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 TypeQuarterly
Date of Quarter Ending31-12-2025
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 31st December,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 31st December, 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
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
2NA20-02-201920-02-202482.122240
3NA31-12-202131-12-202148.012220
4NA31-12-202131-12-202148.012244



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*
113-08-2025Yes443
213-11-202591Yes443



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)
1Audit Committee13-08-2025Yes4430
2Audit Committee13-11-202591Yes4430
3Nomination and remuneration committee13-08-2025Yes3330
4Stakeholders Relationship Committee13-11-202591Yes3320



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



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
Date29-01-2026



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 Tax30-09-2024Show-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 31st December, 2025, since the last disclosure.