To,

Dear Members,

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:

(Rs in Lakh)

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 Rs 63.38 Lakhs as against Rs 106.36 Lakhs in the previous year.

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

Earnings per share stood at Rs 0.17 on face value of Rs 10 each.

Consolidated Financial Performance:

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

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

Earnings per share stood at Rs 7.53 on face value of Rs 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 Rs 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 re- appointment 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, re- appointed 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 2022- 23, 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.

27.1 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 Rs 7,50,00,000 /- comprising of 75,00,000 Equity Shares of Rs 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 Rs 10/- each at an issue price of Rs 43/- per share including a premium of Rs 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 Rs 7,47,23,000 dividend into 74,72,300 equity shares of face value of Rs 10/- each.

Utilization of funds raised through issue of Equity Shares:

The sum of Rs 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:

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

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.