Octaware Technologies Limited is an **SEI-CMMI Level 3**, **ISO 9001-2015**, and **IEC 27001:2013** certified IT solutions provider. Established in **2005** and listed on the **BSE Startup Platform** in **2017**, the company specializes in software development, enterprise solutions, and consulting services. Octaware operates as a facilitator of digital transformation, managing the entire product life-cycle for a global clientele that includes **Fortune 500** companies and major Indian enterprises. --- ### **Strategic Ownership Transition & Joint Control (2025-2026)** The company is currently undergoing a transformative shift in its promoter structure and leadership following a **Change in Control** initiated in late **2025**. * **The Acquisition:** In **August 2025**, **Walking Tree Technologies Private Limited** (the **Acquirer**) entered into a Share Purchase Agreement (**SPA**) to acquire **12,48,000** equity shares (**34.76%** stake) from the existing promoter, **Mr. Mohammed Aslam Qudratullah Khan**, at **₹25** per share. * **Joint Promoter Structure:** Following the off-market transfer recorded on **January 06, 2026**, Walking Tree Technologies and its Ultimate Beneficial Owners (**UBOs**) have been classified as **Joint Promoters**. * **Open Offer Details:** An open offer was launched for up to **9,34,400** equity shares (**26.02%** of voting capital) at a price of **₹30** per share. * **Leadership Refresh:** **Mr. Mohammed Aslam Qudratullah Khan** was appointed as **CEO** effective **October 14, 2025**. Concurrently, the company saw the resignation of the Whole Time Director and a Director in **January 2026**, signaling a board-level restructuring to align with the new joint-control mandate. --- ### **Core Service Portfolio & Proprietary IP** Octaware maintains a dual-revenue model consisting of bespoke software services and a suite of proprietary niche products. #### **1. Software & Technology Services** * **Enterprise Solutions:** Implementation of **ERP**, **CRM**, and **MS Dynamics 365** (as a **Microsoft Gold Partner**). * **Advanced Tech:** Development in **AI & Machine Learning**, **Robotic Process Automation (RPA)**, **IoT**, and **Analytics**. * **Infrastructure:** **Cloud infrastructure**, **Cybersecurity**, and **Geospatial services**. * **Development:** **Low-code/no-code** platforms, mobility solutions, and e-commerce systems. #### **2. Proprietary Software Products** The company leverages its own intellectual property to target specific industry pain points: | Product Name | Category / Description | | :--- | :--- | | **Hospice** | Comprehensive **Healthcare Management Solution** | | **Sifa care MD** | Innovative solution for **urgent healthcare** access | | **OTM** | Platform for accelerating access to **immediate healthcare** | | **Power ERM** | **Employee Relationship Management** system | | **iOn Asset** | **RFID-based** Asset Tracking & Management System | | **eProcurement** | Digital management solution for procurement processes | --- ### **Global Delivery Model & Market Verticals** Octaware generates **100%** of its turnover from **Information and Communication (J6)** services, utilizing a cost-effective offshore outsourcing model to compete with vendors in Eastern Europe and the US. * **Operational Footprint:** Headquartered in **Mumbai**, the company operates a delivery center and an **SEZ office**. International operations are managed through wholly-owned subsidiaries (**WOS**): * **Octaware Gulf FZE** (Dubai, UAE) - **100%** * **Octaware Gulf QFC** (Qatar) - **100%** * **Octaware Information Technologies Pvt Ltd** (Mumbai SEZ) - **99.42%** * **Key Industry Verticals:** Healthcare, Education, BFSI (Banking, Financial Services, and Insurance), Government, Oil & Gas, Real Estate, Manufacturing, and Retail. * **Client Base:** Includes high-profile entities such as **Microsoft**, **Tech Mahindra**, **Pitney Bowes**, **EsselPropack**, and **Sai Hospital**. --- ### **Financial Performance & Capital Structure** The company demonstrated a recovery in **FY 2024-25**, transitioning from a loss-making position to profitability. #### **Key Financial Metrics** | Metric | FY 2024-25 (Sept 2025) | FY 2023-24 (Sept 2024) | | :--- | :--- | :--- | | **Total Income** | **₹6.54 Crore** | **₹5.30 Crore** | | **Net Profit** | **₹9.48 Lakhs** | **(Loss)** | | **Earnings Per Share (EPS)** | **0.26** | **(1.93)** | | **Trade Payables** | - | **₹227.06 Lakhs** | | **Trade Receivables** | - | **₹249.29 Lakhs** | #### **Capitalization Details** * **Authorized Capital:** **₹4.20 Crore** (4.2 million shares at **₹10** par value). * **Paid-up Capital:** **₹3.59 Crore** (3,590,570 shares). * **Borrowings:** Long-term borrowings stood at **₹61.80 Lakhs** (March 2024), primarily unsecured loans from directors. * **Asset Realization:** Directors confirm that all current assets, loans, and advances have a realizable value at least equal to their balance sheet amounts in the ordinary course of business. --- ### **Growth Strategy & Future Outlook** The entry of **Walking Tree Technologies** as a joint promoter is intended to "propel and grow" the company through several strategic pillars: 1. **Performance Revival:** Leveraging the Acquirer’s technical expertise to strengthen competence and scale financial results. 2. **Asset Protection:** A commitment has been made not to alienate any significant assets of the company for at least **two years** (until **late 2027**). 3. **Cross-Selling:** Expanding engagements within the existing client base by introducing new service lines and proprietary products. 4. **Business Continuity:** Maintaining the current workforce while exploring potential diversification into new business activities, subject to shareholder approval. --- ### **Risk Factors & Mitigation** #### **1. Regulatory & Compliance Risks** * **Public Shareholding:** The acquisition is expected to push public shareholding below the **25% minimum requirement**. The Acquirer is committed to restoring this within the statutory timeline. * **Historical Lapses:** The company faces potential SEBI action regarding past delays in **Regulation 31(4)** filings and discrepancies in **SAST** disclosures by former promoters. * **Open Offer Contingencies:** The offer is subject to statutory approvals; delays may result in interest obligations to tendering shareholders. #### **2. Market & Operational Risks** * **Global Competition:** Intense pressure from large Indian IT firms and emerging low-cost personnel markets outside of India. * **Geographic Concentration:** Potential for clients to shift work to **Eastern European** or near-shore destinations. * **Macroeconomic Impact:** The **COVID-19 pandemic** previously impacted demand and increased delivery costs; the company has since implemented a formal **Risk Management Policy** to mitigate such external shocks. * **Audit Confirmations:** Auditors have noted that credit/debit balances for unsecured loans and creditors are subject to confirmation, which could impact final profit figures.