Decipher Labs Limited held its 40th Annual General Meeting on September 30, 2026, via video conferencing. All five resolutions tabled at the meeting were passed with requisite majority, including the adoption of standalone and consolidated financial statements for FY26.

The meeting commenced at 11:00 am and concluded at 11:23 am. A total of 78 members attended through video conferencing, comprising one promoter representative and 77 public shareholders. The quorum was satisfied, and the proceedings were conducted in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Companies Act, 2013.

Resolutions Passed

The shareholders approved the following items of business:

1. Adoption of the Standalone and Consolidated Audited Balance Sheet as at March 31, 2026, along with the Statement of Profit & Loss, Cash Flow Statement, and Reports of Auditors and Directors.
2. Re-appointment of Mr. Sushant Mohan Lal as Director, who retired by rotation.
3. Appointment of M/s. Ramanatham & Rao, Chartered Accountants, as Statutory Auditors.
4. Appointment of Mr. Bhupendralal Waghay as an Independent Director (Special Resolution).
5. Approval of material related party transactions (sale and purchase) with M/s. Saya Healthcare Private Limited.

Voting Results Summary

Voting was conducted through remote e-voting and electronic voting during the AGM. The results indicate unanimous support for all resolutions from the voting public. Notably, promoters and promoter group members, despite holding a significant stake, did not cast any votes on any resolution.

What the Numbers Show

The voting data reveals a distinct pattern in shareholder participation relative to shareholding structure. While promoters hold 13,39,927 shares (approximately 13.2% of total outstanding shares), they cast 0 votes across all resolutions. Conversely, public non-institutional shareholders, holding 87,60,073 shares, recorded 2,72,711 votes, representing a turnout of approximately 3.11% of their holding. This suggests that the decisions were ratified entirely by the retail/public shareholder base present, with no active voting participation from the promoter group despite their significant stake.

Decipher Labs has announced that its register of members and share transfer books will remain closed from September 24, 2026, to September 30, 2026. This book closure is in connection with its 40th Annual General Meeting (AGM) scheduled for September 30, 2026.

The cut-off date for e-voting for the AGM is fixed as September 23, 2026. The meeting will be held via video conference or other audio-visual means at 11:00 am on the date of the AGM.

Annual Report and Financials

The company previously dispatched its 40th Annual Report for FY26 to shareholders on September 8, 2026. The report confirms the company's consolidated financial performance for the year ended March 31, 2026. Decipher Labs reported a consolidated net loss of ₹308.43 lakh, an improvement from the ₹508.02 lakh loss in FY25. Consolidated revenue from operations declined 37.8% year-on-year to ₹1,405.40 lakh.

Financial Performance

The standalone entity also saw its losses narrow. The standalone net loss decreased to ₹24.68 lakh in FY26 from ₹44.02 lakh in the previous year. Standalone revenue rose 33.1% to ₹113.54 lakh.

The decline in consolidated revenue was primarily due to the consultancy segment, which dropped from ₹2,192.65 lakh in FY25 to ₹1,337.90 lakh in FY26. In contrast, pharmaceutical sales remained relatively stable at ₹67.50 lakh.

Strategic Developments

The Board is considering the divestment of its wholly-owned US subsidiary, Decipher Software Solutions LLC, and its step-down subsidiary in Bahrain. This move aims to streamline operations and focus resources on core businesses amid continued losses in overseas operations.

Additionally, the company has filed an appeal with the Securities Appellate Tribunal (SAT) against a July 2025 order by SEBI. The regulator had imposed penalties and debarred the company and two directors from accessing the securities market for alleged insider trading violations. The SAT has granted a stay on the debarment while the appeal is pending.

AGM Agenda

Shareholders will vote on the re-appointment of Sushant Mohan Lal as a director and the appointment of M/s. Ramanatham & Rao as statutory auditors for five years. A special resolution seeks to appoint Mr. Bhupendralal Waghray as an Independent Director. The meeting will also address material related-party transactions with Saya Healthcare Private Limited.

What the Numbers Show

While the absolute consolidated loss narrowed significantly, the revenue contraction was even sharper. Consultancy services, which contributed over 95% of the previous year's consolidated revenue, saw a 39% drop. This divergence suggests that cost-cutting measures or reduced discretionary spending outpaced the decline in top-line revenue, helping to mitigate the bottom-line impact despite a challenging operating environment.