45TH ANNUAL REPORT FY 2025-26 OF OTCO INTERNATIONAL REPORT

OTCO INTERNATIONAL LIMITED OTCO Regd. & Head Office: P-41, 9A Main, LIC colony, Jeevanbhima Nagar, HAL 3rd Stage, New Evolving With Passion Thippasandra, Bangalore-560075, Karnataka, India. Tel: + 91-9789053807 Email: info@otco.in Website: www.otco.in CIN: L17114KA2001PLC028611 Date: 21.08.2026 BSE Ltd. Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001 Dear Sirs, Sub: - Annual Report Submission as per Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 ISIN No. INE910B01028 Scrip Code.523151 Pursuant to Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company hereby submits the Annual Report for the financial year 2025-26 including notice convening the 45th Annual General Meeting of the company scheduled to be held on Thursday, 17th September, 2026 at 11.00 A.M. through Video Conferencing or Other Audio Visual Means. The above report is available on the website of the company at www.otco.in Kindly take the above on record. Thanking you, Yours faithfully, For Otco International Limited Digitally signed by Madhusmita Panda MadhusmD psN e: c d= oIN n, o m= =P xe qrs eo 1n 5a ctl, t hit dle 9= a6 43 g7 82 m, 3fsio2b6rz 7 2w .5.n 4y .2lk 0, = 2bbbe0b4ba1a49bde5a4f60ce202 ita Panda a p1 oe s8 ta3 l3 C3 oe d9 e1 =8 62 01 07 0c 3f1 0b , sc t7 =2 Te ab m6 if ld Na a1 d07 ud , c51e4, s 7e 0r 2ia 0l dN 0u 2m bcb 9e 8r= f10 cc 40 cf 18 d0 c4 55 6b 15 b8 a1 4c cfb 1c 4e a5 da 01 ad dd b2 32 4c2d, cn=Madhusmita Panda Date: 2026.08.21 14:28:45 +05'30' Madhusmita Panda Company Secretary & Compliance Officer Annual Report 2025-26 OTCO INTERNATIONAL LIMITED OTCO Evolving With Passion OTCO INTERNATIONAL LIMITED 45 ANNUAL REPORT FY 2025-26 Annual Report 2025-26 OTCO INTERNATIONAL LIMITED CONTENTS S.no Particulars Page No 1 Corporate Information 1 2 Notice 3 3 Explanatory Statement 26 4 Directors Report and annexure thereto 33 5 Auditors Report 65 6 Balance Sheet 75 7 Statement of Profit & Loss 77 8 Statement of Cash flow 78 9 Statement of changes in Equity 79 10 Notes forming Part of Financial Statement 96 Annual Report 2025-26 OTCO INTERNATIONAL LIMITED CORPORATE INFORMATION Registered Office OTCO INTERNATIONAL LIMITED Ground Floor, P-41, 9A Main, LIC Colony, Jeevanbhima Nagar, HAL 3rd Stage, New Thippasandra, Bangalore-560075 Karnataka, India Tel: 080-25296825, +91 9789053807 Corporate Office New No. 30, Old No. 43 1st Main Road East, Shenoy Nagar, Chennai – 600030, Tamil Nadu, India Tel: +91 9789053807 CIN L17114KA2001PLC028611 Name Designation Mr. Arun Dash (DIN: 07972670) Director (Non-Executive & Independent) & Chairman Mrs. Bagyalakshmi Tirumalai Whole time Director (Executive & (DIN: 08186335) Non-Independent) Mr. Alok Dash (DIN: 06488622) Director (Non-Executive & Independent with effect from Board of Directors 13.08.2025) Mr. Krishnanivas Rajamohan Nair Director (Non-Executive & Non- Sailesh (DIN: 03617043) Independent) Mr. Shaine Mundaplakkal Sunny Director (Non-Executive & (DIN: 06429415) Independent) (Resigned with effect from 13.08.2025) Company Secretary Ms. Madhusmita Panda (Redesignated with effect from 13.05.2025) & Mr. Raj Kishor Chourasia (Resigned with effect from 05.05.2025) Compliance Officer Chief Financial Ms. Sneha Pandda (Appointed with effect from 13.05.2025) Officer Ms. Madhusmita Panda (Redesignated with effect from 13.05.2025) Statutory Auditors M/s B.N. MISRA & CO. Chartered Accountants Sukruthi, No.45/22, 3rd Main Road R.A.Puram, Chennai-600028 Ph. – (044) 65323259 E-mail : bnmisraandco@gmail.com M. – 9840049936 Fax No. – 044-24959583 Secretarial Auditors V. Nagarajan., Practicing Company Secretary, New No. 29 Kavarai Street, (Near AMR Kalyana Mandapam), West Mambalam, Chennai 600 033. Ph: +91 099401 11058 Mail id: csnagamca@gmail.com Bankers ICICI BANK LIMITED PUNJAB NATIONAL BANK Page No. 1 Annual Report 2025-26 OTCO INTERNATIONAL LIMITED Listed on BSE Limited Share Transfer Integrated Registry Management Services Private Limited Agent #30, Ramana Residency, 4th Cross, Sampige Road, Malleswaram, Bangalore-560 003, Karnataka, India Tel:- 080-23460815-818, fax: - 080 23460819 Email id: irg@integratedindia.in Website www.otco.in E-mail info@otco.in Demat ISIN Number INE910B01028 in NSDL & CDSL Audit Committee Mr. Arun Dash- Chairman (Non- Executive & Independent Director) Mr. Alok Dash- Member (Non- Executive & Independent Director) Ms. Bagyalakshmi Thirumalai - Member (Whole time Director - Executive & Non-Independent) Nomination & Remuneration Mr. Arun Dash- Chairman (Non- Committee Executive & Independent Director) Committees of the Mr. Alok Dash- Member (Non- Board Executive & Independent Director) Mr. Krishnanivas Rajamohan Nair Sailesh - Member (Non-Executive & Non-Independent Director) Stakeholders Relationship Mr. Arun Dash- Chairman (Non- Committee Executive & Independent Director) Ms. Bagyalakshmi Thirumalai - Member (Whole time Director - Executive & Non-Independent) Mr. Krishnanivas Rajamohan Nair Sailesh- Member (Non-Executive & Non-Independent Director) Page No. 2 Annual Report 2025-26 OTCO INTERNATIONAL LIMITED OTCO Evolving With Passion OTCO INTERNATIONAL LIMITED Registered office: - Ground Floor, P-41, 9A Main, LIC Colony, Jeevanbhima Nagar, HAL 3rd Stage, New Thippasandra, Bangalore-560075, Karnataka, India Website: -www.otco.in, Email: - info@otco.in CIN: - L17114KA2001PLC028611 Notice Notice is hereby given that the 45th Annual General Meeting of the members of OTCO INTERNATIONAL LIMITED will be held on Thursday, the 17th Day of September, 2026 at 11.00 A.M. through Video Conferencing (VC) / Other Audio Visual Means (OAVM), to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Balance Sheet as at March 31st, 2026, the Statement of Profit & Loss and Cash Flow Statement, for the year ended 31st March, 2026 together with the Notes attached thereto, along with the Reports of Auditors and Directors thereon. 2. To appoint a director in place of Mrs. Bagyalakshmi Thirumalai (DIN: 08186335) who retires by rotation and being eligible, offers herself for re-appointment. (Brief Profile: Annexure A to this Notice). SPECIAL BUSINESS 3. ALTERATION OF OBJECT CLAUSE OF MEMORANDUM OF ASSOCIATION OF THE COMPANY To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of sections 4, 13, 15 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Incorporation) Rules, 2014 and other applicable rules framed thereunder, (including any statutory modifications or re-enactment thereof, for the time being in force) and applicable Regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and subject to such approvals, consents, permissions and sanctions as may be required from the Registrar of Companies and/or any other statutory or regulatory authority, if any the consent and approval of the members of the Company be and is hereby accorded to alter the Object Clause of the Memorandum of Association of the Company by substituting the existing Clause 3(a) and Clause 3(b) with the following new clauses: Page No. 3 Annual Report 2025-26 OTCO INTERNATIONAL LIMITED 3(a) Main Objects: 1. To develop, own, operate, manage, license and commercialise technology-enabled platforms, software applications, digital marketplaces, online portals and technology solutions for facilitating mobility, transportation, vehicle aggregation, fleet management, e-commerce, business-to-business (B2B), business- to-consumer (B2C) and consumer-to-consumer (C2C) transactions, and to act as an aggregator, facilitator, consultant, agent and service provider in relation thereto; and to undertake research, design, development, manufacture, integration, testing, deployment, maintenance, licensing and commercialisation of software, har [Showing first 8,000 characters — download PDF for full document]