A meeting of the Board of Directors of OTCO International Limited was held on Wednesday, 12th August 2026, commencing at 11:30 A.M. and concluding at 12:35 P.M. at the company's Registered Office in Bangalore.

The Board considered and approved the following items:

1. Financial Results & Review Report:

  • Approved the unaudited financial results for the quarter ended 30th June 2026.
  • Approved the Limited Review Report for the quarter ended 30th June 2026, issued by the statutory auditors, B.N. Misra & Co.

2. Financial Performance (Quarter ended 30.06.2026):

  • Total Income: ₹9.40 lakhs (Previous quarter Q4 FY26: ₹16.43 lakhs; Year-ago quarter Q1 FY26: ₹5.70 lakhs).
  • Total Expenditure: ₹12.94 lakhs (Q4 FY26: ₹6.23 lakhs; Q1 FY26: ₹5.48 lakhs).
  • Loss Before Tax: ₹(3.54) lakhs (Q4 FY26 Profit: ₹10.20 lakhs; Q1 FY26 Profit: ₹0.22 lakhs).
  • Loss for the Period: ₹(3.54) lakhs (Q4 FY26 Profit: ₹10.20 lakhs; Q1 FY26 Profit: ₹0.22 lakhs).
  • Earnings Per Share (EPS): ₹(0.03) for a share of face value ₹2 (Q4 FY26: ₹0.08; Q1 FY26: ₹0.00).
  • Paid-up Equity Share Capital: ₹259.36 lakhs (12,968,120 shares of ₹2 each).

3. Capital Restructuring - Consolidation:

  • Approved the consolidation of the company's equity share capital.
  • The consolidation ratio is 5:1, meaning every five (5) existing equity shares of ₹2 each will be consolidated into one (1) equity share of ₹10 each.
  • The rationale is to facilitate a more meaningful representation of the value of the company's equity shares.
  • Pre-Consolidation Capital: Authorized Share Capital is ₹300.00 lakhs (1,50,00,000 shares of ₹2 each). Issued, Subscribed, and Paid-up Share Capital is ₹259.36 lakhs (1,29,68,120 shares of ₹2 each).
  • Post-Consolidation Capital: Authorized Share Capital will remain ₹300.00 lakhs (30,00,000 shares of ₹10 each). Issued, Subscribed, and Paid-up Share Capital will be ₹259.36 lakhs (25,93,624 shares of ₹10 each). The total share capital value remains unchanged.
  • The expected time of completion is tentatively within 3 months from the date of shareholder approval.
  • The company has only one class of shares.
  • Consequently, the Board also approved the alteration of the Capital Clause (Clause 5) of the Memorandum of Association.

4. Borrowing Powers & Fundraising:

  • Approved the enhancement of borrowing powers pursuant to Section 180(1)(c) of the Companies Act, 2013, not exceeding ₹100 Crores.
  • Approved the consequent creation of a charge on the assets of the company for the same.
  • Approved raising funds by way of an unsecured loan with an option to convert the same into equity shares.

5. Board & Governance:

  • Appointed Mrs. Bagyalakshmi Thirumalai (DIN: 08186335) as a Director of the company, retiring by rotation. Her profile notes over 15 years of experience in operational management and business administration.
  • The disclosure indicates no relationships between directors.
  • Approved the Notice of the Annual General Meeting (AGM), the Directors' Report, and the Management Discussion and Analysis Report for the Financial Year ended 31.03.2026.

6. Annual General Meeting:

  • The AGM for FY 2025-26 is scheduled to be held on Thursday, 17th September 2026 at 11:00 A.M. through Video Conferencing (VC)/ Other Audio-Visual Means (OAVM).

7. Compliance:

  • The financial results and review report are submitted pursuant to Regulation 33 of the SEBI (LODR) Regulations, 2015.
  • A certificate under Regulation 33(2)(a) from the Whole Time Director and Chief Financial Officer accompanies the results, confirming they contain no false or misleading statements and omit no material facts.