To the Members,
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 31st March, 2025.
FINANCIAL RESULTS
Sl. No |
|
Financial |
Financial |
|
Particulars |
Year |
Year |
|
|
2024-25 |
2023-24 |
01 |
Revenue from Operations |
2,725.69 |
2,633.17 |
02 |
Other Income |
280.59 |
209.12 |
03 |
Total Income |
3,006.28 |
2,842.29 |
04 |
Expenditure |
2,423.45 |
2,244.69 |
05 |
Profit before tax |
582.83 |
597.60 |
06 |
Profit before tax (% of revenue) |
21.38 |
22.70 |
07 |
Tax Expense |
149.70 |
152.82 |
08 |
Profit after tax |
433.13 |
444.78 |
09 |
Profit after tax (% of revenue) |
15.89 |
16.89 |
10 |
Other Comprehensive Income / (Losses) |
(0.71) |
(19.53) |
11 |
Total Comprehensive Income for the period |
432.42 |
425.25 |
12 |
Earnings per share (in Rs.) : |
|
|
|
- Basic |
2.73 |
2.81 |
|
- Diluted |
2.72 |
2.78 |
13 |
Opening Balance of retained earnings |
1,909.99 |
1,465.21 |
14 |
Profit for the period |
433.13 |
444.78 |
15 |
Closing balance of retained earnings |
2,343.12 |
1,909.99 |
PERFORMANCE REVIEW
The Company's revenue from operations for the year under review is Rs.2725.69 lakhs as
compared to Rs.2633.17 lakhs in the previous year. The Profit after Tax is at Rs.433.13
lakhs as compared to Rs.444.78 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 2024-25 was Rs.2343.12 lakhs.
DIVIDEND
The Board at its meeting held on May 03, 2025 proposed a final dividend of Rs. 1/- per
equity share of face value of Rs. 10/- each for the financial year ended March 31, 2025,
subject to the approval of shareholders at the ensuing Annual General Meeting and if
approved would result in the cash flow of approximately Rs.159.05 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 31st March,
2025, 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 31st March, 2025 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 2024-25.
DIRECTORS & KEY MANAGERIAL PERSONNEL Directors
Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board
had, on February 1, 2025, approved the appointment of Mrs.Kondareddigari Aparna Devi
(DIN:02552257) as an Additional Director in the capacity of Independent Director for a
term of 5 years with effect from February 1, 2025 to January 31, 2030, subject to approval
of the shareholders of the Company. The said appointment was approved by shareholders of
the Company vide special resolution dated March 10, 2025, passed through postal ballot by
e-voting.
Dr.Rani Radhakrishnan retired as Independent Director from the Board of the Company
with effect from the closing hours of March 18, 2025. The Board places on record its
gratitude and appreciation for her contributions towards the growth of the Company over
the years.
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Articles of
Association of the Company, Mr. B. Robert Raja, (DIN : 00754202) 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 31st March 2025 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.1586.71 lakhs through share
allotments made against exercise of Options (60,000 equity shares) under Odyssey
Technologies Limited -Employee Stock Option Schemes (ESOP-2019), comprising of 158,67,075
equity shares at a face value of Rs.10/- each as on March 31, 2025.
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 at https://www.odvssevtec.com/Investor/
Corporate_Governance/ESOP/2024/ESOP_Disclosure_ FY_2024-25.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 at https://
www.odvssevtec.com/Investor/Corporate_Governance/ ESOP/2Q24/ESOP_Certif
icate_FY_2024-25.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 at
https://www.odvssevtec.com/Investor/Corporate_
Governance/Corporate_Social_Responsibilitv_Policv.pdf
BOARD MEETINGS
The Board of Directors met four times during the financial year 2024-25. The meetings
were held on May 3, 2024, July 25, 2024, October 28, 2024 and February 01, 2025. 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 01, 2025, 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 at http://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.
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 32nd Annual
General Meeting (AGM) of the Company till the conclusion of the 37th 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 2024-25. The Secretarial Audit
Report for the financial year ended March 31, 2025 is annexed herewith as Annexure-I to
this Report. The Secretarial Audit Report does not contain any qualification, reservation
or adverse remark.
Further, pursuant to recent amendments in 24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015("Listing Regulations"), the
appointment of Secretarial Auditors of the Company is required to be approved by the
members of the Company. The Board of Directors at the Board Meeting held on May 03, 2025
has recommended the appointment of M/s. B.Ravi & Associates (FRN- P2016TN052400) as
Secretarial Auditors of the Company for a period of 5 years ie. from April 1, 2025 till
March 31,2030.
The Company has received the written consent and a certificate that M/s. B.Ravi &
Associates (FRN- P2016TN052400) satisfy the criteria for appointment as Secretarial
Auditors and that the appointment if made shall be in compliance with applicable
provisions of the Act, Listing Regulations and rules framed thereunder.
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. The Risk Management Policy is available on the website of the Company at
http://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 at
www.odvssevtec.com/index.php/investors after the conclusion of the 35th 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 2024-25:-
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
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 31st March 2025 and 3rd May
2025.
SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
During the Financial Year 2024-25, no order has been passed by any regulatory
authorities or Courts impacting the going concern status and 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 mention.
For and on behalf of the Board of Directors |
|
Place: Chennai |
B Robert Raja |
Date : May 3, 2025 |
Chairman & Managing Director |