Intimation Regarding Reconstitution of Committees of the Company.

Ref: OFL/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: Optimus Finance Limited Scrip Code: 531254 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 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). 3. Appointment of Statutory Auditors of the Company: Based on the recommendation of Audit Committee, The 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 35th 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 35th AGM till the conclusion of the 40th 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 35th 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). 4. 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 Whole Time 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 06.10 P.M. and concluded at 7.30 P.M. You are requested to take the aforesaid information on your record. Thanking you, Yours Faithfully, For Optimus Finance Limited Vruti Surti Company Secretary & Compliance Officer Enclosure as above. 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 s . D i v y a Z a l a n i (DIN:11804859), (DIN: 09429881) 2. R eason for change viz. Appointment of Mr. Ramesh Re-appointment of Ms. Divya appointment, reappointment, Kheradia (DIN:11804859), as an Zalani (DIN: 09429881) as an resignation, removal, death or Additional Non-Executive Independent Director for a otherwise. Independent Director of the second term of five (5) Company subject to the approval consecutive years subject to of shareholders of the Company. the approval of shareholders of the Company. 3. Date of appointment/re- Appointment of Mr. Ramesh For the term of 5 (five) Years appointment/cessation (as Kheradia (DIN:11804859), as an effective from 31st applicable) & term of Additional Non - Executive December, 2026 to 30th appointment/reappointment Independent Director on the board December, 2031, (Both days of Company for a term of 5 (five) inclusive) subject to the with effect from 26th August, 2026 approval of shareholders of subject to approval of the Company. Shareholders of the Company. 4. Brief Profile Mr. Ramesh Kheradia is a fellow Ms. Divya Zalani holds member of Institute of Company qualification of Bachelor in Secretaries of India and a Law commerce from M.S Graduate. University of Baroda and Chartered Accounts from He has enriched experience of ICAI. more than 30 years as Practicing Company Secretary and She has enriched working Consultant in the field of experience in practising Corporate Laws, Foreign Exchange areas with various Management, Securities and corporates and firms. Exchange Board of India Regulations, Foreign Contribution At present she is into whole Regulations and Public Issue. time practice as C.A. and providing services in Direct He is also Appearing as an Taxation, Indirect Taxation, authorized representative before Audit and assurance, Central Government, Regional Financial Management, Director, Registrar of Companies, Advisory services, SEBI, SAT, NCLT and NCLAT on Secretarial services and various matters on Corporate Law Book keeping services. Related issues. 5. Disclosure of relationships Mr. Ramesh Kheradia Ms. Divya Zalani is not between directors (in case of (DIN:11804859) is not related to related to any Di [Showing first 8,000 characters — download PDF for full document]