Octaware Technologies Limited shareholders approved the shifting of the company's registered office from Maharashtra to Uttar Pradesh during its 21st Annual General Meeting (AGM) held on September 30, 2026. The meeting, conducted via video conferencing, also sanctioned borrowing funds beyond statutory limits and granting loans to several overseas subsidiaries.

The proceedings confirmed the adoption of audited financial statements for FY26 and the re-appointment of Mohammed Aslam Qudratullah Khan as Managing Director. The board also approved the appointment of M/s JBK & Associates as Statutory Auditors and M/s R&D Company Secretaries as Secretarial Auditors for the upcoming period.

Key resolutions passed

Shareholders voted on a mix of ordinary and special business items, with significant focus on capital structure and related-party transactions. The special resolutions included authorizing loans to Octaware Information Technologies Private Limited, Octaware Gulf FZE in Dubai, Octaware Gulf QFC in Qatar, and Octaware Co. KSA in Saudi Arabia. Additionally, the conversion of existing loans into equity shares was approved.

Voting results and scrutiny details

The Scrutinizer's Report, submitted by Debabrata Deb Nath of R&D Company Secretaries, confirmed that all resolutions were passed with requisite majority. For ordinary business items such as the adoption of financial statements and director appointments, 25,58,724 votes were cast in favor (100% of valid votes), with zero votes against.

However, the voting pattern for special resolutions regarding loans to related parties and loan-to-equity conversions differed significantly. Due to conflict of interest rules under the Companies Act, 2013, votes cast by interested shareholders were excluded from the valid vote count. Specifically, one shareholder holding 18,36,700 equity shares and another holding 7,17,224 equity shares had their votes treated as interested and invalid for these specific items. Consequently, only 4,800 shares constituted the valid votes for these resolutions, all of which were cast in favor (100%).

Governance and attendance details

The meeting commenced at 3:30 pm and concluded at 4:15 pm. A total of eight members attended via video conferencing. Mr. Alok Ranjan, Additional Director, signed the proceedings report. The company noted that the Statutory Auditors' Report for FY26 contained no qualifications or adverse remarks, though the Secretarial Auditors made certain observations which were addressed in the Directors' Report.

Strategic implications of office relocation

The approval to shift the registered office from Maharashtra to Uttar Pradesh marks a significant administrative change for the company. While the source does not specify operational reasons, such shifts often align with state-specific industrial policies or tax incentives. The simultaneous authorization of loans to multiple international entities suggests a continued focus on expanding or supporting its global footprint in the Middle East.

Octaware Technologies has accepted the resignation of Ms Vidya Hemakar Shetty as Non-Executive Independent Director. Her tenure ended at the close of business on September 7, 2026.

The Board of Directors noted the resignation during its meeting on September 8, 2026. Ms Shetty cited pre-occupation with other professional assignments as the reason for her departure.

Regulatory Disclosure

The company made the disclosure pursuant to Regulation 30 and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Specifically, it referenced Para A, Part A, Clauses 7 and 7B of Schedule III of the SEBI LODR Regulations.

Ms Shetty confirmed in her resignation letter that there are no other material reasons for her exit beyond those stated. She further clarified that there are no unresolved matters requiring her continued involvement as an Independent Director.

Ms Mohammed Aslam Quadratullah Khan, Managing Director of Octaware Technologies, signed the communication to the BSE Limited Corporate Relationship Department.