OTCO International will hold its 45th Annual General Meeting on September 17, 2026, via video conferencing to transact several special resolutions aimed at capital restructuring and business diversification. The company seeks shareholder approval to consolidate its equity share capital, altering the face value from ₹2 to ₹10 per share, while simultaneously expanding its operational scope into technology, pharmaceuticals, real estate, energy, and defence sectors.

Capital Restructuring and Share Consolidation

The board proposes consolidating every five existing equity shares of face value ₹2 each into one new equity share of face value ₹10 each. This action reduces the total number of authorized shares from 1.5 crore to 30 lakh, while maintaining the total authorized share capital at ₹3 crore. Similarly, the issued, subscribed, and paid-up share capital remains unchanged at ₹2.59 crore, reducing the share count from approximately 129.68 lakh to 25.93 lakh.

Physical share certificates will be cancelled, with consolidated shares credited to demat accounts after necessary KYC formalities. Fractional entitlements arising from the consolidation will be aggregated and sold by a trustee, with proceeds distributed proportionally to shareholders.

Business Expansion and Object Clause Alteration

The company plans to amend Clause 3(a) and 3(b) of its Memorandum of Association to facilitate entry into emerging sectors. The revised object clause permits activities in technology-enabled platforms, artificial intelligence, IoT, and cybersecurity. Additionally, it authorizes operations in pharmaceutical manufacturing, including APIs and generic medicines, as well as real estate development and renewable energy projects such as solar and wind power generation.

The expansion also covers defence and aerospace technologies, including drones, surveillance systems, and secure communications, subject to requisite governmental approvals. These changes are intended to provide operational flexibility for strategic investments and collaborations in diversified business segments.

Financing and Borrowing Powers

Shareholders will be asked to approve an unsecured loan facility of up to ₹10 crore from M/s. Akhil Avenues Private Limited. This amount includes ₹2 crore already availed. The lender retains the option to convert the outstanding loan, along with accrued interest, into fully paid-up equity shares or other securities in accordance with SEBI ICDR Regulations. The conversion price will be determined based on prevailing market regulations at the time of exercise.

Furthermore, the board seeks approval under Section 180(1)(c) of the Companies Act, 2013, to increase borrowing limits. The proposed resolution allows the board to borrow amounts that, when combined with existing borrowings, may exceed the aggregate of paid-up share capital and free reserves. However, the total outstanding borrowings across the company and its subsidiaries shall not exceed ₹100 crore at any given time. Corresponding approval under Section 180(1)(a) is sought to create mortgages or charges on company assets to secure these borrowings.

Governance and Logistics

Mrs. Bagyalakshmi Thirumalai retires by rotation and offers herself for reappointment as a director. She brings over 15 years of experience in operational management and business administration.

Pursuant to Regulation 42 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 91 of the Companies Act, 2013, the Register of Members and Share Transfer Books will remain closed from September 11, 2026, to September 17, 2026 (both days inclusive). Remote e-voting will be available from September 14, 2026, to September 16, 2026, with a cut-off date of September 10, 2026, for determining voting eligibility.

OTCO International Limited reported a net loss of ₹3.54 lakh for the quarter ended June 30, 2026 (Q1FY26), compared to a net profit of ₹10.20 lakh in the corresponding quarter of FY25. The decline was driven by higher direct expenses and employee benefit costs against nil revenue from operations. Alongside the financial results, the Board approved a 5:1 consolidation of equity shares, enhancing borrowing powers by up to ₹100 crore, and reappointed Bagyalakshmi Thirumalai as a Director.

The Board meeting held on August 12, 2026, also approved the Limited Review Report issued by statutory auditors B.N. Misra & Co. pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company Secretary, Madhusmita Panda, and CFO Sneha Pandda certified the results under Regulation 33(2)(a). The Annual General Meeting for FY2025-26 is scheduled for September 17, 2026, to be conducted via Video Conferencing or Other Audio-Visual Means.

Financial Performance

Total income for Q1FY26 stood at ₹9.40 lakh, derived entirely from other income, as revenue from operations remained at nil. This marks a decrease from ₹16.43 lakh in the previous quarter (Q4FY25) and an increase from ₹5.70 lakh in Q1FY25. Total expenses rose significantly to ₹12.94 lakh from ₹6.23 lakh in the prior quarter and ₹5.48 lakh in the same quarter last year.

Basic earnings per share (EPS) stood at a loss of ₹0.03 per share, down from ₹0.08 in Q4FY25 and ₹0.00 in Q1FY25. The paid-up equity share capital remains at ₹129.68 lakh with a face value of ₹2 per share pending consolidation.

Corporate Actions

The Board approved the consolidation of equity shares in the ratio of 5:1. Every five existing equity shares of ₹2 face value will be consolidated into one equity share of ₹10 face value. This action aims to facilitate a more meaningful representation of share value. Post-consolidation, the authorized share capital will reduce from 1.5 crore shares to 30 lakh shares, while the total authorized capital of ₹3 crore remains unchanged. Similarly, the issued, subscribed, and paid-up capital will reduce from 1.29 crore shares to 25.93 lakh shares, maintaining a total capital of ₹2.59 crore. Completion is expected within three months of shareholder approval.

Additionally, the Board enhanced borrowing powers up to ₹100 crore under Section 180(1)(c) of the Companies Act, 2013, with consequent creation of charge on company assets. The Board also approved raising funds via unsecured loans convertible into equity shares and altered the Object and Capital clauses of the Memorandum of Association accordingly.

What the Numbers Show

The shift from profitability to a loss position in Q1FY26 is primarily attributable to a surge in direct expenses and employee benefits, which outweighed the contribution from other income. With zero revenue from operations, the company’s current income structure relies heavily on non-operational sources, highlighting a dependency that warrants monitoring as operational activities resume.