General information about company

Scrip code531254
NSE SymbolNOTLISTED
MSEI SymbolNOTLISTED
ISININE031G01022
Name of the entityOptimus Finance Limited
Date of start of financial year01-04-2025
Date of end of financial year31-03-2026
Reporting Quarter TypeHalf Yearly
Date of Quarter Ending30-09-2025
Type of companyEquity
Whether Annexure I (Part A) of the SEBI Circular dated December 31, 2024 related to Compliance Report on Corporate Governance is applicable to the entity?Yes
Whether Annexure I (Part B) of the SEBI Circular dated December 31, 2024 related to Investor Grievance Redressal Report is Applicable to the entity?Yes
Whether Annexure I (Part C) of the SEBI Circular dated December 31, 2024 related to Disclosure of Acquisition of Shares or Voting Rights in Unlisted Companies is Applicable to the entity?NoThe Company has not made any Acquisition of Shares or Voting Rights in Unlisted Companies in terms of sub-para 1 of para A of Part A of Schedule III during the quarter ended 30th September,2025.
Whether Annexure I (Part D) of the SEBI Circular dated December 31, 2024 related to Disclosure of Imposition of Fine or Penalty is Applicable to the entity?NoThere has been no imposition of fine or penalty on the Company in terms of sub-para 20 of para A of Part A of Schedule III during the quarter ended 30th September, 2025.
Whether Annexure I (Part E) of the SEBI Circular dated December 31, 2024 related to Disclosure of Updates to Ongoing Tax Litigations or Disputes is Applicable to the entity?Yes
Whether Annexure I (Part F) of the SEBI Circular dated December 31, 2024 related to Disclosure Of Loans / Guarantees / Comfort Letters / Securities Etc. is Applicable to the entity?Yes
Risk management committeeNot Applicable
Market Capitalisation as per immediate previous Financial YearAny other
Is SCORE ID Available ?Yes
SCORE Registration IDt00153
Reason For No SCORE ID
Type of SubmissionOriginal
Remarks (website dissemination)
Remarks for Exchange (not for Website Dissemination)



Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory
Whether the listed entity has a Regular ChairpersonYes
Whether Chairperson is related to MD or CEONo
SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directors Date of Birth
1MrDipak Vrajlal RavalABJPR4967M01292764Executive DirectorChairperson19-08-1959
2MrVinay Shrikrishna PandyaAAMPP6714E08368828Non-Executive - Independent DirectorNot Applicable06-09-1966
3MrRahil ThakerAPIPT4491F07907715Non-Executive - Independent DirectorNot Applicable19-03-1987
4MsDivya Chirayu ZalaniCYGPB8134E09429881Non-Executive - Independent DirectorNot Applicable26-02-1990

I. Composition of Board of Directors

Disqualification of Directors under section 164 of the Companies Act, 2013

SrWhether the director is disqualified?Start Date of disqualificationEnd Date of disqualificationDetails of disqualificationCurrent status
1NoActive
2NoActive
3NoActive
4NoActive

I. Composition of Board of Directors

SrWhether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations]Date of passing special resolutionInitial Date of appointmentDate of Re-appointmentDate of cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations)No of Independent Directorship in listed entities including this listed entity [with reference to proviso to regulation 17A(1) & reg. 17A(2)]Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations)Reason for CessationNotes for not providing PANNotes for not providing DIN
1NA10-08-201510-08-20232040
2NA20-02-201920-02-202479.112240
3NA31-12-202131-12-202145.012220
4NA31-12-202131-12-202145.012244


Annexure 1

II. Composition of Committees

Disclosure of notes on composition of committees explanatoryTextual Information(1)

Annexure 1 Text Block

Textual Information(1)NA


Audit Committee Details

Whether the Audit Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
109429881Divya Chirayu ZalaniNon-Executive - Independent DirectorChairperson31-12-2021
201292764Dipak Vrajlal RavalExecutive DirectorMember10-08-2015
308368828Vinay Shrikrishna PandyaNon-Executive - Independent DirectorMember16-05-2019
407907715Rahil ThakerNon-Executive - Independent DirectorMember31-12-2021


Nomination and remuneration committee

Whether the Nomination and remuneration committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
109429881Divya Chirayu ZalaniNon-Executive - Independent DirectorChairperson31-12-2021
208368828Vinay Shrikrishna PandyaNon-Executive - Independent DirectorMember16-05-2019
307907715Rahil ThakerNon-Executive - Independent DirectorMember31-12-2021


Stakeholders Relationship Committee

Whether the Stakeholders Relationship Committee has a Regular ChairpersonYes
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks
109429881Divya Chirayu ZalaniNon-Executive - Independent DirectorChairperson31-12-2021
201292764Dipak Vrajlal RavalExecutive DirectorMember10-08-2015
308368828Vinay Shrikrishna PandyaNon-Executive - Independent DirectorMember16-05-2019


Risk Management Committee

Whether the Risk Management Committee has a Regular Chairperson
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks


Corporate Social Responsibility Committee

Whether the Corporate Social Responsibility Committee has a Regular Chairperson
SrDIN NumberName of Committee membersCategory 1 of directorsCategory 2 of directorsDate of Appointment Date of CessationRemarks


Other Committee

SrDIN NumberName of Committee membersName of other committeeCategory 1 of directorsCategory 2 of directorsRemarks

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Disclosure of notes on meeting of board of directors explanatory
Sr. No.Date(s) of meeting (if any) in the previous quarterDate(s) of meeting (if any) in the current quarterMaximum gap between any two consecutive (in number of days)Notes for not providing DateWhether requirement of Quorum met (Yes/No)Total Number of Directors as on date of the meetingNumber of Directors present* (All directors including Independent Director)No. of Independent Directors attending the meeting*
128-04-2025Yes443
230-05-202531Yes443
313-08-202574Yes443



Annexure 1

IV. Meeting of Committees

Disclosure of notes on meeting of committees explanatory
SrName of CommitteeDate(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order)Maximum gap between any two consecutive (in number of days)Name of other committeeReason for not providing dateWhether requirement of Quorum met (Yes/No)Total Number of Directors in the Committee as on date of the meetingNumber of Directors Present (All Directors including Independent Director)No. of Independent Directors attending the meeting* No. of members attending the meeting (other than Board of Directors)
1Stakeholders Relationship Committee30-05-2025Yes3320
2Audit Committee30-05-2025Yes4430
3Audit Committee13-08-202574Yes4430
4Nomination and remuneration committee28-04-2025Yes3330
5Nomination and remuneration committee13-08-2025106Yes3330



Annexure 1

V. Affirmations

SrSubjectCompliance status (Yes/No)
1The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015Yes
2The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit CommitteeYes
3The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committeeYes
4The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committeeYes
5The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 1000 listed entities)NA
6The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
7The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.Yes
8This report and/or the report submitted in the previous quarter has been placed before Board of Directors.Yes

Annexure 1

SrSubjectCompliance status
1Name of signatoryMs. Vruti Surti
2DesignationCompany Secretary and Compliance Officer



Affirmations on Compliance Requirements for AGM (applicable only for the first half-year filing i.e., 2nd quarter)

I. Affirmations

SrParticularsRegulation NumberCompliance status (Yes/No/NA)If status is “No” details of non-compliance may be given here.
1Copy of the annual report including balance sheet, profit and loss account, directors report, corporate governance report, BRSR & BRSR core, if applicable, displayed on website46(2)Yes
2Presence of Chairperson of Audit Committee at the Annual General Meeting18(1)(d)Yes
3Presence of Chairperson of the nomination and remuneration committee at the annual general meeting19(3)Yes
4Presence of Chairperson of the Stakeholder Relationship committee at the annual general meeting20(3) Yes
5Disclosure of the Secretarial Audit Report of the listed entity and the material subsidiaries in the Annual Report24A(1)Yes
6Compliance with the conditions laid down for Secretarial Auditor or the person signing the Secretarial Compliance Report24A(1A), 24A(1B), 24A(1C)Yes
7Submission of Annual Secretarial Compliance Report24A(2)Yes
8Whether “Corporate Governance Report” disclosed in Annual Report34(3) read with para C of Schedule VYes
Any other information to be provided




Annexure III

1Name of signatoryMs. Vruti Surti
2DesignationCompany Secretary and Compliance Officer




Additional Half yearly Disclosure DISCLOSURE OF LOANS / GUARANTEES / COMFORT LETTERS / SECURITIES ETC. (applicable only for half-yearly filings)

Any Other Information for Disclosure of Loans / Guarantees / Comfort Letters / Securities Etc.Textual Information(1)

I. Disclosure of Loans/ guarantees/comfort letters /securities etc. Refer note below

(A)Any loan or any other form of debt advanced by the listed entity directly or indirectly to
EntityAggregate amount advanced during six monthsBalance outstanding at the end of six months
Promoter or any other entity controlled by them3927100034213391
Promoter Group or any other entity controlled by them00
Directors (including relatives) or any other entity controlled by them00
KMPs or any other entity controlled by them00

(B) Any guarantee / comfort letter (by whatever name called) provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed By

EntityType (guarantee, comfort letter etc.)Aggregate amount of issuance during six monthsBalance outstanding at the end of six months(taking into account any invocation)
Promoter or any other entity controlled by them000
Promoter Group or any other entity controlled by them000
Directors (including relatives) or any other entity controlled by them000
KMPs or any other entity controlled by them000

(C) Any security provided by the listed entity directly or indirectly, in connection with any loan(s) or any other form of debt availed by

EntityType of security (cash, shares etc.)Aggregate value of security provided during six monthsBalance outstanding at the end of six months
Promoter or any other entity controlled by them000
Promoter Group or any other entity controlled by them000
Directors (including relatives) or any other entity controlled by them 000
KMPs or any other entity controlled by them000
(D) Additional InformationTextual Information(2)

II. Affirmations

AffirmationsCompliance StatusCompany Remarks
All loans (or other form of debt), guarantees, comfort letters (by whatever name called) or securities in connection with any loan(s) (or other form of debt) given directly or indirectly by the listed entity to promoter(s), promoter group, director(s) (including their relatives), key managerial personnel (including their relatives) or any entity controlled by them are in the economic interest of the company.YesTextual Information(3)
Name Mr. Milind Joshi
Designation CFO
Place Vadodara
Date30-10-2025

Details of Cyber security incidence

Whether as per Regulation 27(2)(ba) of SEBI (LODR) Regulations, 2015 there has been cyber security incidents or breaches or loss of data or documents during the quarterNo
Number of cyber security incidence or breaches or loss of data event occurred during the quarter
Sr.Date of the eventBrief details of the event



Signatory Details

Name of signatoryMs. Vruti Surti
Designation of personCompany Secretary and Compliance Officer
PlaceVadodara
Date30-10-2025



Investor Grievance Details

No. of investor complaints pending at the beginning of Quarter0
No. of investor complaints received during the Quarter0
No. of investor complaints disposed off during the Quarter0
No. of investor complaints those remaining unresolved at the end of the Quarter0



Disclosure of Updates to Ongoing Tax Litigations or Disputes The updates on tax litigations or disputes in terms of sub-para 8 of para B of Part A of Schedule III read with corresponding provisions of Annexure 18 of the Master Circular are given below:

Any Other Information for Disclosure of Updates to Ongoing Tax Litigations or DisputesTextual Information(1)
Sr. No.Name of the opposing partyDate of initiation of the litigation / disputeStatus of the litigation / dispute as per last disclosureCurrent status of the litigation / dispute
1Assistant Commissioner of Income Tax 30-09-2024Show-cause notice dated 25.09.2024 was issued by the Deputy/Assistant Commissioner of Income Tax, Income Tax Office, Vadodara, to which a written submission was made on 26.09.2024 (dated 08.05.2024). Order dated 30.09.2024 was passed under section 221(1) of the Income Tax Act, 1961, for the Assessment Year 2017-18, directing the Company to pay a sum of Rs.3,85,563/- as penalty u/s 221(1) of the Act. An appeal has been filed by the Company against the said order before the Commissioner of Income Tax (Appeals) on 8th January 2025 against the penalty order dated 30th September 2024.The matter is currently pending with COMMISSIONER OF INCOME TAX, APPEAL ADDL/JCIT(A)-3 DELHI
2Assistant Commissioner of Income Tax Circle -4, Baroda24-08-2018Notice issued by the Assistant Commissioner of Income Tax, Circle - 4, Baroda, under section 10 of the Interest Tax Act, 1974, dated 11.02.2002, the Company had filed the Return of Chargeable Interest on 30.12.2002 declaring chargeable interest as NIL.The Written statement was also submitted before the Honourable Commissioner of Income Tax (Appeals-2), Baroda, on 24th August 2018. An appeal has been filed before the Commissioner of Income Tax (Appeals) in the year 2003 by the erstwhile management. Notably, the current management acquired the erstwhile management [formerly known as Transpek Finance Limited] as on 16/10/2015.The matter is currently pending with Honourable Commissioner of Income Tax (Appeals-2), Baroda.
3Assistant Commissioner of Income Tax Circle -4, Vadodara08-09-2010The order dated 08.09.2010 was passed under Section 143(3) of the Income Tax Act, 1961, for the Assessment Year 2008-09 by the Assistant Commissioner of Income Tax (ACIT), Circle-4, Vadodara. The company submitted its latest response to the Commissioner of Income Tax (Appeals) [CIT(A)] on 30.01.2023. An appeal has been filed before the Commissioner of Income Tax (Appeals) - III on 10.01.2011 against the order dated 08.09.2010 by the erstwhile management. Notably, the current management acquired the erstwhile management [formerly known as Transpek Finance Limited] as on 16/10/2015.The matter is currently pending with Commissioner of Income Tax (Appeals) - III.



Disclosure of Updates to Ongoing Tax Litigations or Disputes The updates on tax litigations or disputes in terms of sub-para 8 of para B of Part A of Schedule III read with corresponding provisions of Annexure 18 of the Master Circular are given below: Text Block

Textual Information(1)There has been no update in the status of the tax litigation / dispute during the quarter ended 30th September, 2025, since the last disclosure.