|
To,
Dear Members,
The Directors are pleased to present to you the 34th 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 2025.
1. FINANCIAL HIGHLIGHTS:
The financial performance of the Company for the year ended 31st March,
2025 on a Standalone and Consolidated basis, is summarized below:
(Rs. in Lakh)
Particulars |
Standalone basis |
Consolidated basis |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
| Revenue from Operations |
148.72 |
127.87 |
15,826.79 |
10,987.34 |
Total Revenue From Operations |
148.72 |
127.87 |
15,826.79 |
10,987.34 |
| Other Income |
2.00 |
0.18 |
192.60 |
430.75 |
Total Income |
150.72 |
128.05 |
16,019.39 |
11,418.08 |
| Finance Cost |
3.18 |
2.86 |
315.20 |
208.09 |
| Fees and Commission Expense |
|
|
|
|
| Cost of Material Consumed |
|
|
10,738.54 |
6793.95 |
| Purchase Of Stock in trade |
|
|
2201.24 |
2255.08 |
| Purchase Of Shares |
|
|
|
|
| Changes in inventories to finished goods,
stock in trade and Work-in-progress |
|
|
(75.29) |
32.27 |
| Employee benefits expenses |
46.15 |
33.25 |
743.72 |
457.35 |
| Depreciation, amortization and impairment |
|
|
168.52 |
135.53 |
| Other expenses |
29.76 |
16.86 |
824.41 |
617.77 |
Total expenses |
79.10 |
52.97 |
14,916.35 |
10,500.03 |
Exceptional items |
- |
260.09 |
- |
- |
Profit /(Loss) before Tax |
71.62 |
335.17 |
1103.04 |
918.05 |
Less: Tax Expenses |
|
|
|
|
| Current Tax |
18.03 |
43.18 |
139.79 |
83.67 |
| Deferred Tax |
0.37 |
8.18 |
3.16 |
11.54 |
| Income Tax Earlier Years |
|
|
|
|
| Excess or short provision of earlier years |
|
|
|
0.51 |
Profit after tax for the Period |
53.22 |
283.81 |
960.09 |
822.33 |
Total Other Comprehensive income |
|
|
129.97 |
65.61 |
Total Comprehensive income / (loss) for
the Period |
53.22 |
283.81 |
1090.06 |
887.94 |
2. RESULTS OF OPERATIONS AND THE STATE OF
COMPANY'S AFFAIRS:
Operational Highlights:
The Company is engaged in the business of granting Loans and making
Investments. Its subsidiary, namely Maximus International Limited (‘MIL') is
engaged in the business of importing and exporting lubricant oils and different types of
base oils. The Company acts as a Merchant Exporter and Sourcing Company with a niche focus
on lubricants & base oils.
Further, a Wholly Owned Subsidiary (WOS) of the Company in the name of
‘Maximus Infra Ventures Limited' is incorporated on 11th July 2024 which shall
enable to capitalize on growth opportunities in the dynamic real estate, infrastructure
and construction sector. This strategic move will enhance the Company's agility and
strengthen its customercentric approach, positioning it for sustained success in these
markets.
MIL has two Wholly Owned Subsidiaries - Maximus Global FZE
(‘MGF') and MX Africa Limited (‘MXAL').
MGF is located at United Arab Emirates (UAE) and registered with
Hamriyah Free Zone Authority,
Sharjah. MGF is engaged in Marketing and Export of specialty,
industrial and automotive lubricants.
MXAL is located at Nairobi, Kenya. MXAL is a Marketing and Distribution
entity for specialty, industrial and automotive lubricants, specialty chemicals and other
value-added products.
Maximus Lubricants LLC (‘MLL') is a subsidiary of MGF and
Step-down Subsidiary of MIL. MLL is a state-of-the-art manufacturing unit for specialty,
industrial and automotive lubricants, specialty chemicals and other value-added products
in Ras Al Khaimah, UAE. MLL has a highly trained professional team and a robust
distribution network.
Quantum Lubricants (E.A.) Limited (‘QLL') is a Wholly Owned
Subsidiary of MXAL and Wholly Owned Step-down subsidiary of MIL. QLL has a manufacturing
facility for specialty, industrial and automotive lubricants, specialty chemicals and
other value-added products.
Standalone Financial Performance:
Total revenue from operations on a standalone basis for the current
year is ^148.72 Lakhs as againsR127.87 Lakhs in the previous year.
Net profit for the current year is ^53.22 Lakhs as against the net
profit of ^283.81 (including 260.09 Lakhs exceptional income) Lakhs in the previous year.
Earnings per share stood at ^0.07 before exceptional items and at ^0.07
after exceptional items on Face Value of ^1 each.
Consolidated Financial Performance:
Total revenue from operations on a consolidated basis for the current
year is ^15,826.79 Lakhs as against ^10,987.34 Lakhs in the previous year.
Net Profit for the current year is ^ 960.09 Lakhs as against ^ 822.33
Lakhs in the previous year.
Earnings per share stood at ^ 0.78 on Face Value of ^1 each.
3. INDIAN ACCOUNTING STANDARDS:
The Financial Statements for the year ended on 31st March, 2025 have
been prepared in accordance with the Companies (Indian Accounting Standard) Rules, 2015,
prescribed under Section 133 of the Companies Act, 2013 (‘the Act') and other
recognized accounting practices and policies to the extent applicable.
4. CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of your Company and its
subsidiaries are prepared in accordance with Section 133 and other applicable provisions
of the Act as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (‘SEBI Listing Regulations') together with Auditor's Report thereon
form part of this Annual Report.
5. DIVIDEND:
Your Directors have been planning to conserve the profits and continued
investment in the business of the company, reason being no dividend is recommended for the
Financial Year 2024-25.
Dividend distribution policy is not applicable to the company.
6. TRANSFER TO RESERVES:
The Company during the year under review, in accordance with Section
45-IC(1) of the Reserve Bank of India Act, 1934 has transferred ^ 10.64 Lakhs to Reserve
of the Company.
7. SUBSIDIARY COMPANIES / JOINT VENTURE /
ASSOCIATES:
As on 31st March 2025, your Company has following Subsidiary(ies) /
Step-down subsidiaries:
i. Maximus Infra Ventures Limited - Wholly Owned Subsidiary
ii. Maximus International Limited - Subsidiary Company
iii. Maximus Global FZE - Step-down Subsidiary - in Sharjah - UAE
(Wholly Owned Subsidiary of Maximus International Limited)
iv. MX Africa Limited - Step-down Subsidiary - in Nairobi - Kenya
(Wholly Owned Subsidiary of Maximus International Limited)
v. Maximus Lubricants LLC - Step-down Subsidiary - in RAK - UAE
(Subsidiary of Maximus Global FZE)
vi. Quantum Lubricants (E.A.) Limited - Wholly Owned Step-down
Subsidiary - in Nairobi - Kenya (Wholly Owned Subsidiary of MX Africa Limited)
During the Financial Year, your Board of Directors reviewed the affairs
of the Subsidiaries/Step- Down subsidiaries. Pursuant to the provisions of Section 129(3)
of the Companies Act, 2013 (‘the Act'), a statement containing salient features
of financial performance of Subsidiaries/Step-Down subsidiaries in Form AOC-1 is furnished
in ANNEXURE-1 and attached to this Report.
Pursuant to the provisions of Section 136 of the Act, the Financial
Statements of the Company, Consolidated Financial Statements along with relevant documents
and separate audited financial statements in respect of each Subsidiaries/Step-down
subsidiary are available on the website of the Company www.optimusfinance.in
The Company does not have any Joint Venture or Associate Companies
during the year or at any time after the closure of the year and till the date of the
report.
The Policy for determining Material Subsidiaries of the Company, as
approved by the Board, has been provided on the Company's website at
www.optimusfinance.in
8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS:
No significant and material orders were passed by the Regulators or
Courts or Tribunals, which impact the going concern status and Company's operations
in future.
9. REPORT ON CORPORATE GOVERNANCE:
Pursuant to Regulation 34 read with Para C of Schedule V of the SEBI
Listing Regulations, the Corporate Governance Report of the Company for the year under
review and the Practicing Company Secretaries Certificate regarding compliance of
conditions of Corporate Governance is annexed to this report as ANNEXURE-2.
In compliance with the requirements of Regulation 17 of the SEBI
Listing Regulations, a Certificate from the Whole Time Director and Chief Financial
Officer of the Company, who are responsible for the finance function, was placed before
the Board.
All the Board Members and Senior Management Personnel of the Company
had affirmed compliance with the Code of Conduct for Board and Senior Management
Personnel. A declaration to this effect duly signed by the Whole Time Director is annexed
as a part of the Corporate Governance Report.
10. BUSINESS RESPONSIBILITY AND SUSTAINABILTY REPORT:
The Board of Directors of the Company hereby confirms that according to
the provisions of
Regulation 34(2)(f) of the SEBI Listing Regulations, the Business
Responsibility and Sustainability Report is not mandatorily applicable to the Company for
the year under review ended on 31st March 2025, hence not annexed with Annual Report.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on 31st March, 2025, the Board of Directors consists of 4 members,
out of which 3 (Three) are Non-Executive Independent Directors including one women
Independent Director, 1 (One) is Executive Director. The composition is in compliance with
the Companies Act, 2013 and Listing Regulation.
At the ensuing 34th Annual General Meeting (AGM), Mr. Dipak Raval (DIN:
01292764), who retires by rotation and being eligible, offers himself for reappointment.
Key Managerial Personnel:
In terms of Section 203 of the Act, the following are the Key
Managerial Personnel of the Company as on 31st March, 2025:
• Mr. Dipak Raval - Chairman & Whole Time Director
• Mr. Milind Joshi - Chief Financial Officer
• Ms. Vruti Surti· Company Secretary (With effect from 28th
April, 2025)
• Ms. Krati Gupta - Company Secretary (Till 15th February, 2025)
12. MEETINGS OF BOARD OF DIRECTORS AND COMMITTEES:
The Board met 7 (Seven) times during the Financial Year 2024-25, the
details of which are given in the Corporate Governance Report forming part of the Annual
Report. The maximum interval between any two meetings did not exceed 120 days, as
prescribed in the Act and the SEBI Listing Regulations.
Information on the Audit Committee, Nomination & Remuneration
Committee and Stakeholders Relationship Committee and meetings of the respective
Committees held during the year is given in the Corporate Governance Report.
13. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declarations from all the
Independent Directors of the Company in accordance with Section 149 (7) of the Companies
Act 2013, that they meet the criteria of independence as laid out in Section 149(6) of the
said Act and Regulation 16(1 )(b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations”). There has been no
change in the circumstances affecting their status as an Independent Director during the
year.
The Independent Directors have also confirmed that they have complied
with Schedule IV of the Companies Act, 2013 and the Company's Code of Conduct.
The Board of Directors is of the opinion that all the Independent
Directors possess requisite qualifications, experience and expertise in industry knowledge
and corporate governance, and they hold highest standards of integrity.
None of the Independent Directors hold any equity shares of your
Company during the Financial Year ended 31st March 2025.
None of the Directors have any relationships inter se.
All the Independent Directors of your Company have confirmed their
registration/renewal of registration on Independent Director's Databank.
14. BOARD EVALUATION:
Pursuant to the applicable provisions of the Act and the SEBI Listing
Regulations, the Board has carried out an annual performance evaluation of its own
performance, the directors individually as well as the evaluation of the working of its
Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship
Committee. The manner in which the evaluation has been carried out has been explained in
the Corporate Governance Report.
15. DIRECTOR'S RESPONSIBILITY STATEMENT
Based on the framework of Internal Financial Controls and compliance
systems established and maintained by the Company, the work performed by the Internal
Auditors, Statutory Auditors and Secretarial Auditors, including the Audit of Internal
Financial Controls over financial reporting by the Statutory Auditors and the reviews
performed by Management and the relevant Board Committees, including the Audit Committee,
the Board is of the opinion that the Company's internal financial controls were
adequate and effective during Financial Year 2024-25.
Accordingly, pursuant to Sections 134(5) of the Act, the Board of
Directors, to the best of its knowledge and ability, confirm that:
i. in the preparation of the Annual Financial Statements for the
Financial Year ended 31st
March 2025, the applicable accounting standards have been followed
along with proper explanation relating to material departures, if any.
ii. they have selected such accounting policies and applied them
consistently and judgments and estimates have been made that are reasonable and prudent so
as to give a true and fair view of the state of affairs of the Company as at 31st March
2025, and of the profit of the Company for the period ended on that date.
iii. proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the Act, for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities.
iv. the annual accounts have been prepared on a going concern basis.
v. proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
vi. systems to ensure compliance with the provisions of all applicable
laws were devised and in place and were adequate and operating effectively.
16. POLICY ON DIRECTOR'S APPOINTMENT AND
REMUNERATION AND OTHER DETAILS:
The Nomination & Remuneration Committee (NRC) has been mandated to
oversee and develop competency requirements for the Board based on the industry
requirements and business strategy of the Company. The NRC reviews and evaluates the
profiles of potential candidates for appointment of Directors and meets them prior to
making recommendations for their nomination to the Board. Specific requirements for the
position, including expert knowledge expected, are communicated to the appointee.
It is affirmed that the remuneration paid to Directors, Key Managerial
Personnel and all other employees is in accordance with the Remuneration Policy of the
Company. The Company's policy on Director's appointment and remuneration and
other matters provided in Section 178(3) of the Act is available on the website of the
Company at www.optimusfinance.in
17. RISK MANAGEMENT:
The Company has a mechanism in place to identify, assess, monitor, and
mitigate various risks to key business objectives. Major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a
continuing basis.
18. ANNUAL RETURN:
In compliance with Section 92(3) and 134(3)(a) of the Act, Annual
Return in Form MGT-7 is available on Company's website and can be accessed at
www.optimusfinance.in
19. RELATED PARTY TRANSACTIONS:
During the year under review, no transaction with related parties was
in conflict with the interests of the Company. All Related Party Transactions are placed
on a quarterly basis before the Audit Committee and before the Board for the noting and
approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the
transactions which are of a foreseeable and repetitive in nature.
The policy on Related Party Transactions as approved by the Board can
be accessed on the Company's website at www.optimusfinance.in
The particulars of contracts or arrangements with related parties
referred to in sub-section (1) of Section 188 of the Act in Form AOC-2 is annexed herewith
as ANNEXURE-3 to this Report.
20. AUDIT COMMITTEE:
The details of the composition of the Audit Committee, their terms of
reference, details etc. are provided in the Corporate Governance Report, which forms part
of this Report.
During the year there were no cases where the Board had not accepted
any recommendation of the Audit Committee.
21. NOMINATION & REMUNERATION POLICY:
Pursuant to Section 178 of the Companies Act, 2013 and Regulation 19 of
the Listing Regulations, your Company has in place a Nomination and Remuneration Policy
which lays down a framework in relation to criteria and qualification for nomination &
appointment of Directors, positive attributes and independence of a director, remuneration
of Directors, Key Managerial Personnel and other employees of the Company.
The policy also lays down criteria for selection and appointment of
Board members. The said policy has been posted on the website of the Company and the web
link thereto is: www.optimusfinance.in
22. REPORTING OF FRAUD(S):
During the year under review, neither the statutory auditors nor the
secretarial auditor has reported to the Audit Committee, under Section 143(12) of the
Companies Act, 2013, any instances of fraud committed against the Company by its officers
or employees, the details of which would need to be mentioned in the Board's Report,
which forms part of this Annual Report.
23. MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes and commitments affecting the
financial position of your Company between the end of the financial year to which the
financial statement relates and date of this Report, which could have an impact on your
Company's operation in the future or its status as a “Going Concern”.
24. CHANGE IN THE NATURE OF BUSINESS:
There has been no change in the nature of business of your Company.
25. DEPOSITS:
During the year, your Company has not accepted any deposits within the
meaning of Section 73 and 74 of the Act read together with the Companies (Acceptance of
Deposits) Rules, 2014 and hence there were no outstanding deposits and no amount remaining
unclaimed with the Company as on 31st March 2025.
26. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:
Details of loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013 are as set out in the notes to the
accompanying financial statements provided in this Integrated Annual Report.
27. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the year under review, neither any application was made, nor any
proceedings were pending under Insolvency and Bankruptcy Code, 2016.
28. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT
THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:
There was no one-time settlement entered into with any Bank or
Financial Institutions in respect of any loan taken by the Company.
29. AUDITORS:
29.1 STATUTORY AUDITORS
The present Statutory Auditors, M/s. Shah Mehta and Bakshi, Chartered
Accountants (Firm Registration. No. 103824W) were appointed at the 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 AUDITOR'S REPORT
The observations made by the Statutory Auditors in their Report read
with the relevant notes as given in the Notes to the Financial Statement for the Financial
Year ended on 31st March 2025 are self- explanatory and are devoid of any reservation,
qualification or adverse remarks.
29.2 SECRETARIAL AUDITOR
In terms of provisions of Section 204 of the Act, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of SEBI Listing Regulations, the Board, at its Meeting held on 29th May
2024 had appointed Mr. Hemang Mehta, Proprietor of M/s. H. M. Mehta & Associates,
Practicing Company Secretaries (COP No. 2554), to conduct Secretarial Audit for the
Financial Year 2024-25.
Further In terms of provisions of Section 204 of the Act, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of SEBI Listing Regulations and based on the recommendation of Audit
Committee, the Board of Directors at its meeting held on 13th August, 2025 have
recommended appointment of Mr. Kamal A Lalani, Peer-reviewed Practicing Company
Secretaries (Membership No. A37774 & Peer Review Number 6618/2025), to undertake the
Secretarial Audit of the Company for a period of five years effective from the Financial
Year 2025-26. The proposed Secretarial Auditors have confirmed that they are not
disqualified from being appointed as Secretarial Auditors of the Company. The proposed
re-appointment is required to be placed before the Members in a General Meeting for their
approval. Accordingly, a resolution seeking Member's approval for the said an
appointment of Mr. Kamal A Lalani, Peer-reviewed Practicing Company Secretaries as
Secretarial Auditor is included in the Notice convening the 34th Annual General Meeting.
SECRETARIAL AUDIT REPORT
The report of the Secretarial Auditor in the prescribed Form MR-3 is
annexed herewith as ANNEXURE-4. The Secretarial Auditor's Report for Financial
Year 2024-25 does not contain any qualification, reservation or adverse remark, except to
the extent as mentioned below
1. The Board of Directors of the Company had passed a circular
resolution for acting as co-borrower in respect of borrowings availed by its Subsidiary
Company namely Maximus International Limited. Accordingly, there was a non-compliance to
the extent of paragraph 1.3.8 read with Annexure A of SS- 1.
Management's response to the aforementioned noncompliance is provided
in Point No. 40 of this report.
ANNUAL SECRETARIAL COMPLIANCE REPORT
The Company has undertaken an audit for the Financial Year 2024-25 for
all the applicable compliances as per SEBI Regulations and Circulars/Guidelines issued
thereunder and the same was obtained from Mr. Hemang Mehta, Proprietor of M/s. H. M. Mehta
& Associates, Practicing Company Secretaries, Vadodara, Gujarat.
The Annual Secretarial Compliance Report for Financial Year 2024-25 was
submitted to the Stock Exchange in accordance with the timelines prescribed under Listing
Regulations.
29.3 INTERNAL AUDITOR
M/s. DVG & Associates, Chartered Accountants, Vadodara (Firm
Registration No: 130882W) has been appointed as Internal Auditors for Financial Year
202425 under Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules,
2014.
30. COST AUDIT:
Your Company is not required to maintain cost accounting records as
specified under Section 148(1) of the Act read with the Companies (Cost Records and Audit)
Rules, 2014.
31. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has established a Vigil Mechanism and adopted a Vigil
Mechanism Policy for its Directors and Employees in order to ensure that the activities of
the Company and its employees are conducted in a fair and transparent manner by adoption
of highest standards of professionalism, honesty, integrity and ethical behavior.
This policy is posted on the website of Company at
www.optimusfinance.in
32. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has a formal system of internal control testing which
examines both the design effectiveness and operational effectiveness to ensure reliability
of financial and operational information and all statutory/regulatory compliances. The
Company has a strong monitoring and reporting process resulting in financial discipline
and accountability.
33. CHANGES IN SHARE CAPITAL:
During the year under review, the Board of Directors, at its meeting
held on 16th January, 2025 approved the sub-division (stock split) of existing Equity
share having a face value of Rs. 10/- each into Equity Shares of face value of Re.1/- each
fully paid up. The said sub-division was subsequently approved by the shareholders through
an Ordinary Resolution passed by way of postal ballot process on 21st February, 2025 . The
record date for the sub-division was fixed as 21st March, 2025.
The Capital structure of the Company as on 31st March,2025 is as
follows:
Type of Capital |
No. of shares |
Face Value (In Re.) |
Total Share capital (In Rs.) |
| Authorised Share Capital |
7,50,00,000 |
1 |
7,50,00,000 |
| Issued, Subscribed and Paid-Up Share Capital |
7,47,23,000 |
1 |
7,47,23,000 |
Further, during the year under report the Company has not made buyback
of shares or has not issued Bonus Shares, Sweat Equity Shares, Equity with differential
voting rights and Employee stock option.
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 by your Company
during Financial Year 2024-25:
Sr. No. |
Particulars |
Number |
| 1 |
No. of complaints received during the year |
NIL |
| 2 |
No. of complaints disposed off during the
year |
NA |
| 3 |
No. of cases pending for more than 90 days
during the year |
NIL |
A copy of the said policy is available on the website of the Company at
www.optimusfinance.in
COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:
During the FY 2024-25 the Company has complied with the applicable
provisions of the Maternity Benefit Act, 1961, including relating to maternity leave and
other benefits to the women employees.
38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Since the Company is not a manufacturing company, the information
pertaining to conservation of energy, technology absorption, foreign exchange earnings and
outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3)
of the Companies (Accounts) Rules, 2014 is not applicable to the Company.
The Company has neither earned nor used any foreign exchange during the
year under review.
39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review as
stipulated under Regulation 34(2)(e) of the SEBI Listing Regulations is presented in ANNEXURE-6
and the same is for the part of this Report.
40. COMPLIANCE WITH SECRETARIAL STANDARDS:
Your company has devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and approved by the Central Government under Section 118(10) of the
Act from time to time and that such systems are found to be adequate and operating
effectively. However, due to an inadvertent oversight, The Board of Directors of the
Company had passed a circular resolution for availing of loan from Banker of the Company
which leads to a non-compliance to the extent of paragraph 1.3.8 read with Annexure A of
SS-1.
Managements response to the Non-Compliance: The management took
cognizance of the said noncompliance and the matter was duly discussed and ratified by the
Board of Directors at its meeting held on 28th April, 2025.
41. LISTING OF EQUITY SHARES:
The Equity Shares of the Company are listed on the BSE Limited (BSE).
42. GREEN INITIATIVES:
In commitment to keep in line with the green initiatives and going
beyond it, electronic copy of the Notice of 34th Annual General Meeting of the Company
including the Annual Report for Financial Year 2024-25 are being sent to all Members whose
e-mail addresses are registered with the Company/ Depository Participant(s).
43. ACKNOWLEDGEMENT:
Your Directors express their gratitude to all other external agencies
for the assistance, cooperation and guidance received. Your Directors place on record
their deep sense of appreciation for the dedicated services rendered by the workforce of
the Company.
For and on behalf of the Board
For Optimus Finance Limited
SD/-
Dipak Raval Chairman & Whole Time Director
DIN:01292764
Date: 13.08.2025
Place: Vadodara
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