BSECompany Update5d ago · 26 Aug 2026, 08:06 pm

Intimation regarding appointment of Mr. Ramesh Kheradia (DIN:11804859) as an Additional Non-Executive Independent Director of the Company.

Maximus International Ltd · 540401

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Maximus International Ltd has announced the appointment of Mr. Ramesh Kheradia as an Additional Non-Executive Independent Director, re-appointment of Mr. Dipak Raval as Managing Director, and re-appointment of Ms. Divya Zalani as Non-Executive Independent Director. The company has also appointed M/s. Ambalal M. Shah & Co. as Statutory Auditors and reconstituted the Audit Committee and Nomination and Remuneration Committee.

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Maximus International Ltd - 540401 - Announcement under Regulation 30 (LODR)-Change in Directorate

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Ref: MIL/BSE/2026 Date: 26.08.2026 The Corporate Relations Department BSE Limited Department of Corporate Services P J Towers, Dalal Street, Fort, Mumbai-400001. Re: Maximus International Limited Script Code: 540401 Subject: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Dear Sir/Madam, Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we would like to inform you that the Board of Directors of the Company at its meeting held today i.e. on Wednesday, 26th August, 2026 at the Registered Office of the Company, inter alia, have considered and approved the following business: 1. Appointment of Mr. Ramesh Kheradia (DIN:11804859), as an Additional Non-Executive Independent Director of the Company: Based on the recommendation of the Nomination and Remuneration Committee, the Board has approved the appointment of Mr. Ramesh Kheradia (DIN:11804859), Aged 70, as an Additional Non- Executive Independent Director of the Company not liable to retire by rotation with effect from 26th August, 2026, subject to the approval of Shareholders of the Company. Further in compliance with circular no. LIST/COMP/14/2018-19 dated 20th June, 2018 we hereby confirm that Mr. Ramesh Kheradia (DIN:11804859), is not debarred from holding the office of Director by virtue of any SEBI order or any other such authority and he is not disqualified from holding the office of director pursuant to provisions of Section 164 of the Companies Act, 2013. The disclosure as required under Regulation 30 of the SEBI Listing Regulations read with SEBI Master Circular no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 is enclosed herewith. (Annexure –A) 2. Re-appointment of Mr. Dipak Raval (DIN: 01292764) as a Managing Director of the Company: Based on the recommendation of the Nomination and Remuneration Committee, the Board has approved re-appointment of Mr. Dipak Raval (DIN: 01292764) as a Managing Director of the Company, (who is also acting as Whole Time Director of Optimus Finance Limited i.e Holding Company) for a term of 5 (five) years including continuation in office beyond his age of 70 (Seventy) with effect from 7th October, 2026 to 6th October, 2031, (Both days inclusive) being liable to retire by rotation without any remuneration from the Company subject to the approval of Shareholders of the Company. Further in compliance with circular no. LIST/COMP/14/2018-19 dated 20th June, 2018 we hereby confirm that Mr. Dipak Raval (DIN: 01292764), is not debarred from holding the office of Director by virtue of any SEBI order or any other such authority and he is not disqualified from holding the office of director pursuant to provisions of Section 164 of the Companies Act, 2013. The disclosure as required under Regulation 30 of the SEBI Listing Regulations read with SEBI Master Circular no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 is enclosed herewith. (Annexure –A) 3. Re-appointment of Ms. Divya Zalani (DIN: 09429881) as Non-Executive Independent Director of the Company: Based on recommendation of the Nomination and Remuneration Committee, the Board has approved re-appointment of Ms. Divya Zalani (DIN: 09429881) as an Independent Director of the Company, not subject to retirement by rotation, to hold office for a second term of 5 (five) consecutive years with effect from 31st December, 2026 to 30th December, 2031, (Both days inclusive) subject to the approval of shareholders of the Company. Further in compliance with circular no. LIST/COMP/14/2018-19 dated 20th June, 2018 we hereby confirm that Ms. Divya Zalani (DIN: 09429881), is not debarred from holding the office of Director by virtue of any SEBI order or any other such authority and he is not disqualified from holding the office of director pursuant to provisions of Section 164 of the Companies Act, 2013. The disclosure as required under Regulation 30 of the SEBI Listing Regulations read with SEBI Master Circular no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 is enclosed herewith. (Annexure –A). 4. Appointment of Statutory Auditors of the Company: Based on the recommendation of Audit Committee, Board has approved the appointment of M/s. Ambalal M. Shah & Co., Chartered Accountants (Firm Registration No. 0100304W) as Statutory Auditors of the Company to fill the casual vacancy caused due to the resignation of M/s. Shah Mehta and Bakshi, Chartered Accountants (Firm Registration No. 103824W) with effect from 26th August, 2026 till the conclusion of ensuing 11th Annual General Meeting (‘AGM’) of the Company as well as it is also proposed to appoint them as Statutory Auditors of the Company for a term of 5 (five) consecutive years commencing from the conclusion of the said 11th AGM till the conclusion of the 16th AGM (i.e. from FY 2026-27 to FY 2030-31). The said appointment will be placed for the shareholder’s approval at the ensuing 11th AGM of the Company. The disclosure as required under Regulation 30 of the SEBI Listing Regulations read with SEBI Master Circular no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 is enclosed herewith. (Annexure –B). 5. Reconstitution of Committee of the Company: Consequent to the change in composition of Board of Directors of the Company, the Board has approved the reconstitution of the Audit Committee and Nomination and Remuneration Committee of the Company with effect from 26th August, 2026, in accordance with the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations. The Audit Committee is reconstituted as follows: Sr. No. Name of Director Designation in Category of Directorship Committee 1. Ms. Divya Zalani Chairperson Non- Executive Independent Director 2. Mr. Dipak Raval Member Managing Director 3. Mr. Vinay Pandya Member Non- Executive Independent Director 4. Mr. Ramesh Kheradia Member Additional Director Non- Executive Independent Director The Nomination and Remuneration Committee is reconstituted as follows: Sr. No. Name of Director Designation in Category of Directorship Committee 1. Ms. Divya Zalani Chairperson Non- Executive Independent Director 2. Mr. Vinay Pandya Member Non- Executive Independent Director 3. Mr. Ramesh Kheradia Member Additional Director Non- Executive Independent Director The Meeting of the Board of Directors of the Company commenced at 4:30 P.M. and concluded at 6:00 P.M. You are requested to take the aforesaid information on your record. Thanking you, Yours faithfully, For Maximus International Limited Sonali Panchal Company Secretary & Compliance Officer Annexure –A Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Master Circular no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 Appointment / Re-appointment of Directors of the Company. Particulars Disclosure 1. N ame of Director M r . R a m e s h K h e r a d i a M r . D i p a k R a v a l ( D I N : M s . D i v y a Z a l a n i (DIN:11804859) 08616809) (DIN:09429881) 2. R eason for change viz. Appointment of Mr. Re-appointment of Re- appointment of appointment, Ramesh Kheradia Mr. Dipak Raval (DIN: Ms. Divya Zalani reappointment, resignation, (DIN:11804859), as an 08616809) as (DIN: 09429881) as removal, death or otherwise. Additional Non- Managing Director for an Independent Executive Independent a term of 5 (five) years Director for a Director of the subject to the second term of five Company subject to approval of (5) consecutive the approval of shareholders of the years subject to the shareholders of the Company. approval of Company. shareholders of the Company. 3. Date of appointment/re- Appointment of Mr. For the term of 5 (five) For the term of 5 appointment/cessation (as Ramesh Kheradia years effective from (five) years effective applicable) & term of (DIN:11804859), as an 7th Octobe [Showing first 8,000 characters — download PDF for full document]