The Directors present the Annual Report of Odyssey
Technologies Limited ("the Company" or "Odyssey")
along with the Audited Financial Statements for the
financial year ended 31^st March, 2026.

FINANCIAL RESULTS (Rs.in Lakhs)

PERFORMANCE REVIEW

The Company's revenue from operations for the year
under review is Rs. 2,730.18 lakhs as compared to
Rs.2,725.69 lakhs in the previous year. The Profit after Tax
is at Rs. 402.33 lakhs as compared to Rs.433.13 lakhs in the
previous year.

The net profit generated during the year has been
transferred to Retained Earnings under Reserves & Surplus.
The closing balance of retained earnings of the company
for the financial year 2025-26 was Rs.2,586.40 lakhs.

DIVIDEND

The Board at its meeting held on April 29, 2026 proposed
a final dividend of Rs.1/- per equity share of face value of
Rs.10/- each for the financial year ended March 31, 2026,
subject to the approval of shareholders at the ensuing
Annual General Meeting and if approved would result in
the cash flow of approximately Rs.159.42 lakhs.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) of the Companies Act, 2013
["the Act"], the Directors of the Company, to the best of
their knowledge and ability, confirm that:

a. in the preparation of the annual accounts for the year
ended 31^st March, 2026, the applicable accounting
standards have been followed and there are no
material departures;

b. they have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company as at 31^st March, 2026 and of the profit of
the Company for the year ended on that date;

c. they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d. they have prepared the annual accounts of the
Company on a going concern basis;

e. they have laid down internal financial controls to
be followed by the Company and that such internal
financial controls are adequate and are operating
effectively; and

f. they have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems are adequate and operating
effectively.

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, the work performed by the internal, statutory
and secretarial auditors including audit of internal financial
controls over financial reporting by the statutory auditors
and reviews performed by the management and the audit
committee, the Board of Directors is of the opinion that the
Company's internal financial controls were adequate and
effective during the financial year 2025-26.

DIRECTORS & KEY MANAGERIAL PERSONNEL
Directors

The shareholders of the Company vide Special Resolutions
passed by means of Postal Ballot on March 26, 2026 had
accorded approval for the re-appointment of Mr. B. Robert
Raja (DIN : 00754202), Chairman and Managing Director
of the Company ["CMD"] and Mr. B. Antony Raja (DIN :
00754523), Whole-time Director & CFO ["WTD & CFO"] for
a period of three years with effect from 1^st April 2026 up
to 31^st March 2029, liable to retire by rotation, pursuant to
the provisions of the Act and the Rules made thereunder.

Pursuant to the approval of shareholders vide Special
Resolution passed on December 6, 2021 by means of
Postal Ballot, Mr. Ravi Srinivasan (DIN : 07193935) was
appointed as an Independent Director, not liable to retire
by rotation for a term of five consecutive years with effect
from 1^st November, 2021 up to 31^st October, 2026. Based
on the recommendation of Nomination & Remuneration
Committee and approval of the Board, his re-appointment
as Independent Director of the Company for a second
term of five consecutive years commencing with effect
from 1^st November, 2026 up to 31^st October, 2031 is
proposed at the ensuing Annual General Meeting for
the approval of members by way of Special Resolution.

Pursuant to the provisions of Section 152 of the
Companies Act, 2013 and Articles of Association of the
Company, Mr. B. Antony Raja (DIN:00754523), Director
of the Company retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for
reappointment. A resolution seeking shareholders'
approval for his re-appointment forms part of the Notice.

The Company has received declarations from all the
Independent Directors of the Company under Section
149 (7) of the Companies Act, 2013 confirming that they
meet the criteria of independence as prescribed both
under Section 149 (6) of the Companies Act, 2013 and

SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ["SEBI Listing Regulations"].

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act read
with Rule 8 of Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, Key Managerial
Personnel of the Company as on 31^st March 2026 are
Mr. B. Robert Raja- Chairman and Managing Director,
Mr. B. Antony Raja, Whole-time Director & Chief Financial
Officer and Ms B. Purnima- Company Secretary. There has
been no change in the Key Managerial Personnel during
the year.

SHARE CAPITAL

The paid-up Capital of the Company was increased to
Rs.1590.49 lakhs through share allotments made against
exercise of Options (37,800 equity shares) under Odyssey
Technologies Limited -Employee Stock Option Schemes
(ESOP-2019), comprising of 159,04,875 equity shares at a
face value of Rs.10/- each as on March 31, 2026.

ODYSSEY TECHNOLOGIES LIMITED - EMPLOYEE STOCK
OPTION SCHEME, 2019 (ESOP-2019)

The Company had instituted ESOP-2019 with the aim of
motivating, incentivizing, and rewarding the employees.
The Nomination and Remuneration Committee administers
these plans. The stock option plans are in compliance with
the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021,
as amended ("Employee Benefits Regulations") and there
have been no material changes to these plans during the
financial year. Disclosures on the details of the plan, details
of options granted etc., as required under the Employee
Benefits Regulations, are available on the Company's
website athttps://www.odvssevtec.com/Investor/
Corporate_Governance/ESOP/2025/ESOP_Disclosure_
FY_2025-26.pdf.No employee was issued stock options
during the year equal to or exceeding 1% of the issued
capital of the Company at the time of grant.

The Certificate from Secretarial Auditor of the Company as
required under SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 and any amendments
thereto, with regard to ESOP-2019 is available athttps://
www.odvssevtec.com/Investor/Corporate_Governance/
ESOP/2Q25/ESOP_Certif icate_FY_2025-26.pdf

CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Companies Act,
2013 read with CSR Rules, the Company has, during the
year, spent two percent of the average net profits of the
Company during the three preceding financial years in
accordance with the CSR Policy and the Annual Action
Plan approved by the Board of Directors. Since the
amount to be spent by the company under sub-section
(5) does not exceed fifty lakh rupees, the requirement
under Section 135 (1) for constitution of the Corporate
Social Responsibility Committee is not applicable and
the functions of such Committee provided under this
section is being discharged by the Board of Directors in
compliance with applicable Rules and Regulations. Annual
Report on CSR activities as required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014, as
amended ("CSR Rules") is annexed as Annexure-V and
forms an integral part of this Report. The CSR Policy of
the Company is available on the website of the Company
athttps://www.odvssevtec.com/Documents/OtherDocs/
Corporate_Social_Responsibilitv_Policv.pdf

BOARD MEETINGS

The Board of Directors met four times during the financial
year 2025-26. The meetings were held on May 3, 2025,
July 29, 2025, October 30, 2025 and February 11, 2026. In
order to transact urgent business, approval of the Board/
Committees were taken by passing resolutions through
circulation pursuant to Section 175 of the Companies Act,
2013, which were noted at the subsequent meeting of the
Board /Committees, as the case may be.

Further details regarding meetings of the Board and
Committees are furnished in the Corporate Governance
Report, which forms part of the Annual Report.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation
of its own performance, Board Committees and individual
Directors pursuant to the provisions of the Companies
Act, 2013 and corporate governance requirements as
prescribed by SEBI Listing Regulations.

The performance of the Board was evaluated by the Board
seeking inputs from all directors on the basis of criteria
such as adequacy of the composition of the Board and
its Committees, Board culture, effectiveness of board
processes and performance of specific duties, obligations

and governance. The performance of the Committees was
evaluated by the Board on the basis of criteria such as
composition of committees, effectiveness of committee
meetings, etc,. The individual Directors were evaluated on
parameters such as level of engagement and contribution
of the individual director to the Board and committee
meetings, independence of judgment, etc,.

In a separate meeting of the independent directors held on
February 11, 2026, performance of the non-independent
directors and Board as a whole was reviewed and
performance of Chairman of the Company was reviewed
after taking into account views of Executive Director.
Performance evaluation of independent directors was
done by the entire Board, excluding the independent
director being evaluated.

POLICY ON DIRECTORS' APPOINTMENT &
REMUNERATION

The Company's policy on directors' appointment and
remuneration and other matters provided in Section
178(3) of the Act has been disclosed in the Corporate
Governance Report, which is a part of this report. The
updated Policy is also available on the website of the
Company athttp://www.odvssevtec.com/Documents/
OtherDocs/Nomination_&_Remuneration_Policy.pdf

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has in place adequate internal financial
controls with reference to the financial statements. During
the year, such controls were evaluated and no reportable
deficiency in the design or operation of such controls
were observed. The Company has established a vigil
mechanism for Directors, employees and other persons
associated with the Company to report genuine concerns.
The details of the mechanism are provided in the Corporate
Governance Report annexed to this Annual Report.

AUDIT COMMITTEE

The details pertaining to composition of Audit Committee
are included in the Corporate Governance Report, which
forms a part of the Annual Report. During the year under
review, all the recommendations made by the Audit
Committee were accepted by the Board.

AUDITORS
Statutory Auditor

Pursuant to the provisions of Sections 139, 142 of the
Act read with Companies (Audit & Auditors) Rules, 2014,
M/s Sekar & Co., Chartered Accountants, Chennai (Firm
Registration No.016269S) were appointed as the Statutory
Auditors of the Company by the shareholders for a term
of five consecutive years, from the conclusion of the 32^nd
Annual General Meeting (AGM) of the Company till the
conclusion of the 37^th Annual General Meeting to be held in
the year 2027, subject to ratification of their appointment at
every AGM, if so required under the Act. The requirement
to place the matter relating to appointment of auditors for
ratification by Members at every AGM has been done away
with pursuant to the Companies (Amendment) Act, 2017,
effective from May 7, 2018. Accordingly, no resolution is
being proposed for ratification of appointment of statutory
auditors at the ensuing AGM.

The Notes on financial statement referred to in the
Auditors' Report are self-explanatory and do not call for
any further comments. The Auditors' Report does not
contain any qualification, reservation or adverse remark.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 read with Rule 9 of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the Board had appointed M/s. B. Ravi & Associates,
Practising Company Secretaries as Secretarial Auditor to
conduct Secretarial Audit for the financial year 2025-26.
The Secretarial Audit Report for the financial year ended
March 31, 2026 is annexed herewith as Annexure-I to this
Report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.

RISK MANAGEMENT

The Board of Directors has developed and implemented
a Risk Management Policy for the company. The Board
is responsible for reviewing the risk management plan
and ensuring its effectiveness. The Audit Committee
additionally overviews the financial risks and controls.
Significant audit observations and subsequent actions are
regularly reported to the Audit Committee. To uphold audit
independence, internal auditors report directly to the Audit
Committee, which also holds exclusive executive sessions

with both internal and statutory auditors. In addition, the
Management conducts a comprehensive review of key
controls impacting financial reporting at both entity and
operational levels, submitting the findings to the Audit
Committee and the Board. The Risk Management Policy
is available on the website of the Company athttp://
www.odvssevtec.com/Documents/OtherDocs/Risk_
Management_Policv.pdf

PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

The Company has not made, given or provided any loans
or investment or guarantee or security to any person or
body corporate under the provisions of Section 186 of the
Companies Act, 2013.

TRANSACTIONS WITH RELATED PARTIES

Information on transactions with related parties pursuant
to Section 134 (3) (h) of the Act read with Rule 8 (2) of
the Companies (Accounts) Rules, 2014 in Form AOC-2 is
annexed herewith as Annexure-II to this Report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) read with Section 134 (3) (a)
of the Companies Act, 2013, the Annual Return in Form
MGT-7 shall be placed on the website of the company
atwww.odvssevtec.com/index.php/investorsafter the
conclusion of the 36^th Annual General Meeting.

PARTICULARS OF EMPLOYEES

The information required under Section 197 (12) of the
Companies Act, 2013 read with Rule 5 (1) of Companies
(Appointment & Remuneration of Managerial Personnel),
Rules, 2014 is annexed herewith as Annexure-III to this
Report. Pursuant to Rule 5(2) of Companies (Appointment
& Remuneration of Managerial Personnel) Rules, 2014,
there are no employees drawing remuneration in excess
of eight lakh and fifty thousand rupees per month or one
crore and two lakh rupees per year during the year under
review.

CORPORATE GOVERNANCE

As required under Schedule V (C) of SEBI Listing
Regulations, a detailed report on Corporate governance
with auditors' certificate thereon and Management
Discussion and Analysis Report are attached and forms

part of this report.

SECRETARIAL STANDARDS

The Company complies with all the applicable mandatory
Secretarial Standards issued by the Institute of Company
Secretaries of India.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013

The Company has formulated a Policy for Prevention
of Sexual Harassment at Workplace pursuant to the
requirements of the Sexual Harassment at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 read
with relevant Rules made thereunder. Accordingly, Internal
Complaints Committee ["ICC"] has been constituted
for redressal of any sexual harassment complaint. The
following is the summary of the complaints during the
financial year 2025-26:-

a) Number of complaints received during

the financial year : Nil

b) Number of complaints disposed of during

the financial year : Nil

c) Number of complaints pending as on end of

the financial year : Nil

d) Number of cases pending for more than

90 days : Nil

The Company is in compliance with the provisions of the

Maternity Benefit Act, 1961.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public
and as such, no amount on account of principal or interest
on deposits from public was outstanding as on the date of
the balance sheet

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information relating to conservation of energy,
technology absorption and foreign exchange earnings
and outflow as required to be disclosed under Section

134 (m) of the Companies Act, 2013 read with Rule 8(3) of
Companies (Accounts) Rules, 2014 is annexed herewith as
Annexure-IV to this Report.

STATE OF COMPANY'S AFFAIRS

Management Discussion and Analysis Report for the year
under review, as stipulated in Regulation 34 (2) (e) of SEBI
Listing Regulations is given as a separate part of the annual
report. It contains a detailed write up and explanation
about the performance of the company.

MATERIAL CHANGES & COMMITMENTS

There have been no material changes and commitments
affecting the financial position of the Company which have
occurred between 31^st March 2026 and 29^th April, 2026.

OTHER DISCLOSURES AND AFFIRMATIONS

Pursuant to the provisions of Companies (Accounts) Rules,
2014, the Company affirms that for the year ended on
March 31,2026:

a. There were no proceedings, either filed by the Company
or against the Company, pending under the Insolvency
and Bankruptcy Code, 2016, before the National Company
Law Tribunal or any other court.

b. There was no instance of one-time settlement with any
bank or financial institution.

c. There were no significant and material orders passed by
the regulators or courts or tribunals impacting the going
concern status and the Company's operations in future.

ACKNOWLEDGEMENT

Your directors express their grateful appreciation for the
assistance and cooperation received from the Banks,
Government Authorities, Corporate Professionals,
Customers, Vendors and Shareholders during the year
under review, in aiding the smooth flow of operations.
Continued dedication and sense of commitment shown by
the employees at all levels during the year deserve special

For and on behalf of the Board of Directors

B Robert Raja

Place: Chennai (DIN:00754202)

Date : April 29, 2026 Chairman & Managing Director