Orchasp Limited revised the post-allotment dilution figure for its ₹7.11 crore preferential equity issue, correcting a typographical error from 2.12% to 4.15%. The company filed a revised outcome of its board meeting held on August 31, 2026, stating that no other business items or figures changed.

The board had approved the conversion of a loan due to Wahtulmsylh Llmqawlat (promoter group) into equity. The company will issue up to 1,50,00,000 equity shares of face value ₹2 each at an issue price of ₹4.74 per share, including a premium of ₹2.74. This transaction aggregates to ₹7,11,00,000. The "Relevant Date" for this issue is August 28, 2026.

Preferential Issue Details

Director Appointments

The board regularized the appointments of three directors for five-year terms, effective from February and March 2026, pending AGM approval:

• Mrs. Sirisha Pattapurathi: Appointed as Non-Executive Non-Independent Director. She holds an MBA from The University of Sheffield, UK, and has two decades of experience in IT technology management, finance, and risk management. She holds 1,100 equity shares in the company and is related to Managing Director Chandra Sekhar Pattapurathi (brother).
• Mr. Srinivasu Sunkara: Appointed as Independent Director. He holds a Master's degree in Computer Science and a Ph.D. in Data Mining. He is an IT consultant with over two decades of experience and holds no securities in the company.
• Mr. Ravi Prasad Muthyam: Appointed as Independent Director. He is an MBA from Osmania University with over two decades of experience as a Management and Financial Services Consultant. He holds no securities in the company.

AGM Logistics

The 32nd AGM will be held via audio-video conferencing on September 30, 2026. The board finalized logistics including the appointment of Ms. T. Durga Pallavi as scrutinizer for e-voting and fixed record dates and book closure periods. The board meeting commenced at 1:00 pm and concluded at 3:45 pm.

Orchasp Limited reported a consolidated net profit of ₹28.00 lakh for the quarter ended June 30, 2026 (Q1FY27), marking a 48% year-on-year decline from ₹54.22 lakh in Q1FY26. The profit contraction followed a sharp 73% drop in revenue from operations, which fell to ₹208.37 lakh from ₹775.19 lakh in the prior year period. While employee benefit expenses decreased significantly to ₹201.34 lakh from ₹671.91 lakh, helping preserve margins, the company’s reliance on other income—surging to ₹63.41 lakh from ₹2.52 lakh—highlighted a divergence between operational performance and total earnings.

The Board of Directors approved the unaudited standalone and consolidated financial results at its meeting held on August 11, 2026, pursuant to Regulation 30(2) and 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. However, statutory auditors JMT & Associates issued a qualified opinion on both sets of results. The qualification stems from material uncertainties regarding the carrying value of overseas investments, the recoverability of long-outstanding receivables, and delays in remitting statutory dues up to July 30, 2026.

Auditor Qualifications

The qualified opinion raised by JMT & Associates centers on three primary areas of concern:

• Non-Operational Subsidiary: The company holds an investment of ₹6,825 lakh in its wholly-owned subsidiary, Cybermate International, Unipessoal, LDA, located in Portugal. The subsidiary has been non-operational for over six years and received a notice of cancellation of its Certificate of Incorporation due to non-compliance with statutory filing requirements. Orchasp Limited has transferred these investments to a new US-based subsidiary, Orchasp Inc, but auditors noted insufficient clarity on the new entity’s financial position to assess impairment provisions.

• Aged Receivables and Payables: Trade receivables and payables have remained outstanding for more than six months. In the absence of confirmations for these balances, along with various advances and loans, auditors could not verify their recoverability or payability.

• Statutory Dues: Management attributed the delay in paying Tax Deducted at Source (TDS) and other statutory dues to temporary liquidity constraints and stated it is taking steps to regularize the outstanding amounts.

Financial Performance Highlights

Note: All figures are consolidated unless specified. EPS is not annualized.

What the Numbers Show

The sharp contraction in revenue from operations was largely offset by a disproportionate drop in employee benefit expenses, which fell by 70% year-on-year. While this cost-cutting measure preserved profitability in absolute terms, the reliance on other income—jumping from ₹2.52 lakh to ₹63.41 lakh—highlights a divergence between operational performance and total earnings. The significant investment in the non-operational Portuguese subsidiary remains a balance sheet overhang, with auditors unable to validate its carrying value amidst ongoing regulatory compliance issues abroad.