Decipher Labs Ltd

AGM details

• Date: 30 September 2026; Time: 11:00 IST; Mode: VC/OAVM.
• Record date: 23 September 2026.
• Total on-record shareholders: 29,612.
• Attendees via VC: 1 promoter group and 77 public.

Key resolutions

• Resolution 1 (Ordinary): Adopt standalone and consolidated financial statements and reports for FY2025-26.
• Resolution 2 (Ordinary): Re-appoint Sushant Mohan Lal as director by rotation.
• Resolution 3 (Ordinary): Appoint Ramanatham & Rao as Statutory Auditors.
• Resolution 4 (Special): Appoint Bhupendralal Waghray as independent director.
• Resolution 5 (Ordinary): Approve material related party transactions with Saya Healthcare Private Limited.

Voting results

• Resolution 1 passed; 272,711 in favour, 0 against.
• Resolution 2 passed; 272,711 in favour, 0 against.
• Resolution 3 passed; 272,711 in favour, 0 against.
• Resolution 4 passed; 272,711 in favour, 0 against.
• Resolution 5 passed; 272,711 in favour, 0 against.

Dividend

• Dividend: No dividend declared or proposed.

Director changes

• Sushant Mohan Lal re-appointed as director (by rotation).
• Bhupendralal Waghray appointed as independent director.

Auditor appointments

• M/s Ramanatham & Rao, Chartered Accountants, appointed as Statutory Auditors.

Material related party transactions

• Approval of material related party transactions with Saya Healthcare Private Limited (sale/purchase).

AGM Details

• AGM held on 30 September 2026 at 11:00 AM via VC/OAVM.
• Record date: 23 September 2026.
• Meeting concluded at 11:23 AM.

Key Resolutions

• Resolution 1 (Ordinary): Adopt standalone and consolidated financial statements for year ended 31 March 2026.
• Resolution 2 (Ordinary): Re-appoint Mr. Sushant Mohan Lal by rotation.
• Resolution 3 (Ordinary): Appoint Ramanatham & Rao as Statutory Auditors.
• Resolution 4 (Special): Appoint Bhupendralal Waghray as independent director.
• Resolution 5 (Ordinary): Approve material related party transactions with Saya Healthcare Private Limited.

Voting Results

• All five resolutions passed with the requisite majority.

Dividend

• No dividend proposed or declared.

Directors / Auditors

• New independent director appointed: Bhupendralal Waghray.
• Statutory auditors appointed: Ramanatham & Rao, Chartered Accountants.

Material Related Party Transactions

• Counterparty: Saya Healthcare Private Limited; nature: related-party sale and purchase; value undisclosed.

Other Material Approvals

• No other material approvals disclosed.

Decipher Labs Limited - Closure of trading window from 01.10.2026 till 48 hours after the declaration of un audited financial results for the quarter and half year ending 30.09.2026

Update details

• Annual Report and AGM Notice for FY2025-26 dispatched to shareholders by mail on 08.09.2026.
• Public notice including book closure published in Financial Express (English) and Mana Telangana (Telugu) on 09.09.2026.
• AGM scheduled for 30 September 2026.

AGM filing for Decipher Labs Ltd shows no actionable resolutions in provided chunk

Financials

• Standalone revenue from operations: 113.67 Lakhs; standalone net loss: 24.68 Lakhs.
• Consolidated revenue from operations: 1427.49 Lakhs; consolidated net loss: 308.43 Lakhs.
• Standalone EPS: (0.24); Consolidated EPS: (3.05).
• Dividend for FY 2025-26: not declared.
• Share capital unchanged at Rs 10.10 crore; authorized capital Rs 10.50 crore.
• AGM scheduled for 30 September 2026; via VC/OAVM.

Operations & geography

• Standalone segment revenue: Pharma 67.50 Lakhs; Consultancy 46.04 Lakhs.
• Consolidated segment revenue: Pharma 67.50 Lakhs; Consultancy 1,337.90 Lakhs.
• Geographic revenue mix (Consolidated): India 67.50 Lakhs; Outside India 1,337.90 Lakhs.
• Major customer accounts for 72.87% of Pharma revenue.
• Subsidiaries: Decipher Software Solutions LLC (US) and Decipher Middle East W.L.L (Bahrain).
• Divestment plan: potential divestment of US subsidiary and its step-down subsidiary, subject to approvals.
• AGM and disclosures consistent with SEBI LODR requirements.
• SEBI order (31-Jul-2025) imposes penalties and disgorgement; SAT stay; appeal in progress.

Dividends & capital

• Dividend: not declared for FY 2025-26.
• Authorized share capital Rs 10.50 crore; paid-up capital Rs 10.10 crore.
• No external debt raised; related party borrowings exist (Rs 50.32 L current).

Related party transactions

• Material RPT with Saya Healthcare Private Limited (SHPL) approved; aggregate up to Rs 10 crore for FY2026-27.
• RPT breakdown includes sales and purchases with SHPL; terms at arm's length.
• SHPL is related due to director's family connections; indirect director/shareholding noted.
• Audit Committee and Board approvals obtained; omnibus approval not sought; RPTs disclosed per standards.

Governance & regulatory

• SEBI order dated 31-Jul-2025 includes debarment and disgorgement; SAT stay; appeal in progress; next hearing 18-Nov-2026.
• Secretarial audit: minor observations; management to strengthen disclosures; no fraud reported.
• Auditors: Statutory Ramanatham & Rao; Secretarial Aakanksha Dubey & Co.
• Board meetings: 6; Audit Committee: 5; Nomination & Remuneration: 4; Stakeholders: 1.

Subsidiaries & divestment

• Subsidiaries: Decipher Software Solutions LLC (US); Decipher Middle East W.L.L (Bahrain).
• Proposed divestment of US subsidiary and its step-down subsidiary; approvals required; could impact financials.
• Consolidated financials include these entities; Goodwill and deferred tax figures disclosed.

Outlook & strategy

• Outlook remains subdued; management emphasizes cost control and liquidity preservation.
• Strategy focuses on asset-light opportunities, partnerships, and selective, lower-risk growth opportunities.
• Risk areas include regulatory changes, market volatility, and geopolitical developments requiring prudent capital deployment.

AGM Details

• AGM date/time: 30 September 2026 at 11:00 AM; mode: VC/OAVM.
• Record date: 23 September 2026; book closure: 23–30 September 2026.
• Notice dispatched and annual report released on 8 September 2026.

Resolutions Put to Vote

• Ordinary: adopt standalone and consolidated financial statements.
• Ordinary: re-appoint Sushant Mohan Lal by rotation.
• Ordinary: appoint Ramanatham & Rao as statutory auditors for five years.
• Special: appoint Bhupendralal Waghray as Independent Director for five years.
• Special: approve material related party transactions with Saya Healthcare Private Limited up to Rs 10 crore for FY 2026-27.

Voting Results

• Voting results for the resolutions are not disclosed in this filing.

Dividend

• Dividend: no dividend was declared or paid during the year.

Director Changes

• Sushant Mohan Lal: Executive Director to Non-Executive Director on 30 May 2025.
• Dalavath Amarsingh: appointed Whole-time Director on 13 November 2025.
• Ankita Mathur: Additional Director (Executive) from 30 May 2025; resigned 14 August 2025.
• Bhupendral Waghray: Independent Director/additional from 13 Aug 2026; appointed for five years.
• Lakshmi Vijaya Nimmala: Independent Director resigned 13 September 2026.

Auditor Appointments

• Statutory Auditor Ramanatham & Rao appointed for five years (40th–45th AGM).
• Proposed audit fees: Rs 2,00,000 per annum plus taxes and out-of-pocket expenses.

Material Related Party Transactions

• RPT with Saya Healthcare Private Limited up to Rs 10 crore for FY 2026-27 (Rs 5cr sales, Rs 5cr purchases).
• FY 2025-26 services provided: Rs 0.70 crore; RPT to be arm's length.
• RPT approvals subject to Audit Committee/Board oversight; no material deviation.

Other Material Approvals

• No ESOP proposals, no major corporate actions disclosed.

Auditor retirement and rotation

• Current statutory auditor M/s Ramanatham & Rao will retire on expiry of tenure.
• Retirement takes effect after the 40th AGM for FY2025-26, by 30 September 2026.
• Outgoing auditor cited expiry of tenure; no concerns or disagreements reported.
• Annexure A provides regulatory details on the auditor retirement and related disclosures.
• Effective date follows AGM conclusion; new auditor appointment will be considered subsequently.
• Auditor rotation is routine and compliant under Companies Act 2013.
• No change in management or financial statements due to retirement.

Standalone results

• Revenue from operations ₹581 lakhs; Total income ₹981 lakhs.
• Loss before tax ₹7.85 lakhs; loss after tax ₹7.93 lakhs.
• EPS (basic and diluted) ₹-0.17 each.
• Segment revenue: Manufacturing drugs ₹0.40 lakhs; Consultancy ₹541 lakhs; Total ₹981 lakhs.

Consolidated results

• Revenue from operations ₹241.39 lakhs; Total revenue ₹251.13 lakhs.
• Consolidated loss before tax ₹218.52 lakhs; after tax ₹218.57 lakhs.
• Total comprehensive income ₹-193.11 lakhs.
• Subsidiaries included: Decipher Software Solutions LLC (USA) and Decipher W.L.L Bahrain.

Notes & audit

• Audit Committee and Board reviewed / approved results on 13-Aug-2026.
• Labour Codes effective 21-Nov-2025; company estimates no liability for own employees.

Financial results

• Unaudited standalone and consolidated Q1 2026 results approved for quarter ended 30 June 2026.
• Limited Review Reports (standalone and consolidated) approved.

Director appointment

• Bhupendralal Waghray appointed as Independent Additional Director for five years from 13 Aug 2026, subject to member approval.

Governance & regulatory updates

• Audit Committee reviewed results; Board approved on 13 August 2026.
• New Labour Codes effective 21 November 2025; no liability for own employees.
• Evaluating potential impacts on contract workforce.
• Consolidated results include wholly owned subsidiary Decipher Software Solutions LLC (USA) and step-down Decipher W.L.L., Bahrain.