AGM Details

The 39th Annual General Meeting is scheduled to be held on Wednesday, 30 September 2026 at 5:00 PM through Video Conferencing (VC) / Other Audio-Visual Means (OAVM). The cut-off date for determining members entitled to vote is Wednesday, 23 September 2026.

Ordinary Business

1. To receive, consider, and adopt the Audited Financial Statements for FY 2025-26, including Balance Sheet as at 31 March 2026, Statement of Profit & Loss, Cash Flow Statement, and reports of Auditors and Directors.

2. To appoint a director in place of Mr. Murali Krishna Murthy Sanka (DIN: 00540632), who retires by rotation and offers himself for re-appointment.

Special Business

Item 3: Change in Designation of Mr. Murali Krishna Murthy Sanka

Special Resolution to change his designation from Managing Director to Non-Executive Director, effective 07 September 2026. His proposed remuneration is ₹50,000 per month for a period of 3 years.

Item 4: Change in Designation of Mr. Prashant Prakash Sawant

Special Resolution to change his designation from Whole-time Director to Managing Director, effective 07 September 2026 for a period of 3 years up to 06 September 2029. His remuneration is proposed at Nil.

Item 5: Appointment of Mr. Parveen Satija

Special Resolution to appoint Mr. Parveen Satija (DIN: 00197648) as Director and Whole-time Director, effective 07 September 2026 for a period of 2 years. His proposed remuneration is ₹50,000 per month. He holds 100,526 equity shares (1.24%) in the company.

Financial Highlights (FY 2025-26)

  • Revenue from Operations: ₹10.05 lakhs (FY 2024-25: ₹34.22 lakhs)
  • Other Income: ₹31.45 lakhs (includes exceptional items)
  • Total Revenue: ₹41.50 lakhs
  • Total Expenses: ₹113.84 lakhs
  • Net Loss After Tax: ₹(74.04) lakhs (FY 2024-25: ₹(84.64) lakhs)
  • Earnings Per Share (Basic & Diluted): ₹(0.91)
  • Authorized Share Capital: ₹9.60 crores
  • Paid-up Share Capital: ₹8.13 crores

Historical Financial Performance (₹ in Lakhs)

| Particulars | 2025-26 | 2024-25 | 2023-24 |

| Turnover | 10.05 | 34.22 | 211.15 |

| Net Profit/(Loss) After Tax | (74.04) | (84.64) | (804.10) |

Open Offer Details

  • Execution of SPA: Promoters entered into a Share Purchase Agreement (SPA) dated 10 February 2026 with Mr. Parveen Satija for sale of 100,300 equity shares (1.23% of paid-up capital) aggregating ₹14,69,395, along with transfer of management and control.
  • Trigger of Open Offer: The acquisition triggered Regulations 3(1) and 4 of SEBI (SAST) Regulations, 2011.
  • Public Announcement: Made on 10 February 2026 for an open offer to acquire up to 2,114,162 equity shares (26% of voting capital) at ₹14.65 per share.
  • Outcome: Against an offer size of 2,114,162 shares, only 226 shares were tendered and accepted. The acquisition size was ₹3,310.90 against the proposed ₹3,09,72,473.30.
  • Post-Offer Shareholding: Mr. Parveen Satija's shareholding stood at 100,526 shares (1.24%), up from Nil. Erstwhile promoters ceased to hold any shares and were reclassified from "Promoter" to "Public".
  • Completion: All payment and settlement requirements were completed by 03 July 2026. Post-Offer Advertisement was issued on 10 July 2026.

Board and Management Changes (FY 2025-26)

  • Mrs. Madhu Mala Solanki appointed as Company Secretary and Compliance Officer (01 April 2025).
  • Mr. S. Srinivasa Kumar (CFO) resigned (01 April 2025).
  • Ms. Mounika Pammi appointed as Independent Director (26 May 2025).
  • Mr. Gopal Reddy Bheemreddy (Independent Director) resigned (26 May 2025).
  • Mr. Prashant Prakash Sawant and Mrs. Prakruti Prashant Sawant appointed as Whole-time Directors (10 July 2025).
  • Mr. Sarang Balbhimrao Patodekar appointed as Chairperson and Independent Director (10 July 2025).

Key Committees

  • Audit Committee: Mr. Sarang Balbhimrao Patodekar (Chairperson), Mr. Ajay Vishwakarma, Mrs. Mounika Pammi
  • Nomination & Remuneration Committee: Mrs. Mounika Pammi (Chairperson), Mr. Ajay Vishwakarma, Mr. Sarang Balbhimrao Patodekar
  • Stakeholder Relationship Committee: Mr. Sarang Balbhimrao Patodekar (Chairman), Mr. Ajay Vishwakarma, Mrs. Mounika Pammi

Regulatory and Compliance Notes

  • The company paid a penalty of ₹56,000 plus GST to BSE and NSE for not appointing a Company Secretary and Compliance Officer within 3 months of the vacancy.
  • The Secretarial Audit Report noted non-appointment of an internal auditor for FY 2025-26.
  • The Statutory Auditor's report contained an Emphasis of Matter regarding the net worth being eroded by more than fifty percent and cash losses, but the financial statements were prepared on a going concern basis.
  • No dividend was recommended for FY 2025-26.

E-Voting and AGM Participation Instructions

  • The remote e-voting period commences at 9:00 AM on 27 September 2026 and ends at 5:00 PM on 29 September 2026.
  • Members can join the AGM through VC/OAVM from 4:45 PM on 30 September 2026.
  • The Scrutinizer for the e-voting process is M/s. Vivek Surana & Associates, Practicing Company Secretaries.
  • The company has appointed M/s. KFin Technologies Limited as the agency for facilitating electronic voting.

Other Disclosures

  • The company has no subsidiaries, joint ventures, or associate companies.
  • No deposits were accepted during the year under review.
  • Related party transactions were disclosed and are stated to be at arm's length.
  • The company has a Vigil Mechanism/Whistle Blower Policy in place.
  • No material orders were passed by regulators/courts impacting the going concern status.

#Tags: #OrtinGlobal #AGM2026 #SEBIDisclosure #AnnualReport #FinancialResults #CorporateGovernance #OpenOffer #DirectorAppointments #RegulatoryFiling #Neutral