the provisions of Section 204 of the Act and the Rules made thereunder and Regulation 24A of the SEBI LODR Regulations, the Board of Directors has appointed Shri Vijay L. Vyas, Practising Company Secretary (FCS: 1602; CP No. 13175), Vadodara, as the Secretarial Auditor of the Company to conduct Secretarial Audit for the year ended 31st March, 2023. The Secretarial Auditor has submitted his Report on Secretarial Audit conducted by him which is annexed to this report as ‘Annexure-VI’. He has also given Secretarial Compliance Report as required under SEBI LODR Regulations. The said Reports do not contain any qualification, reservation or adverse remark.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Ashwin C. Shroff, Non-Executive and Non-Independent Director of the Company, will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Directors recommend his re-appointment.

During the year under review, Shri Bimal V. Mehta, was re-appointed as Managing Director of the Company for a period of five years w.e.f. 01/12/2022 to 30/11/2027.

9. TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND ACCOUNT SET UP BY GOVERNMENT OF INDIA

During the year under review, your Company has transferred the unclaimed dividend and 1693 equity shares of the shareholders of the Company whose dividend had been lying unclaimed with the Company for a period seven consecutive years pursuant to Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and subsequent amendments thereto by the Ministry of Corporate Affairs, Government of India.

The list of the shareholders is available on the Company’s website www.transpek.com.

10. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134 (3) (c) of the Act with respect to Directors’ Responsibility Statement, the Directors state that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) The Directors had taken proper and sufficient care 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;

d) The Directors had prepared the annual accounts on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 the Act as well as under Regulation 25 of SEBI LODR Regulations.

12. CORPORATE GOVERNANCE

A separate report on Corporate Governance as required under Regulation 34 of the SEBI LODR Regulations, 2015 is included in this Report along with a certificate of the Auditor confirming its compliance with the conditions of Corporate Governance stipulated under the said Regulation.

13. AUDITORS AND AUDITORS’ REPORT

a) STATUTORY AUDITORS

The members of the Company, had, at their 54th Annual General Meeting held on 23rd September, 2020, appointed M/s. Bansi S. Mehta & Co., Chartered Accountants, Mumbai as Statutory Auditors of the Company for a period of five years i.e. from the conclusion of the 54th Annual General Meeting upto the conclusion of 59th Annual General Meeting to be held in the year 2025 as prescribed under Section 139(1) and (2) of the Act and relevant rules framed thereunder.

The Auditors’ Report does not contain any qualification, reservation or adverse remark or disclaimer. The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments.

b) COST AUDIT COMPLIANCE

The Board has re-appointed M/s. Y.S.Thakar & Co., Cost Accountants, as the Cost Auditors for conducting cost audit of cost records of the Company for the Financial Year 2023-2024 under Section 148 (1) of the Act. Pursuant to Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit Report for the financial year ended 31st March, 2022 was submitted to the Central Government on 22nd August, 2022. Necessary resolution for approval of their remuneration is being proposed at the ensuing 57th Annual General Meeting. Their Report does not contain any qualification, reservation or adverse remark or disclaimer.

14. DISCLOSURES

a) AUDIT COMMITTEE

Details of the composition of the Audit Committee of Directors of the Company have been mentioned in the Corporate Governance Report. During the year under review, there were no instances wherein the Board of Directors of the Company did not accept the recommendations of the Audit Committee.

More details about all the Committees of Directors are given in the Corporate Governance Report.

b) MEETINGS OF THE BOARD

During the year under review 6 (six) Board meetings were held. For further details, please refer to the Report on Corporate Governance.

c) VIGIL MECHANISM/WHISTLE BLOWER

The Company has established a Vigil Mechanism/Whistle Blower Policy to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of code of conduct, details of which have been given in the Corporate Governance Report. The Whistle Blower Policy has been posted on the website of the Company and can be accessed at link -http://www.transpek.com/pdf/whistle-blower-policy.pdf.

15. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of the business of the Company.

16. FIXED DEPOSITS

During the year under review, your Company has accepted/renewed deposits amounting to Rs.8,84,30,000/- only from the shareholders of the Company. The deposits which matured and remained unclaimed as at 31st March, 2023 amount to Rs.9,00,000/-. The Company had sent written reminders to the Depositors for their appropriate action in this regard and as on the date of this report deposits amounting to Rs.1,45,000/- only have remained unclaimed.

The Deposits and Interest which remained unclaimed for the last seven years have been transferred to the Investor Education and Protection Fund as required under Section 125 of the Act. The list of the depositors whose deposits and interest are transferred to IEPF is available on the Company’s website https://www.transpek.com/index.php/ policies-and-other-information/.

During the year, there has been no default in repayment of deposits or payment of interest thereon. Also, during the year, there were no deposits accepted by the Company which did not comply with the requirements of Chapter V of the Act.

17. STOCK EXCHANGE

The Company’s equity shares are listed on the BSE Limited and the Listing Fees of the Company for the Financial Year 2022-2023 have been paid. The address of the said Exchange is as under:

BSE Limited

Phiroze Jeejeebhoy Towers,

Dalal Street, Fort, Mumbai - 400 001.

Scrip ID: ‘transpek’; Scrip Code: 506687; Group/Index: ‘B’; ISIN: INE687A01016

18. HEALTH CARE AND WELFARE OF EMPLOYEES

Employees’ Welfare Schemes such as subsidized food in the Company’s canteen at the factory, medical facilities, Group Term Life Insurance, Group Mediclaim Insurance and Group Accident Insurance continued to be maintained by the Company. The Company has also availed a top up medical insurance policy of Rs.5,00,000/- for all its employees so that they can avail proper medical facilities. Sports and cultural activities are given due importance. The Company has also set up a place for playing Table Tennis and a Gym for the employees. Employees are also given core long-term health offering which includes making available preventive medical examinations to cover fields of mental health, fitness and nutrition. Employees are offered training programmes and workshops on health-oriented leadership. Monetary support is also given to employees who wish to acquire higher educational qualifications.

The Company has also availed regular services of a homeopathy doctor at all three sites and registered office. Several employees consult the said doctor and are seeing good results in their health issues.

Merit awards are given to employees’ children for their academic achievements. The Company promotes innovation, rewards for performance and provides opportunities for people to grow. In addition, your Company has put in place a

range of initiatives for attracting and retaining a high-performance work force. The Company also rewards exemplary performance of employees.

19. PROTECTION OF WOMEN AT WORKPLACE

The Company has employed a number of women in various cadres. It has put in place a Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An internal committee of women employees is also set up to redress complaints received which are monitored by women supervisors who are fully aware of the Policy and redressal mechanism. All employees of the Company and those of contractors as well as trainees are covered under this Policy. No complaint was received from any employee during the financial year 2022-2023 and no complaint is pending as on 31st March, 2023 for redressal.

20. MANAGEMENT DISCUSSION AND ANALYSIS

The report on Management Discussion and Analysis as required under Regulation 34 (2) (e) and Schedule V of SEBI LODR Regulations dealing with the Operations, Business Performance, etc. is given separately and it forms part of this Annual Report.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge the co-operation and assistance extended to the Company by the Company’s Bankers and Central and State Government agencies. Your Directors also wish to place on record their appreciation of the contribution made by employees at all levels towards the growth of the Company. Your Directors acknowledge with gratitude the support of the shareholders, investors, customers and suppliers for the faith reposed in the Company and its management.

PLACE: VADODARA BY ORDER OF THE BOARD

DATED: 18th May, 2023 A. C. SHROFF

CHAIRMAN DIN:00019952

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Mar 31, 2018

To

The Members,

The Directors have pleasure in presenting the Fifty Second Annual Report together with the Standalone and Consolidated Audited Financial Statements of the Company for the financial year ended 31st March, 2018.

1. FINANCIAL RESULTS (STANDALONE):

	2017 - 2018 Rs. in Lakhs	2016 - 2017 Rs. in Lakhs
Net Sales including Trading and Operating Income	36899.79	32770.14
Other Income	433.06	742.99
Cash Profit/(Loss) before Extraordinary Items and Taxes	4494.73	5103.37
Profit/(Loss) before Tax	3502.25	4240.47
Provision for Taxation
Current:
(i) Current Tax	680.49	1087.66
(ii) Deferred Tax (Asset) / Liability	209.10	164.67
(iii) Tax adjustment for earlier years	(27.68)	(0.98)
Profit/(Loss) after Tax	2640.27	2940.76
Balance brought forward from Previous Year	6470.99	3497.82
Amount available for appropriation	9493.92	6438.58

Note : Previous year figures have been regrouped / rearranged wherever necessary.

2. DIVIDEND:

Your Directors have recommended a dividend of Rs.9/- (i.e. 90%) per equity share of Rs. 10/- each on the Equity Share Capital of Rs. 558.56 Lakhs for the year ended 31st March, 2018 (previous year: 90%, i.e. Rs. 9.00/- per share).

The dividend will be paid to members whose names appear in the Register of Members as on 31st July, 2018 in case of physical shareholding and, in respect of shares in dematerialised form, it will be paid to members whose names are furnished by the National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

3. RESULTS OF OPERATIONS AND THE STATE OF THE COMPANY’S AFFAIRS:

The Directors are happy to report that the net sale (excluding Excise Duty) of the Company for the year under review is Rs.359.09 crores as compared to Rs. 306.66 crores in the previous year, an increase of 17.10% and exports have increased to Rs.252.50 crores from Rs. 204.49 crores in the previous year i.e. an increase of 23.48% and the domestic sale has gone up to Rs.106.59 crores from Rs. 102.03 crores in the previous year showing an increase of 4.47%. The Company has achieved a net profit of Rs.26.40 crores for the year 2017-18 as against Rs. 29.97 crores in the previous year, i.e. a decrease of 13.51%.

During the year, sales increased due to increase in exports. However, the net profit has decreased due to significant increase in cost of some of the raw materials which could not be passed on in the customer pricing due to competitive pressures and reduction in other income.

Your Company has been continually taking several initiatives aimed at improving efficiencies and EHS practices and standards.

4. OUTLOOK:

Due to steady global demand and significant reduction in production of Chemicals in China, the overall outlook for Indian Chemical Industry is looking very positive. In addition, the “Make in India” initiative of the Indian Government should provide further impetus for fast growth. There is a visible shift in sourcing location henceforth considered by global chemical companies. It is noted that such global giants are now increasing their reliance on India for the Raw Materials and Intermediates.

The Company has been constantly strengthening its operations and systems including EHS and Safety Practices to take advantage of the opportunity that may arise considering the current outlook and strong customer relationships.

5. QUALITY. ENVIRONMENT, HEALTH AND SAFETY MANAGEMENT SYSTEMS:

The Company’s existing Integrated Management System is accredited with QMS ISO 9001: 2015, EMS ISO 14001:2015 and BS OHSAS 18001: 2007. The Company is also now accredited for Energy Management System ISO 50001: 2011 certification with TUV NORD - a certification agency. The Company is committed to ensure protection of the environment and maintenance of biodiversity. The Company continues taking several initiatives to achieve this goal.

The Company places a strong emphasis on ensuring safety of the employees and surrounding population and has very effective safety management systems in place. The Company is a member of the Indian Chemical Council and has taken steps to become a signatory to ‘Responsible Care’, a globally recognised Chemical Industry initiative. The Company has also achieved Silver grade for its CSR initiatives from Ecovadis, Germany.

6. SUBSIDIARY COMPANY:

Transpek Industry (Europe) Limited (‘TIEL’) is a wholly owned subsidiary of the Company and, during the year under review, it has continued to provide services to some of the Indian companies under REACH regulations. The expenses incurred during the year are apportioned to and recovered by TIEL from Transpek Industry Limited, the holding company and other participating companies resulting in there being no profit and no loss.

7. DISCLOSURE UNDER THE COMPANIES ACT. 2013:

Information given below is pursuant to various disclosure requirements prescribed under the Companies Act, 2013 (hereinafter ‘the Act’) and the rules thereunder, to the extent applicable to the Company. Some of the disclosures have been included in appropriate places in the Corporate Governance Report as prescribed under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 [hereinafter ‘SEBI (LODR) Regulations’] which is a part of the Annual Report.

a) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed to this report as ‘Annexure - I’.

b) EXTRACTS OF ANNUAL RETURN & OTHER DISCLOSURES:

The extract of the Annual Return in form no. MGT - 9 as per Section 134 (3) (a) of the Act read with Rule 8 of Companies (Accounts) Rules, 2014 and Rule 12 of Companies (Management and Administration) Rules, 2014 is annexed to this report as ‘Annexure - II’.

c) REMUNERATION POLICY AND INFORMATION REGARDING REMUNERATION:

Particulars of the Company’s Remuneration Policy and information pursuant to Rule 5 (1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are annexed to this report as ‘Annexure - III’.

d) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the year under review, your Company has not directly or indirectly -

a) given any loan to any person or other body corporate other than usual advances envisaged in a contract for supply of materials or equipment or job work, if any;

b) given any guarantee or provided security in connection with a loan to any other body corporate or person; and

c) acquired by way of subscription, purchase or otherwise, the securities of any other body corporate.

e) RELATED PARTY TRANSACTIONS:

During the year under review, all the Related Party Transactions were in the ordinary course of business and on an arm’s length basis. Those transactions were placed before the Audit Committee of Directors for prior approval in the form of omnibus approval as provided in SEBI (LODR) Regulations.

The estimated transactions with M/s. Anshul Life Sciences, a related party, were material related party transactions as per Regulation 23 of the SEBI (LODR) Regulations, but in the ordinary course of business and on an arm’s length basis as per Section 188 (1) of the Act. Requisite approval of the shareholders was obtained at the 49th Annual General Meeting of the Company held on 21st September, 2015 for a period of three years from 01st October, 2015 to 30th September, 2018. Details relating to these transactions have been given in ‘Annexure IV’ to this report in the prescribed form AOC - 2 pursuant to clause (h) of sub-section (3) of Section 134 of the Act read with Rule 8 (2) of the Companies (Accounts) Rules, 2014. However, considering the turnover of the Company and as per the criteria laid down under Regulation 23 of the SEBI (LODR) Regulations, the transactions during the period were not material.

During the year, the Company had entered into transactions with TML Industries Limited (TML), a related party. The said transactions were not material and the amount did not exceed the sums prescribed under the applicable rules and the same were approved by the Audit Committee as well as the Board of Directors of the Company, as required under Section 188 (1) of the Act and the Companies (Meetings of the Board and its Powers) Rules, 2014 and SEBI (LODR) Regulations.

The policy on materiality of related party transactions etc., as approved by the Board is placed on the Company’s website on the link: http://www.transpek.com/pdf/policy-on-materiality-of-events.pdf.

Your Directors draw attention of the members to Note no.42 to the financial statement which sets out related party disclosures.

f) RISK MANAGEMENT:

The Company has formulated a policy to identify and evaluate business risks and opportunities in compliance with the provisions of Section 134 (3) (n) of the Act. This policy framework ensures transparency, minimizes adverse impact on the business objectives and enhances the Company’s competitive advantage.

On the basis of ISO: 31000 standard, the Company has adopted the Risk Management Procedures and has also put a mechanism in place for managing risk factors in technical and commercial areas.

The Company has voluntarily constituted a Risk Management Committee comprising the following Directors and a Senior Executive to monitor and review the Risk Management Plan of the Company, though Regulation 21 of the SEBI (LODR) Regulations is not applicable:

1. Shri Bimal V Mehta : Managing Director & Chairman of the Committee

2. Shri Ravi A. Shroff : Promoter Director & Member of the Committee

3. Shri R. B. Shetty : Sr. Vice President - Technical & Member of the Committee

g) EVALUATION OF THE PERFORMANCE OF THE BOARD. COMMITTEES OF DIRECTORS AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of Sections 134 and 178 of the Act and Regulation 17 of SEBI (LODR) Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually, evaluation of the Chairman of the Board as well as of the working of its Audit, Nomination & Remuneration and other Committees of the Board. The manner in which the evaluation has been carried out has been explained in the ‘Corporate Governance Report’ which forms a part of this Annual Report.

h) MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There were no material changes and commitments that have affected the financial position of the Company which have occurred between the financial year ended on 31st March, 2018 and the report dated 23rd May, 2018.

i) ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has laid down adequate and effective Internal Financial Controls with reference to financial statements, commensurate with its size and nature of business operations. During the year, such controls were tested and upgraded and no reportable material weaknesses in the design or operation were observed.

j) LEGAL COMPLIANCE:

The Board has devised proper systems commensurate with the size and operations of the Company to monitor and ensure compliance of all the applicable laws and the said system is found adequate and operating effectively. The Company Secretary and the Managing Director provide compliance certificate to the Board on a quarterly basis.

k) CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company has been contributing in the development of the surrounding areas since its inception. The Company supports and contributes to activities relating to promotion of education, sports, medical and health care, vocational skill development and livelihood enhancement and programmes and activities relating to environment sustainability, etc. During the year 2017-2018, your Company has enhanced its CSR activities to a larger community in order to provide maximum benefit to the surrounding villages.

These CSR projects and activities are in compliance with Schedule VII of the Act.

In the field of education, your Company continued to impart basic computer literacy to students of several primary schools situated in the vicinity of the Company’s factory premises. Your Company has initiated a Special Teaching Programme for students studying in 4th - 8th Standards on the basis of their level assessment, covering 140 students. This Special Teaching Programme is also extended to include students studying in 9th and 10th standard, covering additional 39 students.

Your Company has continued to provide support to Shroffs Foundation Trust (SFT) in running a fully equipped Mobile Medical Unit for providing door step medical services in the tribal area of Chhotaudepur district. With this initiative the tribal residents of Chhotaudepur have benefited and their several health issues could be attended to and resolved. During the year 8 villages were covered and 1120 patients were examined in a mega medical camp.

The Company has been substantially contributing in the upgradation of training facilities at the Industrial Training Institute (ITI) at Padra and also conducted short term courses on plumbing, masonry and wiring for the inmates of the Vadodara Central Jail and equipped them to earn their livelihoods in a dignified manner after their release from jail. Vadodara Central Jail association introduced Beauty Parlour Course for female inmates to equip them also to earn livelihood in a dignified manner after their release from jail.

Females in nearby villages were given training and skill development for self employment such as running Beauty Parlour, making home products, gift articles etc. Many female members and their families have benefited with improved earning capabilities.

Your Company has continued to spend on rural sanitation and cleanliness. 89 nos. of toilets were built in the villages and schools in the vicinity of the Company’s factory premises, which is supportive of the Government of India’s ‘Swachh Bharat Mission’.

During the year under review, a new initiative under Swachh Village was undertaken at Village Khanderaopura of Dabhasa Panchayat having 185 houses. Domestic grey water was treated through Eco-friendly biofilter method for use in farms, vermi-wash, vermi-compost and conversion of solid waste into fertilizer. The process was shown to the Village Committee which will now continue with guidance and support from the Company’s CSR team.

The Company has also achieved silver grade for its CSR initiatives from Ecovadis, Germany.

A brief outline of the policy and the Annual Report on CSR Activities is annexed to this report as ‘Annexure -V’.

l) PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as ‘Annexure - VI’ and forms part of this report.

m) SECRETARIAL AUDITOR AND SECRETARIAL AUDITOR’S REPORT:

Pursuant to the provisions of Section 204 of the Act and the Rules made thereunder, the Board of Directors has appointed Shri Vijay L. Vyas, Practising Company Secretary (FCS: 1602; CP No. 13175), Vadodara, as the Secretarial Auditor of the Company to conduct Secretarial Audit for the year ended 31st March, 2018. The Secretarial Auditor has submitted his Report on Secretarial Audit conducted by him which is annexed to this report as ‘Annexure - VII’. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Shri Dipesh K. Shroff, Director of the Company will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Directors recommend his re-appointment.

During the year under review, Shri Atul G. Shroff, Director of the Company, retired from services as Managing Director of the Company at the close of office hours on 30th November, 2017 on completion of his tenure. The Board of Directors places on record its deep sense of appreciation of the yeoman services rendered by him during his association with the Company since 1965 and as Managing Director since 1st December, 1981. Having regard to his deep knowledge of the industry and experience in the field the Board of Directors had appointed him as an additional, Non-Executive Director w.e.f. 1st December, 2017. The said appointment was approved by the Shareholders on 11th January, 2018, by means of an Ordinary Resolution passed through Postal Ballot.

Also, the Board of Directors has, on the recommendations of the Nomination and Remuneration Committee, appointed Shri Bimal V Mehta as the Managing Director of the Company w.e.f. 1st December, 2017. Before his appointment as the Managing Director, he was the whole-time Director designated as the Executive Director of the Company from 9th April, 2010. His appointment as Managing Director of the Company was also approved by the Shareholders on 11th January, 2018, by means of a Special Resolution passed through Postal Ballot.

Further, pursuant to the provisions of Section 203 of the Companies Act, 2013, Shri Pratik FI Shah was appointed as the Vice President (Finance) designated as Chief Financial Officer (CFO) of the Company w.e.f. 1st June, 2017.

9. TRANSFER OF SHARES TO INVESTOR EDUCATION AND PROTECTION FUND ACCOUNT SET UP BY GOVERNMENT OF INDIA:

During the year under review, your Company has transferred equity shares of the shareholders of the Company whose dividend had been lying unclaimed with the Company for a period of seven consecutive years pursuant to the introduction of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and its subsequent amendments by the Ministry of Corporate Affairs, Government of India.

The list of these shareholders has been uploaded on the Company’s website http://www.transpek.com/unpaid data.htm

10. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134 (3) (c) of the Act, with respect to Directors’ Responsibility Statement, the Directors state that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) The Directors had taken proper and sufficient care 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;

d) The Directors had prepared the annual accounts on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 the Act as well as under Regulation 25 of SEBI (LODR) Regulations.

12. CORPORATE GOVERNANCE:

A separate report on Corporate Governance as required under Regulation 34 of the SEBI (LODR) Regulations, 2015 is included in this Report along with a certificate of the Auditor confirming its compliance with the conditions of Corporate Governance stipulated under the said Regulation.

13. AUDITORS AND AUDITORS’ REPORT:

a) STATUTORY AUDITORS:

The members of the Company had, at their 49th Annual General Meeting held on 21st September, 2015, appointed M/s. CNK & Associates, LLP, Chartered Accountants, Vadodara, as Statutory Auditors of the Company for a period of five years i.e. from the conclusion of the 49th Annual General Meeting upto the conclusion of the 54th Annual General Meeting as prescribed under Section 139 (2) of the Act and relevant rules framed thereunder, subject to their appointment being ratified every year by the members of the Company.

Accordingly, M/s. CNK & Associates, LLP, Chartered Accountants, Vadodara have given a letter to the Company certifying that their appointment as Auditors would be in conformity with the limits specified in Section 139 (2) of the Act, for ratifying their appointment as Statutory Auditors for the financial year 2018-2019.

Further, as per the amendment to section 139 of the Companies Act, 2013, by the Companies (Amendment) Act, 2017, effective from 07th May, 2018 as notified by MCA notification of the said date, the requirement of ratification of the appointment of auditors by the shareholders has been dispensed with and, therefore, the Company is not required to seek ratification by the members and accordingly a resolution is being proposed at the ensuing Annual General Meeting for the purpose.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark.

b) COST AUDIT COMPLIANCE:

The Board has re-appointed M/s. YS. Thakar & Co., Cost Accountants, as the Cost Auditors for conducting cost audit of cost records of the Company for the Financial Year 2018-2019.

Pursuant to Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit Report for the financial year ended 31st March, 2017 was submitted to the Central Government on 4th September, 2017. Necessary resolution for approval of their remuneration is being proposed at the ensuing Annual General Meeting.

14. DISCLOSURES:

a) AUDIT COMMITTEE:

Details of the composition of the Audit Committee of Directors of the Company have been mentioned in the Corporate Governance Report.

During the year under review, there were no such instances wherein the Board of Directors of the Company did not accept the recommendations of the Audit Committee.

More details about all the Committees of Directors are given in the Corporate Governance Report.

b) MEETINGS OF THE BOARD:

During the year under review 5 (five) Board meetings were held. For further details, please refer to the Report on Corporate Governance.

c) VIGIL MECHANISM:

The Company has a Whistle Blower Policy to report genuine concerns or grievance details of which have been given in the Corporate Governance Report. The Whistle Blower Policy has been posted on the website of the Company and can be accessed at link - http://www.transpek.com/pdf/whistle-blower-policy.pdf.

15. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of the business of the Company.

16. FIXED DEPOSITS:

During the year under review, your Company has accepted deposits amounting to Rs.16,89,78,000/- (includes new Deposits and Renewals during the FY 2017-2018) only from the shareholders. The deposits that remained unpaid or unclaimed as at 31st March, 2018 amount to Rs.37,12,000/-. The Company has sent written reminders to the Depositors for their appropriate action in this regard.

The Deposits and Interest which remained unclaimed for last seven years have been transferred to the Investor Education and Protection Fund as required under the Act.

During the year, there has been no default in repayment of deposits or payment of interest thereon. Also, during the year, there were no deposits accepted by the Company which did not comply with the requirements of Chapter V of the Act.

17. STOCK EXCHANGE:

The Company’s equity shares are listed on the BSE Limited and the Listing Fees of the Company for the Financial Year 20172018 have been paid. The address of the said Exchange is as under:

BSE Limited:

Phiroze Jeejeebhoy Towers,

Dalal Street, Fort, Mumbai - 400 001.

Scrip ID: ‘transpek’; Scrip Code: 506687; Group/Index: ‘XC’; ISIN: INE687A01016

18. HEALTH CARE AND WELFARE OF EMPLOYEES:

Employees’ Welfare Schemes such as subsidized food in the Company’s canteen at the factory, medical facilities, Group Mediclaim Insurance and Group Accident Insurance continued to be maintained by the Company. Sports and Cultural activities were also given due importance. The Company has also set up a place for doing Yoga, playing Table Tennis and a Gym for the Employees. Employees are also given core long-term health offering which includes making available preventive medical examinations to cover fields of prevention of mental health, fitness and nutrition. Reports show that the examinations contribute to improvement in fitness, blood pressure, nutrition habits and nicotine abstinence. Employees are also offered training programmes and workshops on health-oriented leadership. Monetary support is also given to employees who wish to acquire higher educational qualifications.

Merit awards are also given to employees’ children. The Company promotes innovation, rewards performance and provides opportunities for people to grow. In addition, your Company has put in place a range of initiatives for attracting and retaining a high performance work force. The Company also rewards exemplary performance of employees.

19. DISCLOSURE UNDER THE SEXUAL HARASSMENT AT WORK-PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has employed a number of women in various cadres. It has put in place a Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An internal committee of women employees is also set up to redress complaints received which are monitored by women supervisors who are fully aware of the Policy and redressal mechanism. All employees of the Company, those of contractors as well as trainees are covered under this Policy. No complaint was received from any employee during the financial year 20172018 and no complaint is outstanding as on 31st March, 2018 for redressal.

20. MANAGEMENT DISCUSSION AND ANALYSIS:

The report on Management Discussion and Analysis dealing with the Operations, Business Performance, etc. is given separately and it forms part of this Annual Report.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge the co-operation and assistance extended to the Company by the Company’s Bankers and State Government agencies. Your Directors also wish to place on record their appreciation of the contribution made by employees at all levels towards the growth of the Company. Your Directors also acknowledge with gratitude the support of the shareholders, investors, customers and suppliers for the faith reposed in the Company and its management.

BY ORDER OF THE BOARD

PLACE: VADODARA A. C. SHROFF

DATED: 23rd May, 2018 CHAIRMAN

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Mar 31, 2015

The Members

The Directors have pleasure in presenting the Forty Ninth Annual Report together with the Audited Financial Statements of the Company for the financial year ended 31st March, 2015.

1. FINANCIAL RESULTS

2014-15 2013-2014 Rs Lahk Rs Lahk

Net Sales including Trading and Operating Income 25934.95 24094.52

Other Income 477.65 746.27

Profit/(Loss) before Interest, Depreciation, Amortization, Taxes and Extraordinary Items 3599.93 3,061.42

Interest 1166.38 1,151.82

Cash Profit/(Loss) before Extraordinary Items and Taxes 2433.55 1,909.60

Less:

Depreciation 845.58 708.31

Amortization 12.34 13.87

Profit/(Loss) before Tax 1575.63 1,187.42

Provision for Taxation Current:

(i) Current Tax (MAT) 286.55 298.33

(ii) MAT - (297.00)

(iii) Deferred Tax (Asset) / Liability 195.59 456.10

(iv) Tax adjustment for earlier years (12.31) 10.24

Profit/(Loss) after Tax 1105.80 719.75

Balance brought forward from Previous Year 1696.60 1,298.60

Amount available for appropriation 2802.40 2,018.35

Appropriations to:

a) Proposed Dividend 293.60 146.80

b) Tax on Proposed Dividend 58.70 24.95

c) Transfer to General Reserve 250.00 150.00

d) Balance Carried to Balance Sheet 2200.10 1696.60

TOTAL 2802.40 2018.35

Note: Previous year figures have been regrouped / rearranged wherever necessary.

2. AMOUNT TO BE TRANSFERRED TO GENERAL RESERVE:

Your Board of Directors of the Company have decided to transfer a sum of Rs.2,50,00,000/- to General Reserve, aggregating to 22.61% of Profits.

3. DIVIDEND

Your Directors have recommended a dividend of Rs. 5/- (i.e. 50%) per equity share of Rs.10/- on the Equity Share Capital of Rs.587.20 lakhs for the year ended 31st March, 2015 (Previous Year [PY]: 25%, i.e. Rs.2.5/-).

The dividend will be paid to members, whose names appear in the Register of Members as on 21st September, 2015 and in respect of shares in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

4. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

1. The net sale of the Company for the year under review is Rs.257.38 crores as compared to Rs.233.96 crores in the previous year, an increase of 10.01%.

2. Exports registered Rs.161.50 crores (PY: Rs.142.56 crores) an increase of 13.29%, and domestic sale registered Rs.95.88 crores (PY: Rs.91.39 Crores).

3. During the financial year 2014-2015, the Company registered net profit of Rs.11.05 crores as against net profit of Rs.7.20 crores in the previous year, an increase of 53%.

Performance in the year 2014-2015, improved over the previous year, due to the following key points:

1. Optimization of plant capacity utilization for major products in second half of the year.

2. Efforts to increase number of customers and spread of market resulted in higher sales.

3. Increase in market demand for few products.

5. OUTLOOK

Your Company is focusing on increasing its market spread in terms of more customers & new products which are expected to result in higher sales volumes & profits. The margins are expected to remain stable barring any uncertainty of major foreign exchange fluctuations or economic conditions.

6. QUALITY. ENVIRONMENT, HEALTH AND SAFETY MANAGEMENT SYSTEMS:

The Re-certification Audit of the Company's existing Integrated Management System of QMS ISO 9001: 2008, EMS ISO 14001:2004 and BS OHSAS 18001: 2007 was successfully completed by TUV NORD - a certification agency - in January, 2015. The Company's existing Integrated Management System is in compliance with the requirements of the Management System.

The Company is totally committed to ensure protection of environment & maintenance of biodiversity. The Company takes many initiatives to achieve this goal.

The Company puts a strong emphasis on ensuring safety of the employees and surrounding population and has robust safety management systems in place. The Company is a member of the Indian Chemical Council and signatory to 'Responsible Care', a Chemical Industry initiative.

7. SUBSIDIARY COMPANIES:

(i) Transpek Industry (Europe) Ltd.

During the year under review, the wholly owned subsidiary of the Company - Transpek Industry (Europe) Limited - continued to provide services to the five participant companies under REACH regulations.

(ii) Sam Fine O Chem Ltd.

During the year under review, your Company divested its investments from Sam Fine O Chem Limited (SFOCL) and hence, SFOCL ceased to be the Subsidiary of the Company w.e.f. 03.01.2015.

8. DISCLOSURE UNDER THE COMPANIES ACT. 2013:

Information given below is pursuant to various disclosure requirements prescribed under the Companies Act, 2013 and the rules thereunder, to the extent applicable to the Company. Some of the disclosures have been included in appropriate places in the Corporate Governance Report which is part of Board's Report.

a) CONSERVATION OF ENERGY, TECHNICAL ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed to this report as 'Annexure - I'.

b) EXTRACTS OF ANNUAL RETURN AND OTHER DISCLOSURES UNDER COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The Extract of the Annual Return in form no. MGT - 9 as per Section 134 (3) (a) of the Companies Act, 2013 read with Rule 8 of Companies (Account) Rules, 2014 and Rule 12 of Companies (Management and Administration) Rules, 2014 is annexed to this report as 'Annexure - II'.

c) REMUNERATION POLICY AND INFORMATION REGARDING REMUNERATION:

Particulars of the Company's Remuneration Policy and information pursuant to Rule 5(1) of the Companies (Appointment & Remuneration) Rules, 2014 are annexed to this report as 'Annexure - III'.

d) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

During the year under review, Your Company has not directly or indirectly:

a) given any loan to any person or other body corporate other than usual advances envisaged in a contract of supply of materials if any,

b) given any guarantee or provided security in connection with a loan to any other body corporate or person and

c) acquired by way of subscription purchase or otherwise, the securities of any other body corporate exceeding sixty percent, of its paid-up share capital, free reserve and securities premium account or one hundred percent of its free reserves and securities premium account whichever is more.

e) RELATED PARTY TRANSACTIONS:

All the transactions with related parties are in the ordinary course of business and on arm's length basis; and there are no material contracts or arrangement or transactions with related party at arm's length basis for which approval of the Board was required and thus disclosure in form AOC-2 is not required to be made.

The policy on materiality of related party transactions and dealing with related party transactions as approved the Board is placed on the Company's website on the link: http://www.transpek.com/pdf/policy-on-related-party-transactions.pdf.

Your Directors draw attention of the members to Note no.29 (D) to the financial statement which sets out related party disclosures.

f) RISK MANAGEMENT :

Pursuant to the provisions of section 134(3)(m) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has formulated a policy to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance Company's competitive advantage.

The Company has also put a mechanism in place for managing risk factors in technical and commercial areas. The Risk Management Procedures adopted by the Company are developed on the basis of ISO: 31000 standards.

The Board of Directors of the Company have also constituted a Risk Management Committee to monitor and review the Risk Management Plan of the Company, comprising of the following:

1. Shri Bimal V Mehta : Executive Director & Chairman of the Committee

2. Shri Ravi A. Shroff : Promoter Director & member of the Committee

3. Shri R.B.Shetty : Vice President - Technical

g) EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES OF DIRECTORS AND INDIVIDUAL

DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, 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, Nomination & Remuneration and other Committees of the Board. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

h) MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT:

There were no material changes and commitments that have affected the financial position of the Company which have occurred between the financial year ended on 31.03.2015 and the report dated 25.05.2015.

i) ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

j) CORPORATE SOCIAL RESPONSIBILITY:

Your Company has been contributing in the development of the surrounding areas since its inception. The Company supports and contributes in activities relating to promotion of education, sports, medical and health care, vocational skill development & livelihood enhancement and programmes and activities relating to environment sustainability, etc.

These projects are largely in accordance with Schedule VII of the Companies Act, 2013.

Your Company imparted basic Computer literacy to 488 students of Primary Schools situated in the vicinity of the Company's plant premises. The Company had earlier installed software called 'Learning Delight' in 10 Primary Schools, as a result of which, 2800 students from Std. I to VIII are getting education through the said software programme. Apart from these initiatives, the medical team of the Company also conducted programmes in the nearby villages, for making them aware about Swine Flu and its implications. Also, 38 adolescent girls were given health and hygiene awareness.

The Company's medical team examined 639 children from 3 schools and identified certain children who were suffering from skin problems, dental problems and eye problems. They were then directly linked to Cluster Health Centre, a Govt. Hospital in Padra for providing them medical treatment.

Your Company has been making substantial contribution in the upgradation of training facilities at the Industrial Training Institute (ITI) at Padra for many years. One of the initiatives that the Company has taken through ITI, Padra is to teach the Central Jail inmates short term courses on Plumbing, Wiring and Technician, which covered theory & practical course materials. The objective behind this initiative is to enhance their vocational skills and empower the Jail inmates to earn a livelihood for future, post their term in jail.

Your Company also provides educational support and also gives awards to the bright students studying in the 11 no. of schools surrounding Ekalbara Village.

The brief outline of the policy and the Annual Report on CSR Activities is annexed to this report as 'Annexure - IV'.

k) PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as 'Annexure - V' and forms part of this report.

l) SECRETARIAL AUDITOR AND SECRETARIAL AUDITORS REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Board of Directors have appointed Shri Vijay L. Vyas, Practicing Company Secretary (FCS: 1602; CP No. 13175), Vadodara, as the Secretarial Auditor of the Company to conduct Secretarial Audit for the year ended 31st March, 2015. The Secretarial Auditor has submitted his Report on Secretarial Audit conducted by him which is annexed to this report as 'Annexure - VI'. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Shri Bimal V. Mehta, Executive Director of the Company will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Directors recommended his re-appointment.

During the year under review, the Company has applied to Central Government:

- for increase in Remuneration payable to Shri Atul G. Shroff, Managing Director for a period from 01.12.2013 to 30.11.2014 ; and

- Remuneration payable to Shri Atul G. Shroff for the periods from 01.12.2014 to 30.11.2015 and 01.12.2015 to 30.11.2016 respectively.

Your Directors, with deep sense of regret, have to inform you that Shri Shailesh K. Solanki, Vice President and Company Secretary of the Company, passed away on 13th February, 2015. His contribution during his tenure of 28 years with the Company was commendable.

Shri Ashok FI Shah, Vice President and Chief Financial Officer of the Company has been designated as Chief Financial Officer of the Company w.e.f. 30th May, 2014.

10. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under section 134 (3) (c) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, the Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act as well as under Clause 49 of the Listing Agreement with the BSE Limited.

12. CORPORATE GOVERNANCE:

A separate report on Corporate Governance as required under Listing Agreement is included in this Report along with a certificate of Auditor confirming its compliance with the conditions of Corporate Governance stipulated under clause 49 of the Listing Agreement.

13. AUDITORS AND AUDITOR'S REPORT :

a) STATUTORY AUDITORS:

M/s. CNK & Associates, LLP Chartered Accountants, Vadodara, who have given a letter to the Company certifying that their proposed appointment as Auditors would be in accordance with the limits specified in Section 139 (2) of the Companies Act, 2013, are proposed to be re-appointed as the Auditors of the Company for a period of five years. The Company will place the matter of re-appointment of the auditors for ratification by members at every annual general meeting during the said period of five years.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

b) COST AUDIT COMPLIANCE:

The Board has appointed M/s. YS.Thakar& Co., Cost Accountants, as the Cost Auditors for conducting cost audit of cost records of the Company for the Financial Year 2014-2015.

Pursuant to Section 209(1) (d) of the Companies Act, 1956, Cost Audit Report for the financial year ended 31/03/2014 was submitted to the Central Government on 28/07/2014.

14. DISCLOSURES:

a) AUDIT COMMITTEE:

The details of Composition of the Audit Committee of Directors of the Company have been mentioned in the Corporate Governance Report of the Company.

Also, during the year under review, there were no such instances wherein the Board of Directors of the Company did not accept the recommendations of the Audit Committee.

b) MEETINGS OF THE BOARD:

During the year under review seven (7) Board meetings were held. For further details, please refer the Report on Corporate Governance.

15. CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of the business of the Company.

16. FIXED DEPOSITS:

During the year under review, your Company has accepted deposits amounting to Rs.16,61,04,000/-. The deposits that remained unpaid or unclaimed as at 31.03.2015 amounts to Rs.35,53,000/-.

As required under section 74 of the Companies Act, 2013, the Company has repaid before 31st March, 2015 all the deposits from public accepted before the commencement of Companies Act, 2013 with interest payable thereon.

During the year, there has been no default in repayment of deposits or payment of interest thereon. Also, during the year, there were no deposits accepted by the Company which did not comply with the requirements of Chapter V of the Companies Act, 2013.

17. STOCK EXCHANGE:

The Company's equity shares are listed on the BSE Limited and the Listing Fees of the Company during the Financial Year 2014-2015 have been paid. The address of the said Exchange is as under:

Bombay Stock Exchange: Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 001. Scrip ID: 'transpek'; Scrip Code: 506687; Group: 'B'; I SIN: INE687A01016

18. HEALTH CARE AND WELFARE OF EMPLOYEES:

Employees' Welfare Schemes such as subsidized food in the Company's canteen at the factory, medical facilities, Group Mediclaim insurance and Group Accident insurance continued to be maintained by the Company. Sports and cultural activities were also given due importance. Monetary support is also given to employees who wish to acquire higher educational qualifications.

Merit awards are also given to employees' children. The Company promotes innovation, rewards performance and provides opportunities for people to grow. In addition, your Company has put in place a range of initiatives for attracting and retaining a high performance work force.

19. DISCLOSURE UNDER THE SEXUAL HARASSMENT AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has been employing number of women employees in various cadres in the Organisation. The Company has in place a Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Committee of Women Employees is also set up to redress complaints received and are monitored by Women supervisor who are fully aware of the Policy & redressal mechanism. All employees (Permanent, Contractual, Temporary, Trainees) are covered under this policy. There was no complaint received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redressal.

20. MANAGEMENT DISCUSSION AND ANALYSIS:

The report on Management Discussion and Analysis dealings with the Operations, Business Performance, etc. is given separately and it forms part of this Annual Report.

ACKNOWLEDGMENTS:

Your Directors wish to acknowledge the co-operation and assistance extended to the Company by the Company's Bankers and State Government agencies. Your Directors also wish to place on record their appreciation of the contribution made by employees at all levels towards the growth of the Company. Your Directors also acknowledge with gratitude the support of the shareholders, other investors, customers and suppliers for the faith reposed in the Company and its management.

BY ORDER OF THE BOARD PLACE: Vadodara A. C. SHROFF DATED: 25th May, 2015 CHAIRMAN (DIN:00019952)

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Mar 31, 2014

The Members

The Directors have pleasure in presenting the Forty Eighth Annual Report together with the Audited Financial Statements of the Company for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

2013-2014 2012-2013 Rs. in Lakhs Rs. in Lakhs

Net Sales including Trading and Operating Income 24094.52 21079.70

Other Income 746.27 343.91

Profit/(Loss) before Interest, Depreciation, Amortization, 3061.42 2,904.17

Taxes and Extraordinary Items Interest 1151.82 1,139.79

Cash Profit/(Loss) before Extraordinary Items and Taxes 1909.60 1,764.38

Less:

Depreciation 708.31 646.41

Amortization 13.87 18.65

Profit/(Loss) before Extraordinary Items and Tax 1187.42 1,099.32

Less:

Extraordinary Items

- Assets written off (Net) - -

Profit / (Loss) before Tax 1187.42 1,099.32

Provision for Taxation Current:

(i) Current Tax (MAT) 298.33 181.05

(ii) MAT (297.00) (181.00)

(iii) Deferred Tax (Asset) / Liability 456.10 (74.79)

(iv) Tax adjustment for earlier years 10.24 -

Profit / (Loss) after Tax 719.75 1,023.48

Balance brought forward from Previous Year 1298.60 781.22

Amount available for appropriation 2018.35 1804.70

Appropriations to:

a) Proposed Dividend 146.80 176.17

b) Tax on Proposed Dividend 24.95 29.94

c) Transfer to General Reserve 150.00 300.00

d) Balance Carried to Balance Sheet 1696.60 1298.60

TOTAL 2018.35 1804.70

Note: Previous year figures have been regrouped / rearranged wherever necessary.

DIRECTORS'' REPORT

DIVIDEND

Your Directors have recommended a dividend of 25% i.e. Rs. 2.50/- per equity share on the Equity Share Capital of Rs.587.20 lakhs for the year ended 31st March, 2014 (Previous Year [PY]: 30%, i.e. Rs.3/-).

REVIEW OF OPERATIONS

The net sale of the Company for the year under review is Rs.219.13 crores as compared to Rs.207.02 crores in the previous year, an increase of 5.58%. During the financial year 2013-14, the Company registered net profit of Rs.7.00 crores as against net profit of Rs.10.23 crores in the previous year.

Exports registered Rs.142.56 crores (PY: Rs. 130.80 crores) an increase of 9%, and domestic sale registered Rs.71.74 crores (PY: Rs.76.22 Crores).

Performance in the year 2013-2014 was better than the previous year, due to the following key points:

1. The Company maintained the average contribution as compared to last year.

2. During the year, good amount of non moving stocks of raw materials and finished goods was sold.

3. The Company improved the quality and efficiency of various Acid Chlorides Products during the year, which resulted in higher sales volumes.

4. With the installation of Agro Waste Boiler and implementing Power Trading, the Company could substantially reduce the cost of Fuel and Power during the year.

5. Exports of various key products of the Company increased as compared to previous year.

However, due to increased raw material cost and diminution in the value of investment, the net profit has reduced in comparison to the previous year.

SUBSIDIARY COMPANIES

(i) Transpek Industry (Europe) Ltd.

During the year under review, the wholly owned subsidiary of the Company – Transpek Industry (Europe) Limited - continued to provide services to the five participant companies under REACH regulations.

(ii) Sam Fine O Chem Ltd.

During the year under report, the company focused on production efficiencies and cost control aimed at achieving profitable operations while stabilising production and sales. The company earned revenue of Rs.30.24 crores from operations compared to Rs.33.83 crores in the previous year. Though the revenue generation was lower, it could reduce its losses significantly. During the year, the company earned a net profit of Rs.4.30 lakhs as against loss of Rs.2.87 crores in the previous year.

Your Company had acquired shares in Sam Fine O Chem Limited with a view to build synergies for further growth. However, the objectives of the investment are not being met due to various issues and, therefore, the management is considering exit from this investment.

Pursuant to a resolution passed by the Board of Directors of the Company in terms of the General Circular dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the audited financial statements and the Reports of the Boards of Directors and the Auditors of the Company''s subsidiaries are not attached to this Annual Report. These documents shall be made available to the members of the Company seeking such documents. The same are available for inspection by members at the Registered Office of the Company and that of the respective subsidiaries and on the Company''s website www.transpek.com.

OUTLOOK

With the global presence and wide spread customer base, your Company is expected to achieve substantial growth in the volumes in the year 2014-15. The margins are expected to remain stable barring any uncertainty of major foreign exchange fluctuations or economic conditions.

BIOFILTRATION PROCESS

In its endeavour to preserve the environment, the Company has taken the initiative to develop in-house technical know-how for the treatment of liquid effluent through the bio-filtration process. Adoption of this process for treating the effluents from the Company''s plants has resulted in substantial savings in capital and operating costs. A few facilities for treatment of municipal sewage based on the Company''s biofiltration technical know-how have been set up and are operating successfully. Further work is in progress for extending this initiative for treatment of industrial effluents of diverse composition.

QUALITY, ENVIRONMENT, HEALTH AND SAFETY MANAGEMENT SYSTEMS

The Surveillance Audit of the Company''s existing Integrated Management System of QMS ISO 9001: 2008, EMS ISO 14001:2004 and BS OHSAS 18001: 2007 was successfully completed by TUV NORD - a certification agency - in February, 2014. The Company''s existing Integrated Management System is in compliance with the requirements of the Management System.

HEALTH CARE AND WELFARE OF EMPLOYEES

Employees'' Welfare Schemes such as subsidized food in the Company''s canteen at the factory, medical facilities and the Group Mediclaim and Group Accident Insurance continued to be maintained by the Company. Sports and cultural activities were also given due importance. Monetary support is also given to employees who acquire higher educational qualifications.

Merit awards are also given to employees'' children. The Company promotes innovation, rewards performance and provides opportunities for people to grow. In addition, your Company has put in place a range of initiatives for attracting and retaining a high performance work force.

RISK MANAGEMENT

A two-tier system of risk assessment and implementation of measures to mitigate their effect has been in operation. The outcome of these efforts is periodically reviewed by the Managing Director and the Executive Director.

DIRECTORS

Shri Mukesh D. Patel and Shri Atul H. Patel, Directors of the Company requested to be relieved from the Directorship. Their resignation became effective on 10th July, 2014.

The Board places on record its deep sense of appreciation of the valuable contributions made by Shri Mukesh D. Patel and Shri Atul H. Patel during their long association with the Company.

Shri Dipesh K. Shroff and Shri Ravi A. Shroff, Directors of the Company will retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. The Directors commend their re-appointment.

Pursuant to the provisions of section 149, 152 and 160 of the of the Companies Act, 2013, your Board has appointed Smt. Geeta A. Goradia and Shri Hemant J. Bhatt as an Additional Director and seeks your approval for their appointment as an Independent Directors on the Board of Directors of the Company for a period of five consecutive years.

The Board has also recommended to the members for their approval, pursuant to the provisions of sections 149, 152 and 160, read with Schedule IV and the Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013 the appointment of Dr. Bernd Dill, Shri Ninad D. Gupte and Shri Nimish U. Patel as Independent Directors for a term of five consecutive years.

In the classification of Directors as Independent, the Board has relied on the declaration of independence provided by the Independent Directors as prescribed both under section 149 (7) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the BSE Ltd.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under section 217 (2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, the Directors hereby confirm that:

a) in the preparation of the financial statements for the financial year ended 31st March, 2014 the applicable accounting standards have been followed and that no material departures have been made from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) they have prepared the financial statements on a going concern basis.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has been contributing in the development of the surrounding areas before the Corporate Social Responsibility found a place in business lexicon. The Company contributes in areas like social development, school support programme, skill development programme, medical activities etc.

Your Company has conducted need assessment survey of surrounding six villages to know the present situation of community. Indicators for intervention that have emerged from the survey will be used for strategic interventions, where necessary, with community participation along with necessary government linkages to achieve sustainable growth. There were many villages adversely affected in the floods in the month of July, 2013 in Vadodara District. In association with Shroffs Foundation Trust, the Company had carried out sanitation work and distributed food grain kits in various villages of Padra

Taluka.

Awareness about preservation of the environment was spread by undertaking workshops at the village school level with participation by the local community.

During the year, the Company conducted three medical check-up camps for residents of nearby villages. Health awareness programmes including spreading awareness about HIV/AIDS and kidney-related diseases were conducted in the Company''s premises for 3 days through exhibitions and popular folk media.

Your Company has been making substantial contribution in the upgradation of training facilities at the Industrial Training Institute at Padra since 2008.

Your Company also gives educational support and also gives awards to the bright students studying in the 11 schools surrounding Ekalbara Village.

CORPORATE GOVERNANCE

A separate statement on Corporate Governance is included in this Report along with a certificate of the Auditors on its compliance.

MANAGEMENT DISCUSSION AND ANALYSIS

The report on Management Discussion and Analysis forming part of this Annual Report deals with the Operations, Business Performance, etc.

FIXED DEPOSITS

During the year under review, your Company accepted deposits from the public, shareholders, employees and senior citizens and has complied with the provisions of section 58A of the Companies Act, 1956 and the Rules framed thereunder. There were 65 deposits aggregating to Rs.17.91 lakhs which were due for repayment and remained unclaimed as on 31st March, 2014 of which 26 deposits amounting to Rs.12.74 lakhs have since been repaid or renewed.

Under the provisions of the Companies Act, 2013, the Company can accept/renew deposits only from its members after a resolution is passed at a general meeting and upon fulfillment of other requirements. The Company is required to repay its existing deposits upon their maturity or by 31st March 2015 whichever is earlier. Your approval is being sought for accepting/renewing deposits from the members of the Company to the extent of 25% of the paid-up share capital and free reserves of the Company.

AUDITORS

M/s. Contractor, Nayak & Kishnadwala, Chartered Accountants, Vadodara, who have given a letter to the Company certifying that their proposed appointment as Auditors would be in accordance with the limits specified in Section 139 (2) of the Companies Act, 2013, are proposed to be re-appointed as the Auditors of the Company.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 particulars as prescribed therein relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure "A" forming part of this Report.

COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975

Information required pursuant to Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given in Annexure "B" forming part of this Report.

GREEN INITIATIVES IN CORPORATE GOVERNANCE

Your Company has since the last three years, in line with the "Green Initiative" circulars issued by the Ministry of Corporate Affairs (MCA) effected electronic delivery of Notice of Annual General Meeting and Annual Report to those shareholders whose email ids were registered with the respective Depository Participants and downloaded from the Depositories viz. National Securities Depository Limited (NSDL) /Central Depository Services (India) Limited (CDSL) and also with the Company. Securities and Exchange Board of India (SEBI) has also in line with the MCA circulars and as provided in Clause 32 of the Listing Agreement executed with the BSE Limited, permitted listed companies to supply soft copies of full Annual Reports to those shareholders who have registered their email addresses for the purpose. The Companies Act, 2013 and the rules framed thereunder also permit the dissemination of financial statements in electronic mode to the shareholders. Your Directors are thankful to the shareholders for actively participating in the Green Initiative and seek your support for its continued implementation of the Green Initiative.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge the co-operation and assistance extended to the Company by the Company''s Bankers and State Government agencies. Your Directors also wish to place on record their appreciation of the contribution made by employees at all levels towards the growth of the Company. Your Directors also acknowledge with gratitude the support of the shareholders, other investors, customers and suppliers for the faith reposed in the Company and its management.

BY ORDER OF THE BOARD

PLACE: Vadodara A. C. SHROFF

DATED: 11th July, 2014 CHAIRMAN

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Mar 31, 2013

To, The Members,

The Directors are pleased to present the Twentieth Annual Report and the Audited Accounts of the Company for the year ended on 31st March, 2013.

1. FINANCIAL RESULTS

[Rupees in Lacs]

Particulars 31.03.2013 31.03.2012

Operating Revenue 34.70 27.91

Others 27.10 27.15

Total Income 61.80 55.06

Expenditure 39.63 32.67

Finance Charges 17.05 7.94

Gross Profit/ (Loss) after interest but before depreciation and taxation 5.12 14.45

Depreciation 4.61 4.85

Profit / (Loss) before Tax 0.51 9.60

Provision for tax (current) NIL NIL

Deferred Tax Added back/written off NIL NIL

Profit for the year 0.51 9.60

Earning per Equity Share

Basic 0.01 0.27

During the period under review, the Company earned total income of Rs. 61.80 lacs compared to Rs. 55.06 lacs in the previous year. However, due to increase in interest burden and other expenses, the net profit after tax is arrived at Rs. 0.51 lacs compared to net profit of Rs. 9.60 lacs in the previous year.

2. DIVIDEND

In view of carried forward losses, your Directors do not recommend any dividend on the Equity Share Capital

3. DIRECTORS

At the ensuing Annual General Meeting, Shri Yashwant F. Patel and Shri Upendra C. Patel, Directors of the Company shall respectively retire by rotation and they being eligible, offer themselves for re-appointment.

4. PUBLIC DEPOSITS

The Company has neither accepted nor renewed any Public Deposits during the year under review.

At the end of the financial year, No deposit remained unclaimed on the due dates. In fact the Company has fully repaid all its public deposits and as on date the Company does not hold any fixed deposit from public.

5. AUDITORS

M/s. Deepak Desai & Co., have forwarded a certificate to the Company stating that their re-appointment at the ensuing Annual general Meeting, if made, will be within the limit specified in Section 224 of the Companies Act, 1956.

6. OBSERVATIONS OF AUDITORS

Regarding observation made by the Auditors for not having internal audit system, the Board of Directors would like to mention that the Company has already in place the adequate internal control system under the direct supervision of Managing and Executive Directors.

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

Since your Company is not a manufacturing Company, the statement with respect to conservation of energy, technology absorption is not applicable to the Company.

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

8. PARTICULARS OF EMPLOYEES

The Company did not have any employee falling within the scope of sub-section [2A] of Section 217 of the Companies Act, 1956.

9. CORPORATE GOVERNANCE

The report on Corporate Governance pursuant to clause 49 of the listing agreement with Mumbai and Vadodara Stock Exchanges along with the certificate of M/s. Deepak Desai & Co., Chartered Accountants, Vadodara, Statutory Auditors of the Company form part of this report and attached to this report.

10. DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the Companies (Amendment) Act, 2000, the Directors state that:

a. In the preparation of the annual accounts for the year ended on 31st March, 2013, the applicable Accounting Standards have been followed.

b. Accounting Policies have been consistently applied. The 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 on 31st March, 2013 and the profit and loss of the Company for the accounting year ended on that date;

c. Proper and sufficient care for maintenance of adequate accounting records has been taken in accordance with the provision of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d. The annual accounts have been prepared on a going concern basis.

11. ACKNOWLEDGEMENT

Your Directors acknowledges the support received from all its Business Associates, Bankers, Shareholders and other business constituents.

Your Directors also wish to place on record their appreciation for the continued co-operation made by employees during the year.

Regd. Office: By Order of the Board,

For Transpek Finance Limited

1st Floor, ABS Towers, Old

Padra Road,

Vadodara – 390 007 Mukesh D. Patel

Date: 20/05/2013 Chairman & Managing Director

---

Mar 31, 2012

The Directors are pleased to present the Twentieth Annual Report and the Audited Accounts of the Company for the year ended on 31st March, 2012.

1. FINANCIAL RESULTS

[Rupees in Lacs]

Particulars 31.03.2012 31.03.2011

Operating Revenue 27.91 18.10

Others 27.15 8.80

Total Income 55.06 26.90

Expenditure 32.67 27.69

Finance Charges 7.94 0.51

Gross Profit/(Loss) after interest but before depreciation and taxation 14.45 (1.30) Depreciation 4.85 4.32

Profit / (Loss) before Tax 9.60 (5.62)

Provision for tax (current) NIL NIL

Deferred Tax Added back/written off NIL NIL

Profit / (Loss) after tax 9.60 (5.62)

Excess (short) provision of earlier year written off / back (net) NIL (1.85)

Balance brought forward from previous year (173.34) (165.87)

Loss carried to Balance Sheet (163.74) (173.34)

During the period under review, the Company liquidated its investments held in the forms of preference share capital in Oneiro Chemicals Limited (OCL) being a group company and increased its exposure in the equity share capital of said OCL. The Company has ' their fully liquidated its investment held in Infinity Consultant Limited and generated profit of Rs. 2.11 lacs on saL of said investment. The Company regularly received interest on its ICDS advanced to group companies and also received dividend income on its investment held in said OCL. Further, with fresh rental arrangements entered into with lessees, the Company could boost its rental income for the financial year ended on 31.03.2012

2. DIVIDEND

In view of carried forward losses, your Directors do not recommend any dividend on the Equity Share Capital.

3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

a) Industry Structure

According to its principal business, NBFC can be broadly classified into Hire Purchase Finance or Equipment Leasing Company, Investment Company and Loan Company. The classification could be from RBI's monitoring point of view i.e. NBFC accepting Public Deposits which is subject to stringent compliances and NBFC without accepting Public Deposits which is subject to relatively lesser compliances. NBFC in India are a combination of heterogeneous entities.

Despite facing strong competition from Banks and facing strict regulatory norms for raising funds, NBFC has become an integrated part of India's financial system. In recent times NBFC are playing pivotal in catering to the needs of small and medium enterprises in rural and semi urban areas. They are backbone to lending against

securities, retail loans, auto loans and micro finance. In terms of relative importance of various activities financed by NBFC, HP is the largest activities followed by loans and ICDS and investments.

b) Opportunities and Threats

The NBFC industry holds immense potential and the recent steps taken by the Government of India to create infrastructure for NBFC showed a positive sign for growth. Province feting banking licenses to NBFC, emergence of REMF for real estate and allowing NBFC to take part in insurance agency business on a fee basis have brought new scope for NBFC.

Unfortunately, the RBI removed the priority sector tag for loan given by the Banks to NBFC which has pushed up the cost of funds for NBFCs and put pressure on their operations margins. Further, the rising of bad loans has put the microfinance under fire. The increased competitions from local and multinational players have led tough competition in the industry.

c) Outlook

As far as your Company is concerned, it has established itself as investment vehicle in promoting existing group companies by providing able equity and inter corporate loans, from time to time and closely monitoring their corporate activities. The investments so held by the Company have in the recent times started yielding in terms of interest and dividend. The rental arrangements for Company's unoccupied premises are also time and again getting renewed to the benefits of the Company. Moreover, your Company has continued on recovering outstanding dues, expediting its pending appeals with tax authorities and liquidating its non-yielding loans and investments.

As a conscious decision, your Company has decided to keep itself away from retail / micro finance activities.

d) Risks and Concerns

Your Company is subject to external risks like increasing interest rates, liquidity crunch, inflationary pressure, plunging capital market, slowdown in Indian and global economy etc. the company manages this risk by conservative financial profile, cost reducing measures and prudent business practices.

Apart from external risks, the performance of your Company is linked to its group companies which are manufactured companies and further subject to the vulnerability of all market forces. The company manages this risk by looking the affairs of its group companies with a peer view on a regular basis.

e) Adequacy of Internal Control

The Company has an adequate internal controls system commensurate with its size and the nature of its business.

The Audit Committee of the Board of Directors reviews the adequacy of internal controls.

f) Human Resource Development

Your Company continued to have cordial and harmonious relations with its employees.

g) Discussion on financial performance with respect to operational Performance

The Company has generated total income of Rs. 55.06 lacs in this financial year. The Profit after depreciation and interest stood at Rs. 9.60 lacs. There is no need for any provision for Non-Performing Assets and Bad Debts. After providing NIL provision for taxes and carried forward loss of Rs. 173.34 lacs, the total loss of Rs. 163.74 lacs has been carried over.

4. DIRECTORS

At the ensuing Annual General Meeting, Shri Dushyant D. Patel, Director of the Company shall retire by rotation and he being eligible offer himself for re-appointment.

5. PUBLIC DEPOSITS

The Company has neither accepted nor renewed any Public Deposits during the year under review.

At the end of the financial year, No deposit remained unclaimed on the due dates. In fact the Company has fully repaid all its public deposits and as on date the Company does not hold any fixed deposit from public.

6. AUDITORS

M/s. Deepak Desai & Co., have forwarded a certificate to the Company stating that the appointment, if made, will be within the limit specified in Section 224 of the Companies Act, 1956.

7. OBSERVATIONS OF AUDITORS

Regarding observation made by the Auditors for not having internal audit system, the Board of Directors would like to mention that the Company has already in place the adequate internal control system under the direct supervision of Managing and Executive Directors.

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

Since your Company is not a manufacturing Company, the statement with respect to conservation of energy, technology absorption is not applicable to the Company.

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

9. PARTICULARS OF EMPLOYEES

The Company did not have any employee falling within the scope of sub-section [2A] of Section 217 of the Companies Act, 1956.

10. CORPORATE GOVERNANCE

The report on Corporate Governance pursuant to clause 49 of the listing agreement with Mumbai and Vadodara Stock Exchanges along with the certificate of M/s. Deepak'Desai & Co., Chartered Accountants, Vadodara, Statutory Auditors of the Company form part of this report and attached to this report.

11. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the Companies (Amendment) Act, 2000, the Directors state that:

a. In the preparation of the annual accounts for the year ended on 31st March, 2012, the applicable Accounting Standards have been followed.

b. Accounting Policies have been consistently applied. The 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 on 31st March, 2011 and the profit and loss of the Company for the accounting year ended on that date;

c. Proper and sufficient care for maintenance of adequate accounting records has been taken in accordance with the provision of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d. The annual accounts have been prepared on a going concern basis.

1 12. ACKNOWLEDGEMENT

Your Directors acknowledges the support received from all its Business Associates, Bankers, Shareholders and other business constituents.

Your Directors also wish to place on record their appreciation for the continued co-operation made by employees during the year.

Regd. Office: By Order of the Board,

For Transpek Finance Limited

1 st Floor, ABS Towers,

Old Padra Road, Vadodara - 390 007

[ Mukesh D. Patel ]

Date: 15/05/2012 Chairman & Managing Director

---

Mar 31, 2011

The Members

The Directors have pleasure in presenting the Forty Fifth Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2011.

FINANCIAL RESULTS

2010-2011 2010-2011 2009-2010 Rs. in Lacs Rs. in Lacs Rs. in Lacs

Net Sales including Trading Income 18230.25 11340.74

Other Income 352.22 244.85

Profit before Interest, Depreciation, Amortisation, 3135.62 1823.86

Taxes and Extraordinary Items

Interest 744.30 527.38

Cash Profit before Extraordinary Items and Taxes 2391.32 1296.48

Less:

Depreciation 639.92 561.00

Amortization 41.50 43.91

Profit/(Loss) before Extraordinary Items and Tax 1709.90 691.57

Less:

Extraordinary Items - Assets written off (Net) - 85.04

Profit / (Loss) before Tax 1709.90 606.53

Provision for Taxation Current:

(i) Current Tax 331.26 190.79

(ii) MAT (45.00) 286.26

Deferred Tax (Asset) / Liability 146.43 (10.78)

Profit/(Loss) after Tax 1277.21 426.52

Add:

a) (Excess)/Short Previous Year's (1.83) 28.08

Tax Provision

b) Prior Years'Adjustments 0.77

1278.27 454.60

Balance brought forward from Previous Year 1057.78 1024.36

Amount available for appropriation 2336.05 1478.96

Appropriations to:

a) Proposed Dividend 234.88 146.80

b) Tax on Proposed Dividend 38.10 24.38

c) Transfer to General Reserve 250.00 250.00

d) Balance Carried to Balance Sheet 1813.07 1057.78

TOTAL 2336.05 1478.96

DIVIDEND

Your Directors have recommended a dividend of 40% i.e. Rs. 4/- per equity share on the Equity Share Capital of Rs.587.20 lacs for the year ended 31 st March, 2011 (Previous year: 25%, i.e. Rs.2.50 per equity share).

REVIEW OF OPERATIONS

The net sales of the Company for the year under review is Rs. 182.30 crores as compared to Rs. 113.41 crores in the previous year, rise of about 61%. During the year Profit After Tax is Rs.12.78 crores vis-a-vis Rs.4.55 crores in the previous year. During the year under review, Exports registered Rs. 104.34 crores (Previous year: Rs. 63.66 crores) a rise of 64%, while domestic sales registered a growth of 57% in comparison to previous year.

During the year under review, your Company focused on the following developmental activities:

Reduction in the quantity of effluents to be treated at source through R&D resulting in substantial savings.

The increasing costs of energy inputs prompted the Company to purchase a coal-fired boiler which would generate steam and power. The unit is likely to be operational in the financial year 2011 -12.

SUBSIDIARY COMPANIES

(i) Transpek Industry (Europe) Ltd.

During the year under review, the wholly owned subsidiary of the Company - Transpek Industry (Europe) Ltd. - whose incorporation under the laws of the United Kingdom was reported in our previous Report, has facilitated registration of three (3) products of Excel Industries Ltd. under REACH.

(ii) Sam Finechem Ltd.

The Company with an intention to diversify its activity in pharma based products, had identified for acquisition a small pharma company viz. Sam Finechem Ltd. (SFL), having its registered office at Mumbai and works at Rajkot, engaged in manufacturing of various drug intermediates and has acquired 50% holding in SFL.

In accordance with the relevant provisions of the current Articles of Association of SFL, the Chairman of SFL is a nominee of the Company and has a casting vote. As the erstwhile promoters of SFL and the Company hold 50% each of the paid up equity share capital of SFL, in any appointment of Directors in general meetings, the casting vote of the Chairman if exercised will determine the outcome and hence the Company is deemed to control the composition of the Board of Directors of SFL. Accordingly, by virtue of the provisions of section 4 (1) (a) of the Companies Act, 1956 SFL is a deemed subsidiary company.

Further, pursuant to section 212 of the Companies Act, 1956, there shall be attached to the Balance Sheet of the holding company having a subsidiary at the end of the financial year as at which the holding company's balance sheet is made out the audited financial statements and Reports of the Directors and Auditors of the subsidiary.

Pursuant to a resolution passed by the Board of Directors of the Company in terms of the General Circular No.2/2011 - File No.51/12/2007-CL-lll dated 8th February, 2011 issued by the Ministry of Corporate Affairs, Government of India, the audited financial statements and the Reports of the Boards of Directors and Auditors of the Company's subsidiaries are not attached to this Annual Report. These documents shall be made available to the members of the Company seeking such documents. The same are available for inspection by members at the Registered Office of the Company and that of the respective subsidiaries and on the Company's website www.transpek.com.

OUTLOOK

We expect favourable conditions in the domestic as well as international markets.

The end-use markets for the Company's products are growing and we expect reasonable growth in the coming period. With the Company's focus on working closely with customers, we expect to add more products in the portfolio which will contribute to the growth of the business.

QUALITY, ENVIRONMENTS HEALTH SAFETY MANAGEMENT SYSTEMS (QEHS MS):

During the year, the second surveillance audit of existing Integrated Management System of QMS ISO 9001: 2008, EMS IS014001:2004 and BS OHSAS 18001:2007 was successfully completed by TUV Nord, Germany.

HEALTH CARE AND WELFARE OF EMPLOYEES

The Company continues to put high premium on employees' health. Apart from taking health insurance cover for all the employees, regular health check up and counselling covering medical advice and life style changes is undertaken. Special care is taken of employees working in areas exposed to occupational hazards. A cash-less Mediclaim policy has been taken for all employees. Afund for financial support of deceased employees' families has also been created to which contributions are made by the Company as well as the employees.

RISK MANAGEMENT

All functional heads periodically review risks facing their areas of responsibility and implement an effective system of internal controls to manage them.

The Managing Director and the Executive Director give overall directions in controlling / mitigating risks generally.

DIRECTORS

Shri A. C. Shroff, Shri M. D. Patel and Shri A. H. Patel, Directors of the Company will retire by rotation at the ensuing Annual General Meeting and, being eligible, offer themselves for re-appointment. The Directors commend their re- appointment.

The term of Shri Atul G. Shroff, as Managing Director of the Company will be expiring on 30.11.2011. The Board of Directors of the Company, has at its meeting held on 09.04.2011, proposed for the approval of shareholders and that of the Central Government, the re-appointment of Shri Atul G. Shroff, as Managing Director of the Company for a further period of five years on the terms and conditions and remuneration as recommended by the Remuneration Committee at its meeting held on the same day. The terms and conditions of the appointment, including payment of remuneration are given in the Explanatory Statement appended to the Notice to the Members.

Shri Bimal V. Mehta was appointed as an Executive Director of the Company for a period of three years with effect from 9th April, 2010 on the terms and conditions approved by the members by means of the Special Resolution passed at the Annual General Meeting held on 13th August, 2010 and incorporated in the agreement dated 14th August, 2010 between Shri Bimal V. Mehta and the Company. At present, the salary of Shri Bimal V. Mehta is Rs.1,60,000 per month.

Pursuant to the recommendations of the Remuneration Committee of Directors, the Board of Directors of the Company, at its meeting held on 27th May, 2011, increased the remuneration by way of additional amount of perquisite underthe head "Other Miscellaneous Perquisite" of Rs. 2,64,000/- p.a. payable to Shri Bimal V. Mehta with effect from 9th April, 2011 for the remainder of his tenure as set out in the draft deed of variation to be entered into between the Company and Shri Bimal V. Mehta, subject to the necessary approval of the shareholders of the Company and accordingly commends the Special Resolution for the approval of members.

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to the requirements under section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, the Directors hereby confirm that:

a) in the preparation of the accounts for the financial year ended 31 st March, 2011 the applicable accounting standards have been followed and that no material departures have been made from the same;

b) they had selected such accounting pcl;cies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) they have prepared the annual accounts on a going concern basis.

SOCIAL RESPONSIBILITY

Your Company is managing ITI Padra under the Public Private Partnership scheme of Govt, of India by deputing a team of senior employees on regular basis. Skill upgradation of students is being done by sending them to various industries for visit, participating in various exhibitions, bringing job work from industries and also training them in basic English and computers. Students of the ITI are being sought by big Industrial houses. Various short term courses in plumbing, masonry, gardening, wiring etc. have been started to make students multi skilled. Three hundred and fifty students have benefited enabling them to be self employable. Encouraged by our experience with ITI Padra your Company has signed an MOU with Govt, of Gujarat to develop ITI Dashrath as a centre of excellence in chemical trade.

The Company has also trained 120 ladies of Ekalbara Village in tailoring as part of community development programme of Union Ministry of HRD. Last year, the Company decided to improve infrastructural facilities in eleven schools of nearby villages having strength of more than 2000 students. Schools were provided with benches, fans, cupboards, blackboards, carpets, tube light, lunch dishes etc.

Since last more than 30 years, every year the Company is organizing summer workshop for the children of surrounding villages. Activities covered are meditation, painting, computer, traffic education, first aid training, etc. to encourage talent, the Company distributed awards to 118 students who were 1 st or 2nd ranker in their schools.

As part of industry academia interaction, your Company is engaging with various engineering / management institutions of Vadodara and Vallabh Vidyanagar.

Medical camps benefitting 389 people were organized last year. Your Company is also supporting various NGO's engaged in social, rural and tribal welfare activities.

CORPORATE GOVERNANCE

Aseparate statement on Corporate Governance is included in this Report along with a certificate of the Auditors on its compliance.

MANAGEMENT DISCUSSION AND ANALYSIS

The report on Management Discussion and Analysis forming part of this Annual Report deals with the Operations, Business Performance etc.

FIXED DEPOSITS

During the year under review, your Company accepted deposits from Public/Shareholders/ Employees/ Senior Citizens and has complied with the provisions of section 58A of the Companies Act, 1956 and the Rules framed thereunder. There were 113 deposits aggregating to Rs.30.93 lacs which were due for repayment and remained unclaimed as on 31st March, 2011 of which 34 deposits amounting to Rs. 5.91 lacs have since been repaid or renewed.

AUDITORS

M/s. Contractor, Nayak & Kisnadwala, Chartered Accountants, Vadodara, who have given a letter to the Company certifying that their proposed appointment as Auditors would be in accordance with the limits specified in Section 224 (1B) of the Companies Act, 1956, are proposed to be re-appointed as the Auditors of the Company.

AUDITORS'REPORT

With regard to the Auditors' qualificatory remarks at item (b) of their report, as mentioned in note no. 18 in Schedule 22 to the Accounts, the Board is of the opinion that in view of the significant uncertainties associated with the said contract, whose ultimate outcome depends on future events, the exchange gain or loss, if any, on the strike date would be accounted for in the profit and loss account as and when it crystallizes.

TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of the provisions of Section 217(1 )(e) read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 particulars as prescribed therein relating to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure "A" forming part of this Report.

COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975

Information required pursuant to Section 217 (2A)of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is given in Annexure "B" forming part of this Report.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge the co-operation and assistance extended to the Company by the Company's Bankers and State Government agencies. Your Directors also wish to place on record their appreciation of the contribution made by employees at all levels towards the growth of the Company. Your Directors also acknowledge with gratitude the support of the shareholders, other investors, customers and suppliers for the faith reposed in the Company and its management.

BY ORDER OF THE BOARD

PLACE : Vadodara A. C. SHROFF DATE : May 27,2011 CHAIRMAN

---

Mar 31, 2010

The Directors are pleased to present the Nineteenth Annual Report and the Audited Accounts of the Company for the year ended on 31 st March, 2010.

1. FINANCIAL RESULTS

[Rupees in Lacs]

Particulars 31.03.2010 31.03.2009

Total Income 31.12 13.79

Expenditure 24.59 23.80

Finance Charges 0.82 1.32

Gross Profit/ (Loss) after interest but before depreciation and taxation 5.71 (11.33)

Depreciation 4.78 6.41

Profit / (Loss) before Tax 0.93 (17.74)

Provisions and write offs NIL NIL

Provision for tax (current) NIL NIL

Fringe Benefit Tax NIL 0.35

Deferred Tax Added back/written off NIL NIL

Profit / (Loss) after tax 0.93 (18.09)

Excess (short) provision of earlier year written off/back (net) 0.45 (0.18)

Balance brought forward from previous year (167.25) (148.98)

Loss carried to Balance Sheet (165.87) (167.25)

2. DIVIDEND

In view of loss on the Balance Sheet, your Directors do not recommend any dividend on the Equity Share Capital

3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

a) Industry Structure

During the financial year 2009-10, the country has witnessed rising domestic as well as external demands which suggest that the economy recovery is gaining momentum. There has been sustained increase in bank credit and in financial resources raised by the commercial sectors. In the market of retail finance and financial loans, there has been a definite recovery observed. The auto loans remained popular followed by housing loans. However, on personal loans front, there was a cautious approach adopted by the banks as well as NBFCs.The security and commodity markets remains bullish with the support of institutional and foreign investors but the confidence of small investors yet to gain in the capital markets.The other products like hire purchase and lease finance remains low profile. The insurance as well as mutual funds seems to have reposed their confidence in the investors.

b) Opportunities and Threats

The sector of finance is passing through a rapid phase of alteration. Under the present economic scenario, non banking finance companies (NBFCs) stands a good chance to succeed as they have an advantage of being lower in operating cost as compared with other financial intermediaries because of their small size, efficient operation and fast decision making.

On the other hand, due to stringent regulations, the small size of their balance sheet, resources and their distribution reach most of the small and medium sized NBFCs are now struggling hard to find reasons for continued existence and business areas for growth and earnings. Equally, NBFCs are facing stiff competition in retail financing specially from banks including foreign banks and FIs due to their ability to raise funds at low cost.

c) Outlook

NBFCs are in the process of changing the tracks and exploring new areas Efforts are made to extend their product portfolio to include asset management companies, housing Finance Firms and to venture into newly opened insurance sector for private participation.

As far as your Company is concerned,as in the past, it has continued on recovering outstanding dues, to expedite its pending appeals with tax authorities and to liquidate its non-yielding loan and investment products.Moreover, the strategic investments in the form of equity participation made in Universal Esters Limited and Oneiro Chemicals Limited, both being associate firms, are monitored vigilantly. In fact, in the current year, the Company has earned dividend income out of said investments and it is expected to receive better returns in the coming period.The Inter- corporate Deposits (ICDs) held in the associate firms are getting re-shuffled from time to time as per requirements and they are generating interest income as per agreed terms.

Under the circumstances,your Company has decided not to venture into retail financing but to convert its existing loan and investment products into profit centers and further firm up its position.

d) Risks and Concerns

Your Company is exposed to the normal industry risk factors of interest rate volatility, economic cycle, credit risk, liquidity rising and operational risk. The Company manages these risks by conservative financial profile, cost reduction measures and prudent business practices.

e) Adequacyof Internal Control

The Company has an adequate internal controls system commensurate with its size and the nature of its business.

The Audit Committee of the Board of Directors reviews the adequacy of internal controls.

f) Human Resource Development

Your Company continued to have cordial and harmonious relations with its employees

g) Discussion on financial performance with respect to operational Performance

The Company has generated total income of Rs. 31.12 lacs in this financial year.The Profit after depreciation and interest stood at Rs. 0.93 lacs.There is no need for any provision for Non-Performing Assets and Bad Debts. After providing NIL provision for taxes, writing back of excess provision of earlier year was NIL and carried forward loss of Rs. 167.25 lacs,the total loss of Rs. 165.86 lacs has been carried over.

4. DIRECTORS

At the ensuing Annual General Meeting, Mr. Upendra C. Patel and Mr.Yashvant F.Patel, Director of the Company shall retire by rotation and he being eligible offer himself for re-appointment.

5. PUBLIC DEPOSITS

The Company has neither accepted nor renewed any Public Deposits during theyear under review.

At the end of the financial year, No deposit remained unclaimed on the due dates. In fact the Company has fully repaid all its public deposits and as on date the Company does not hold any fixed deposit from public.

6. AUDITORS

M/s. Deepak Desai & Co., have forwarded a certificate to the Company stating that the appointment, if made, will be within the limit specified in Section 224 of the Companies Act, 1956.

7. OBSERVATIONS OF AUDITORS

Regarding observation made by the Auditors for not having internal audit system, the Board of Directors would like to mention that the Company has already in place the adequate internal control system under the direct supervision of Managing and Executive Directors. Nevertheless, the Company will introduce a separate internal audit system whenever found necessary. Further regarding observation made by the Auditors for having no provision made for leave encashment benefit, the Board of Directors would like to mention that the same is not required since there has been no liability outstanding/accruing to the employees for the year ended on 2009-10.

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

Since your Company is not a manufacturing Company, the statement with respect to conservation of energy, technology absorption is not applicable to the Company.

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

9. PARTICULARS OF EMPLOYEES

The Company did not have any employee falling within the scope of sub-section [2A] of Section 217 of the Companies Act, 1956.

10. CORPORATE GOVERNANCE

The report on Corporate Governance pursuant to clause 49 of the listing agreement with Mumbai and Vadodara Stock Exchanges along with the certificate of M/s. Deepak Desai & Co., Chartered Accountants, Vadodara, Statutory Auditors of the Company form part of this report and attached to this report.

11. DIRECTORSRESPONSIBILITY STATEMENT

In accordance with the Companies (Amendment) Act, 2000, the Directors state that:

a. In the preparation of the annual accounts for the year ended on 31" March, 2010, the applicable Accounting Standards have been followed.

b. Accounting Policies have been consistently applied.The 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 on 31" March, 2010 and the profit and loss of the Company for the accounting year ended on that date;

c. Proper and sufficient care for maintenance of adequate accounting records has been taken in accordance with the provision of the Act so as to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d. The annual accounts have been prepared on a going concern basis.

12. ACKNOWLEDGEMENT

Your Directors acknowledges the support received from all its Business Associates, Bankers, Shareholders and other business constituents.

Your Directors also wish to place on record their appreciation for the continued co-operation made by employees during the year.

Regd. Office: By Order of the Board,

For Trartspek Finance Limited 1 st Floor, ABS Towers, Old Padra Road, Vadodara-390 007

[ Mukesh D. Patel ] Date: 30.04.2010 Chairman & Managing Director