OTCO International Ltd

OTCO International Limited — Trading Window closed from 1st October, 2026; opens 48 hours after declaration of financial results for the quarter and half year ended on 30th September, 2026

AGM Details

• Date of AGM: 17 September 2026.
• Mode: Video conferencing; no physical attendance.
• e-Voting cut-off: 10 September 2026.
• Shareholders on cut-off: 3,995.
• Attendance: 0 in person; 1 promoter group and 19 public via VC.

AGM Details

• AGM held on 17 Sep 2026 at 11:00 IST via Video Conference / OAVM.
• Meeting concluded at 11:28 IST, including voting period.
• Quorum of 20 members attended via VC.

Resolutions

• Ordinary: Adopt audited financial statements, notes, and Directors' report.
• Ordinary: Re-appoint Mrs. Bagyalakshmi Thirumalai on rotation.
• Special: Alter Object Clause of Memorandum of Association.
• Special: Increase limits of borrowing by the Board.
• Special: Creation of mortgage or charge on assets.
• Special: Consolidate share capital (change in face value).
• Special: Alter Capital Clause of the Memorandum.
• Special: Raise funds via unsecured loan with option to convert.

AGM Details

• Date and time: 17 Sep 2026 at 11:00 IST via video conference.
• Mode: VC/OAVM; quorum 20 members attended.

Resolutions Put to Vote

• Ordinary: adopt audited balance sheet, P&L, cash flow, notes, and reports.
• Ordinary: re-appointment of Bagyalakshmi Thirumalai who retires by rotation.
• Special: Alteration of object clause of MOA.
• Special: Increase borrowing limits under Section 180(1)(C).
• Special: Approvals for creation of mortgage or charge on assets.
• Special: Consolidation of share capital from Rs 2 to Rs 10 face value.
• Special: Alteration in Capital Clause (Clause V) of MOA.
• Special: Raising funds via unsecured loan with option to convert into equity.

Voting Status

• Results not disclosed in filing; to be disseminated later.

Dividend

• No dividend proposed or declared.

Directors

• Re-appointment of Mrs. Bagyalakshmi Thirumalai by rotation.

Financial performance

• Total income for 2025-26: Rs 22.13 Lakhs.
• Net profit for 2025-26: Rs 2.52 Lakhs; prior year Rs 2.95 Lakhs.
• EPS: Rs 0.02 for 2025-26.
• Revenue from operations not disclosed; depreciation Rs 2.87 Lakhs, finance costs Rs 0.51 Lakhs.
• Total assets approx. Rs 9.15 Crore; total equity Rs 2.69 Crore.
• Inter-company loans from related parties: Rs 3.717 Crore (current).
• Dividend declared for 2025-26: none.

Capital actions & funding

• Alteration of object clause to cover technology, pharma, real estate, energy, defence.
• Borrowing limit proposed up to Rs 25 Crore; security/charge authorized.
• Record date for consolidation to be fixed by Board; fractional entitlements held in escrow.
• Consolidation of equity shares: 5 old Rs 2 shares into 1 new Rs 10 share.
• Post-consolidation issued capital: 25,93,624 shares; authorized Rs 3 Crore.
• Alteration of MOA/capital clause to reflect new authorized capital Rs 3 Crore.

Share capital & equity structure

• Record date to determine entitlement for consolidation fixed by Board.
• Fractional entitlements to be settled via escrow and proceeds distributed.
• Consolidation leads to new equity share of Rs 10; nominal changes reflected in records.

Board & governance changes

• Alok Dash appointed Independent Director on 13 Aug 2025.
• Shaine Mundaplakkal Sunny resigned as Independent Director on 13 Aug 2025.
• Madhusmita Panda redesignated Company Secretary & Compliance Officer from 13 May 2025.
• Sneha Pandda appointed Chief Financial Officer from 13 May 2025.
• Arun Dash remains Independent Director and Chair; Bagyalakshmi Thirumalai remains Executive Director.

Audit, risk & internal controls

• Statutory Auditor: M/s B N Misra & Co for five years to 2027-28.
• Internal auditor: M/s Sanjay Parhi & Co; re-appointed for 2026-27.
• Secretarial auditor: V. Nagarajan; no qualifications reported.
• Internal controls are adequate; no material weaknesses observed.

Regulatory disclosures & AGM

• 45th AGM scheduled Sept 17, 2026 via VC/OAVM.
• Remote e-voting from Sept 14 to Sept 16, 2026; cut-off Sept 10, 2026.
• Notice and annual report available on otco.in and BSE/e-voting portal.
• Corporate governance not applicable due to small size and thresholds.

Related party & CSR

• FY2025-26 related party transactions: none.
• CSR not applicable; no CSR policy required.

Book closure details

• Book closure for 45th AGM from Sep 11-17, 2026 (inclusive) for equity shares.

AGM Details

• Date/time/mode: 17 September 2026, 11:00 AM, VC/OAVM.
• Record date for voting: 10 September 2026.
• Register of Members and share transfer books closed: 11-17 September 2026.
• E-voting window: 14-16 September 2026; cut-off date 10 September 2026.
• AGM conducted through VC/OAVM per MCA/SEBI guidelines.

Ordinary resolutions

• Adopt audited financial statements for year ended 31 March 2026.
• Re-appoint Bagyalakshmi Thirumalai as director retiring by rotation.

Special resolutions

• Alter MOA object clause to expand main objects and matters for furtherance.
• Increase borrowing limit to Rs 100 crore (or higher) under section 180(1)(C).
• Approve creation of mortgage/charge on assets to secure borrowings.
• Consolidate equity shares from Rs 2 to Rs 10; MOA amendment.
• Alter capital clause to reflect new authorized capital of Rs 3 crore.
• Raise unsecured loan with conversion option up to Rs 10 crore.

Results & approvals

• Board approved unaudited results for quarter ended 30 Jun 2026 and Limited Review Report.

Capital actions

• Consolidation of shares 5:1; post-consolidation authorized capital Rs 3,00,00,000 and issued capital Rs 2,59,36,240.
• Alteration of Object Clause of MOA and capital clause consequent to consolidation.

Borrowing & funding

• Enhancement of borrowing powers up to Rs 100 crore with charge on assets.
• Raising funds via unsecured loan with option to convert into equity.

Directorship & AGM

• Appointment of Mrs. Bagyalakshmi Thirumalai as Director, retiring by rotation.
• AGM for FY2025-26 scheduled on 17 Sep 2026 via VC/OAVM.

Board timings

• Board meeting held 12 Aug 2026, 11:30 AM to 12:35 PM.

Regulatory certificate

• Regulation 33(2)(a) certificate confirms unaudited results reviewed.