Optimus Finance has confirmed its 35th Annual General Meeting for September 30, 2026. The company fixed September 23, 2026 as the record date for e-voting eligibility.

The meeting will address critical governance matters, including a change in statutory auditors and significant board appointments. Shareholders on record as of the cut-off date will be entitled to avail remote e-voting facilities through CDSL from September 27 to September 29, 2026.

The company seeks shareholder approval to appoint M/s. Ambalal M. Shah & Co. as its new statutory auditors. This follows the resignation of the outgoing firm, M/s. Shah Mehta and Bakshi, which cited non-acceptance of a proposal to increase audit fees. The proposed annual fee for the new auditors is ₹1,32,300 for FY27.

What the Numbers Show

The proposed related-party transactions represent a substantial portion of the company's operational scale. The board has sought omnibus approval for loans, advances, and investments totaling up to ₹50 crore per related party entity across eight entities. This aggregate exposure is significant relative to the company's size, with individual transaction values estimated at 27% of the listed entity's annual consolidated turnover from FY26. The transactions are structured to support operational cash flows for subsidiaries and step-down subsidiaries in the lubricants and petroleum sectors.

Board and Governance Changes

The AGM will also focus on leadership continuity and expansion:

• Whole Time Director: Shareholders will vote on the reappointment of Mr. Dipak Raval as Whole Time Director for five years, extending his tenure beyond the age of 70. His monthly remuneration is set at ₹3,30,000.
• Independent Directors: The board proposes the reappointment of Ms. Divya Zalani for her second consecutive five-year term. Additionally, Mr. Ramesh Kheradia will be appointed as an Independent Director for five years, with provisions allowing continuation beyond age 75.

Related Party Transactions

The company requires special resolution approval for material related-party transactions with entities including Maximus International Limited, Sukruti Infratech Private Limited, and various international subsidiaries. These transactions involve providing loans, inter-corporate deposits, and guarantees. The funds are intended to meet business objectives and operational exigencies of the group companies. Interest rates for these borrowings will align with prevailing bank lending rates.

The meeting will be conducted via Video Conferencing or Other Audio-Visual Means.

Optimus Finance Limited approved the appointment of Mr. Ramesh Kheradia as an additional non-executive independent director and M/s. Ambalal M. Shah & Co. as statutory auditor during its board meeting held on August 26, 2026.

The board also reappointed Ms. Divya Zalani as an independent director for a second term. These appointments are subject to shareholder approval at the ensuing 35th Annual General Meeting (AGM).

Director Appointments

The Nomination and Remuneration Committee recommended the appointment of Mr. Ramesh Kheradia, aged 70, effective August 26, 2026. He is not liable to retire by rotation. The company confirmed he is not debarred from holding office under SEBI orders or Section 164 of the Companies Act, 2013.

Mr. Kheradia is a fellow member of the Institute of Company Secretaries of India and a law graduate with over 30 years of experience in corporate laws, foreign exchange management, and SEBI regulations.

Ms. Divya Zalani was reappointed for a five-year term from December 31, 2026, to December 30, 2031. She holds a Bachelor of Commerce degree and is a Chartered Accountant with experience in taxation, audit, and financial management.

Auditor Appointment

The Audit Committee recommended M/s. Ambalal M. Shah & Co., Chartered Accountants, to fill the casual vacancy caused by the resignation of M/s. Shah Mehta and Bakshi. The new appointment is effective August 26, 2026, until the conclusion of the 35th AGM.

The board also proposed appointing them for a five-year term from FY27 to FY31, pending shareholder approval. The firm, established in 1953 and based in Vadodara, holds a Peer Review certificate and is registered with the Western India Regional Council of the Institute of Chartered Accountants of India.

Committee Reconstitution

Consequent to the changes in board composition, the company reconstituted its Audit Committee and Nomination and Remuneration Committee effective August 26, 2026.

Audit Committee Composition

Nomination and Remuneration Committee Composition

The board meeting commenced at 6:10 pm and concluded at 7:30 pm.