OTCO International 45th AGM Notice and Annual Report

Net Profit: ₹2.52 lakhs for FY 2025-26 (compared to ₹2.95 lakhs in FY 2024-25)
Total Income: ₹22.13 lakhs for FY 2025-26 (compared to ₹91.10 lakhs in FY 2024-25)
Authorized Share Capital: ₹3,00,00,000 divided into 1,50,00,000 equity shares of ₹2 each
Paid-up Share Capital: ₹2,59,36,240 divided into 1,29,68,120 equity shares of ₹2 each
Earnings Per Share: ₹0.02 for FY 2025-26 (same as previous year)
Reserves and Surplus: ₹9.26 lakhs closing balance
Total Assets: ₹91,494.78 (in thousands)
Total Liabilities: ₹64,632.50 (in thousands)
Inventory Value: ₹79,608.57 (in thousands)

AGM Date: 17th September, 2026 at 11:00 AM through Video Conferencing
Record Date for AGM: 10th September, 2026
Remote E-voting Period: 14th September, 2026 (9:00 AM) to 16th September, 2026 (5:00 PM)
Book Closure: 11th September, 2026 to 17th September, 2026 (both days inclusive)
Board Meeting Dates: 13.05.2025, 13.08.2025, 13.11.2025, 13.02.2026

Statutory Auditors: M/s B.N. MISRA & CO., Chartered Accountants
Secretarial Auditors: V. Nagarajan, Practicing Company Secretary
Internal Auditors: M/s Sanjay Parhi & Co.
Share Transfer Agent: Integrated Registry Management Services Private Limited
Bankers: ICICI BANK LIMITED
Scrutinizer: Mr. Rajesh Kumar Agrawal, Proprietor, M/s. Rajesh Agrawal & Associates

1. Alteration of Object Clause: To diversify into technology, pharma, real estate, energy and defense sectors

2. Increase Borrowing Limits: To raise borrowing limits to ₹100 crores under Section 180(1)(c)

3. Creation of Mortgage/Charge: Approval for creating security on assets under Section 180(1)(a)

4. Share Consolidation: Consolidation of equity shares from ₹2 to ₹10 face value (5:1 ratio)

5. Alteration of Capital Clause: Amendment to Memorandum of Association Clause V

6. Unsecured Loan with Conversion Option: Raising up to ₹10 crores from Akhil Avenues Private Limited with conversion option

Pre-consolidation: 1,29,68,120 shares of ₹2 each = ₹2,59,36,240
Post-consolidation: 25,93,624 shares of ₹10 each = ₹2,59,36,240
Fractional shares: Will be aggregated and sold, proceeds distributed to shareholders
Physical shares: Will be dematerialized and credited to escrow account

Resignations: Mr. Raj Kishor Chourasia (Company Secretary & Compliance Officer) w.e.f. 05.05.2025; Mr. Shaine Mundaplakkal Sunny (Director) w.e.f. 13.08.2025
Appointments: Ms. Sneha Pandda as CFO w.e.f. 13.05.2025; Mr. Alok Dash as Independent Director w.e.f. 13.08.2025
Redesignation: Ms. Madhusmita Panda as Company Secretary & Compliance Officer w.e.f. 13.05.2025

The company witnessed decline in revenue from operations during the year
No dividend recommended for FY 2025-26
No material changes and commitments affecting financial position between 31st March 2026 and date of Board's Report (12.08.2026)
No revision of financial statements
No frauds reported by statutory auditors

Proposed share consolidation will reduce number of shares while maintaining same paid-up capital
Conversion option on unsecured loan could potentially dilute equity if exercised

Board consists of 4 directors (2 independent, 1 executive, 1 non-executive non-independent)
Board met 4 times during the year
All directors attended all meetings except newly appointed director
Company received independence declarations from independent directors
Vigil Mechanism/Whistle Blower Policy in place

Company plans to diversify into new business sectors including technology, pharma, real estate, energy and defense
Management focused on improving operational efficiency and controlling costs
Company will evaluate available business opportunities for sustainable growth