Orchasp Ltd

Dematerialisation status

• Dematerialisation requests processed by Registrar & Share Transfer Agent.
• Dematerialised securities listed on the relevant exchanges.
• Physical certificates mutilated and cancelled; depository named as registered owner in records.
• Actions completed within the prescribed timeline.

AGM Details

• AGM held on Sept 30, 2026 at 10:30 IST via VC/OAVM.
• Meeting concluded at 11:20 IST.
• Remote e-voting from Sept 27 to Sept 29, 2026.
• Quorum: 279 members attended.

Key Resolutions

• Adopt Audited Financial Statements for FY ended Mar 31, 2026 (Ordinary).
• Appoint Krishna Shankar Kanamarlapudi as Director by rotation (Ordinary).
• Appoint Sirisha Pattapurathi as Non-Executive, Non-Independent Director (Ordinary).
• Appoint Srinivasu Sunkara as Independent Director (Special).
• Appoint Ravi Prasad Muthyam as Independent Director (Special).
• Issue equity shares on preferential basis to Wahtulmsylh Llmqawlat (Special).
• Appoint T. Durga Pallavi as Secretarial Auditor (Ordinary).

Voting Results

• Voting results not disclosed in the filing.

Dividend

• Dividend information not disclosed in the filing.

Director Changes

• Kanamarlapudi to be appointed by rotation; Pattapurathi to be Non-Executive Non-Independent.
• Sunkara and Muthyam to be appointed as Independent Directors.

Auditor Appointments

• T. Durga Pallavi appointed as Secretarial Auditor.

Material Related Party Transactions

• Preferential equity issue to a named entity; counterparty disclosed in resolution.

AGM corrigendum

• Corrigendum to the 32nd AGM notice for Orchasp, to be held Sept 30, 2026.
• Amendments include price basis, relevant dates, and removal of 'and warrants' wording.
• Relevant date updated to August 31, 2026 per Page 34 Item 6.
• Footnote referencing February 28, 2026 deleted from the notice.
• Status of allottees post preferential issues (promoter/non-promoter) updated on Page 51.
• Certificate from Practising Company Secretary to be read with Page 51.

AGM details

• Corrigendum to the 32nd AGM notice for Sept 30, 2026 at 10:30 AM via VC/OAVM.

Mode and venue

• AGM to be conducted through Video Conferencing / Other Audio-Visual Means.

Amendments to AGM notice

• Relevant date updated to August 31, 2026 for Item 6.
• Deletion of words and warrants from Point 3 and change in relevant date.
• Point 4 covers basis/justification for the issue price.
• Footnote as of Feb 28, 2026 deleted from the table.
• Certificate from Practicing Company Secretary added.
• Post-preferential issue status clarified (promoter or non-promoter).
• Neither company nor promoters/directors is a wilful defaulter or fraudulent borrower.
• Except as detailed, all other AGM contents remain unchanged.

Pricing and approvals

• No change in the minimum price under SEBI ICDR or the offer price.

Accessibility

• Revised AGM notice posted on the company website.

Authorisation

• Notice signed by the Managing Director & CFO.

Orchasp Ltd – Closure of Trading Window

AGM Notice & E-Voting Details

• Purpose: Notice for 32nd AGM via VC/OAVM and associated e-voting information.
• AGM date/time: September 30, 2026 at 10:30 IST.
• Book closure: Sept 24 to Sept 30, 2026 (inclusive).
• Remote e-voting window: Sept 27, 2026, 9:00 AM to Sept 29, 2026, 5:00 PM.
• Cut-off date for voting eligibility: September 23, 2026.
• Notice and Annual Report dispatched to shareholders by email.
• Documents available on Orchasp website and exchanges.
• Remote e-voting and AGM attendance enabled via CDSL/E-Voting portals.
• Results of AGM e-voting to be communicated to exchanges and posted on company site.

Standalone highlights

• Standalone revenue from operations: Rs 2,125.62 Lakhs for FY2025-26.
• Standalone total income: Rs 2,519.47 Lakhs for FY2025-26.
• Standalone profit before tax: Rs 105.78 Lakhs for FY2025-26.
• Standalone profit after tax: Rs 105.20 Lakhs for FY2025-26.
• Standalone EPS (basic): Rs 0.03 per share; Diluted: Rs 0.03.
• YoY revenue growth: 0.82%.
• Closing cash & cash equivalents: Rs 31.37 Lakhs.

Consolidated performance

• Consolidated revenue from operations: Rs 2,125.62 Lakhs.
• Consolidated total income: Rs 2,519.47 Lakhs.
• Consolidated profit after tax: Rs 105.20 Lakhs.
• Consolidated EPS: Rs 0.03 per share.
• Subsidiaries contributed no revenue in consolidation.

Capital structure & equity actions

• Paid-up equity capital: Rs 6,928.51 Lakhs; 34,64,25,366 shares.
• Proposed preferential issue: up to 1.50 crore shares to Wahtulmsylh Llmqawlat at Rs 4.74 per share.
• Floor price: Rs 1.79; Relevant Date: Aug 28, 2026.
• Allotment to promoters/Investor category within 15 days of AGM approval.
• Promoter category details: Wahtulmsylh Llmqawlat to hold 4.15% post-issue.
• Equity to be issued in dematerialized form; subject to stock-exchange approvals.

Governance & board updates

• Sirisha Pattapurathi appointed as Additional Non-Executive Woman Director (Feb 10, 2026).
• Srinivasu Sunkara appointed as Independent Director (Feb 10, 2026).
• Ravi Prasad Muthyam appointed as Independent Director (Mar 6, 2026).
• 31 Aug 2026: Board approved these appointments for AGM approval.
• Secretarial Auditor TD Durga Pallavi appointed for 2026-30; fee Rs 2,75,000.

Audit flags & internal controls

• Standalone audit: Qualified due to investment in Cybermate International, Unipessoal, LDA (Portugal).
• Internal controls: Qualified opinion on ICFR; improvement steps noted.
• ED penalties: Rs 111.59 crore; GST demand: Rs 12.58 crore.
• Secretarial audit: No qualifications; Annexures included.

Subsidiaries & consolidation

• Orchasp Inc. (USA) established; Cybermate Int'l, LDA transferred to Orchasp Inc; prior Portugal entity canceled.
• Consolidated entities: Cybermate Infotek Limited Inc (USA), Orchasp Inc (USA), Cybermate Int'l Unipessoal, LDA (Portugal).
• CIL Inc. USA remains dormant; future regulatory compliance awaited.

Outlook & risks

• AI-led digital transformation provides growth opportunities; macro and currency volatility remain risks.
• Geopolitical dynamics and ERP platform expansion influence revenue visibility.
• Vision 2030 and The indus Family to drive ecosystem-based growth.

Book closure details

• Book closure from 24 Sep 2026 to 30 Sep 2026 (inclusive) for the 32nd AGM.

Orchasp Ltd AGM filing lacks substantive details in the provided excerpt

Preferential equity issue details

• Equity shares issued via preferential allotment.
• Total: 1,50,00,000 shares; aggregate size Rs 7.11 crore.
• Issue price Rs 4.74 per share, including Rs 2.74 premium.
• Allottee: Wahtulmsylh Limgawlat, Promoter Group.
• Post-issue: 1,50,00,000 shares; post-issue holding 4.15%.
• Conversion of loan from Wahtulmsylh Limgawlat into equity; shareholder approval required.
• Relevant Date: August 28, 2026.
• AGM date for shareholders: September 30, 2026.
• Annexure I correction: percentage revised from 2.12% to 4.15%.

Governance changes

• Mrs. Sirisha Pattapurathi appointed Non-Executive, Non-Independent Director.
• Date of appointment: 10-02-2026; related to Chandra Pattapurathi.
• Srinivasu Sunkara appointed Independent Director for five-year term.
• Ravi Prasad Muthyam appointed Independent Director (06-03-2026 to 05-03-2031).
• Sirisha Pattapurathi held 1,100 Equity Shares as of appointment.
• All appointees have no SEBI debarment.
• Nil holdings disclosed for Srinivasu and Ravi on appointment.