Octaware Technologies Ltd

Financial snapshot

• Standalone revenue ₹923.40 lakhs; prior year ₹653.65.
• Consolidated revenue ₹1,752.57 lakhs; prior year ₹1,575.10.
• Standalone PAT ₹3.50 lakhs; prior year ₹9.48.
• Consolidated PAT ₹-501.89 lakhs; prior year ₹28.19.
• Standalone EPS ₹0.10; prior ₹0.26.
• Consolidated EPS ₹-13.98; prior ₹0.77.
• Dividend: Board retained profits; no dividend declared.
• Walking Tree stake reached 46.25% (16,60,700 shares) by Jan 2026.

Strategic developments and group structure

• Walking Tree acquisition increased stake to 46.25% (16,60,700 shares) by Jan 2026.
• Open Offer completed for 26.02% stake; 12,700 shares acquired.
• Wholly owned subsidiaries: Octaware Gulf FZE; Octaware Gulf QFC; Octaware Information Technologies Pvt Ltd.
• Step-down subsidiary: Octaware Co. KSA.
• Walking Tree integration strengthens AI and MS-based enterprise solutions.

Capital structure and liquidity

• Paid-up capital ₹359.06 lakhs; 3,590,570 shares.
• Reserves and surplus ₹591.89 lakhs standalone; ₹472.06 consolidated.
• Long-term borrowings: standalone ₹134.50 lakhs; consolidated ₹377.26.
• Trade payables: standalone ₹83.56 lakhs; consolidated ₹201.29.
• Cash and cash equivalents: standalone ₹42.04 lakhs; consolidated ₹83.04.
• Export sales ₹1,353.76 lakhs; standalone export ₹914.79.
• No dividend; no employee stock options.

Governance and management changes

• Ms Divya Mittal appointed Independent Director for five years from Aug 20, 2026.
• Mr Alok Ranjan and Mr Pradeep Lavania appointed Additional Directors from Jan 23, 2026.
• Board includes Independent Directors Rabia Khan and Vidya Hemakar Shetty.
• Secretarial Audit: M/s R&D Company Secretaries; deviations noted; corrective actions planned.

Outlook and opportunities

• IT sector remains positive; AI, cloud, cybersecurity demand rising.
• Walking Tree synergy to expand AI-enabled offerings across Microsoft ecosystem.
• Focus on Microsoft-based enterprise solutions and cloud-enabled services.
• Pursue sustainable, profitable growth and broader international client base.

Audit, risk and internal controls

• Internal financial controls are adequate and effective as of 31 Mar 2026.
• Secretarial standards SS-1/SS-2 deviations noted; processes to be strengthened.
• No material auditor qualifications; separate audit reports issued.

CSR, regulatory and other notes

• CSR not applicable; no public deposits.
• Significant change in ownership/control due to Walking Tree acquisition.
• AGM held via VC/OAVM; remote e-voting available.
• No material orders impacting going concern.

AGM Details

• Board approved Notice for the 21st AGM for the FY ended 31 March 2026.
• AGM scheduled on Wednesday, 30 September 2026 at 3:30 PM.
• Mode: VC/OAVM.
• Notice and Annual Report will be dispatched and hosted on company and BSE websites.
• Meeting concluded at 6:30 PM.

CFO Appointment

• Appointment of Chief Financial Officer and Key Managerial Personnel.
• Venkatesan Devanathan appointed CFO and KMP.
• Effective date: 8 September 2026.
• Profile: 36+ years in finance; previously with Wipro Limited; led teams up to 50.
• Relationships with other directors: Nil.
• Committee memberships: Nil.
• Debarment/Disqualification: Nil.

Resignation details

• Name and designation: Vidya Hemakar Shetty, Non-Executive Independent Director.
• Effective date of resignation: 7 September 2026 (close of business hours).
• Reason for resignation: pre-occupation with other professional assignments (personal reasons stated).
• Confirmation: there are no other material reasons beyond those stated.
• Status change: ceases to be Independent Director of Octaware Technologies.

CFO resignation details

• Name of resigning CFO: Mr Shahnawaz Aijazuddin Shaikh.
• Last working day: 10 August 2026.
• Reason: personal reasons and professional commitments.
• No other material reasons stated.
• Resignation accepted by Board at meeting on 20 August 2026.
• Interim or new CFO transition not disclosed.

Internal Auditor Appointment

• Change type: Appointment of Internal Auditor.
• Appointee: Biswajit Das as Internal Auditor.
• Effective date: 20 August 2026.
• Term: Not specified.
• Reason for change: Nil.
• Brief profile: Biswajit Das, finance professional with 8+ years in accounting, corporate finance, and audit coordination.
• Relationships with directors: Nil.
• Committee memberships: Nil.
• Independence: N.A.
• Debarment: Nil.
• Disqualification: N.A.

Secretarial Auditor Appointment

• Appointed: M/s R&D Company Secretaries as Secretarial Auditors.
• Effective date: 20 August 2026; term: five years (FY2025-26 to FY2029-30).
• Reason: subject to shareholders' approval at the ensuing AGM.
• Brief profile: Peer-reviewed firm; Debabrata Deb Nath, Managing Partner, 17 years' experience.
• Disclosure of relationships with directors: Not Applicable.

Resignation of Independent Director

• Rabia Khan resigns as Non-Executive Independent Director, effective 13 August 2026, due to personal reasons.

Independent Director Appointment

• Appointment of Divya Mittal as Additional Director (Non-Executive Independent).
• Effective 20 August 2026; first term five years to 19 August 2031, subject to shareholders' approval.
• Reason: appointment as an Additional Director.
• Profile: MBA in Marketing; 20+ years in pharma/healthcare; HR and marketing leadership.
• No relationships with other directors disclosed.
• Independence confirmed; not debarred or disqualified.
• No committee memberships at appointment.
• Board composition updated with independent director appointment; subject to shareholder approval.