OTCO International Limited shareholders approved several key resolutions at its 45th Annual General Meeting held on September 17, 2026.

The meeting, conducted via video conference, saw members approve the consolidation of equity share face value from ₹2 to ₹10 each. This structural change was approved alongside an alteration to the Capital Clause of the Memorandum of Association.

Key Resolutions Approved

Shareholders passed multiple special and ordinary resolutions during the meeting. The most significant corporate actions included:

• Share Consolidation: Approval to increase the face value of equity shares from ₹2 to ₹10 each.
• Borrowing Limits: Increase in borrowing limits by the Board under Section 180(1)(C) of the Companies Act, 2013.
• Asset Charges: Approval for creation of mortgage or charge on company assets under Section 180(1)(A).
• Fund Raising: Approval to raise funds via unsecured loans with an option to convert into equity shares.
• Object Clause: Alteration of the Object Clause in the Memorandum of Association.

Meeting Proceedings

The meeting commenced at 11:00 am and concluded at 11:28 am. A total of 20 members attended the virtual session, establishing the requisite quorum.

All directors and key managerial personnel attended via video conference. Mr. Arun Dash served as Chairman, while Mrs. Bagyalakshmi Tirumalai was present as Whole-time Director. Ms. Madhusmita Panda acted as Company Secretary and Compliance Officer.

Statutory auditors M/s B.N. Misra & Co. and scrutinizer M/s Rajesh Agrawal and Associates were also present. The Chairman provided highlights on financial performance for the fiscal year ended March 31, 2026.

Voting was conducted through remote e-voting and insta-poll facilities. Results will be disseminated to the stock exchange and posted on the company website.

OTCO International Limited recorded zero revenue from operations for FY26, relying exclusively on other income to generate total income of ₹22.13 lakh. The company posted a net profit of ₹2.52 lakh, down from ₹2.95 lakh in the previous year.

The Bengaluru-based firm submitted its annual report to the BSE on August 21, 2026, alongside a notice for its 45th Annual General Meeting (AGM) scheduled for September 17, 2026. The meeting will address significant corporate actions, including an alteration to the Memorandum of Association and a share capital consolidation.

Financial Performance

The company's financial results for the year ended March 31, 2026, show a complete shift away from operational revenue sources compared to the prior year.

Total expenses stood at ₹19.60 lakh, driven primarily by direct expenses of ₹45.14 lakh and changes in inventories of (₹44.19 lakh). Finance costs increased to ₹0.51 lakh from ₹0.05 lakh in FY25. The company did not recommend any dividend for the year.

What the Numbers Show

The divergence between revenue and profit composition highlights a structural shift in income generation. While revenue from operations dropped to zero, other income surged to ₹22.13 lakh, constituting 100% of total income. This other income primarily comprises agricultural income of ₹11.78 lakh and tech service income of ₹10.32 lakh. Consequently, the net profit margin relative to total income expanded significantly to approximately 11.4%, compared to 3.2% in FY25, despite the absolute profit decline.

Balance Sheet & Liquidity

As of March 31, 2026, total assets amounted to ₹914.95 lakh, with current assets comprising ₹858.65 lakh. Inventories dominated the asset side at ₹796.09 lakh, consisting largely of stock of land and work in progress. Cash and cash equivalents rose to ₹26.37 lakh from ₹20.53 lakh.

Current liabilities increased to ₹646.33 lakh, up from ₹592.52 lakh. This rise was largely driven by intercorporate loans from related parties, which stood at ₹371.73 lakh, down from ₹587.67 lakh in the prior year. However, other current liabilities surged to ₹263.11 lakh, primarily due to advances for the sale of land amounting to ₹263.05 lakh. The debt-equity ratio improved to 1.38 times from 2.21 times.

Corporate Actions & AGM

The Board has proposed several special resolutions for shareholder approval:

• Alteration of Object Clause: Expanding business activities into technology, pharma, real estate, energy, and defence sectors.
• Borrowing Limits: Seeking approval to borrow up to ₹100 crore under Section 180(1)(c) of the Companies Act, 2013, including creation of mortgage or charge on assets.
• Share Consolidation: Consolidating equity shares from face value ₹2 to ₹10 each. Every five existing shares will be consolidated into one new share.
• Unsecured Loan with Conversion Option: Approving an unsecured loan facility of up to ₹10 crore from Akhil Avenues Private Limited, with an option for the lender to convert the loan into equity shares.

Ms. Bagyalakshmi Thirumalai retires by rotation and offers herself for reappointment as a Whole Time Director. The AGM will be conducted via Video Conferencing, with remote e-voting available from September 14 to September 16, 2026.