Annual Report 2022-23

Board of Directors Statutory Auditors
Mr.B. Robert Raja M/s. Sekar & Co.

Chairman & Managing Director Chartered Accountants
Firm Registration No.016269S
Mr. B.Antony Raja “LVR Centre”, Third Floor,
Whole-time Director & CFO 7, Seshadri Road, Alwarpet,
Chennai- 600 018
Mr. G.Rajasekaran
Independent, Non-Executive Director Secretarial Auditor
M/s.B.Ravi & Associates
Mr. Kurilla Srinivas Rao Practising Company Secretaries
Independent, Non-Executive Director “Guru Nilayam”,42,(Old No.16),
Rathinam Street,Gopalapuram,
Dr. Rani Radhakrishnan Chennai- 600 086
Independent, Non-Executive Director
Bankers
Mr. Ravi Srinivasan HDFC Bank
Independent, Non-Executive Director Tamilnad Mercantile Bank
Axis Bank
Company Secretary & Compliance Officer Punjab National Bank
Ms.B.Purnima IndusInd Bank
Registered Office Registrar & Share transfer agents

5th Floor, Dowlath Towers, M/s. Cameo Corporate Services
63, Taylors Road, Limited
Kilpauk, Chennai-600 010 “Subramanian Building”
Phone : 91 44 2645 0082/83/13/14 1, Club House Road
Email : [email protected] Chennai - 600002
URL : https://www.odysseytec.com/ Phone : 91 44 28460390
Email : [email protected]
[email protected]
Index Page
Notice 2
Instructions for e-voting 6
Board’s Report & Annexures 22
Management Discussion and Analysis Report 35
Corporate Governance Report and Shareholder Information 38
Auditors’ Report & Annexures 55
Balance Sheet 65
Statement of Profit and Loss 66
Statement of Changes in Equity 67
Statement of Cash Flows 68
Notes to Financial Statements 69
Annual Report 2022-23 1 Odyssey Technologies Limited

NOTICE
NOTICE is hereby given that the Thirty Third Annual “RESOLVED THAT pursuant to the provisions of Section
General Meeting of the shareholders of Odyssey 152 of the Companies Act, 2013 and Articles of Association
Technologies Limited will be held on Wednesday, the of the Company, Mr. B. Robert Raja [DIN : 00754202], who
14th day of June, 2023 at 3.00 p.m. through Video retires by rotation and being eligible has offered himself
Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) for re-appointment, be and is hereby re-appointed as a
to transact the following business. The venue of the Director of the Company, liable to retire by rotation .”
AGM shall be deemed to be the Registered Office of the
Company at 5th Floor, Dowlath Towers, 63, Taylors Road, SPECIAL BUSINESS
Kilpauk, Chennai-600010.
Item No. 3: Re-appointment of Mr. B. Robert Raja
ORDINARY BUSINESS (DIN : 00754202) as Chairman and Managing Director,
liable to retire by rotation, with effect from 1st April 2023
Item No.1 : Adoption of Financial Statements up to 31st March 2026.
To receive, consider, approve and adopt the Audited To consider and if thought fit, to pass the following
Financial Statements of the Company for the year ended Resolution as Special Resolution:
March 31, 2023, which comprise the Audited Balance
Sheet as at March 31, 2023, the Statement of Profit and “RESOLVED THAT pursuant to the provisions of Sections
Loss (including the statement of other comprehensive 2(54),152,196,197 and 203 read with Schedule V to the
income), Statement of Changes in Equity and Statement of Act and the Companies (Appointment and Remuneration
Cash Flows for the year then ended, notes to the financial of Managerial Personnel) Rules, 2014 and SEBI (Listing
statements, including a summary of significant accounting Obligations and Disclosure Requirements) Regulations,
policies and other explanatory information for the year 2015, as may be amended from time to time and other
ended March 31, 2023 and the reports of the Board of applicable Rules and provisions if any, of the Companies
Directors and Auditors thereon and in this regard, pass the Act, 2013 (including any statutory modification or
following resolution as Ordinary Resolution : re-enactment thereof for the time being in force), the
re-appointment of Mr. B. Robert Raja [DIN:00754202] as
“RESOLVED THAT the Audited Financial Statements of Chairman and Managing Director of the Company for a
the Company for the year ended March 31, 2023, which further period of three years with effect from 1st April, 2023
comprise the Audited Balance Sheet as at March 31, 2023, up to 31st March, 2026, liable to retire by rotation, upon
the Statement of Profit and Loss (including the statement such terms and conditions as set out in the Explanatory
of other comprehensive income), Statement of Changes Statement pursuant to Section 102 of the Companies
in Equity and Statement of Cash Flows for the year then Act, 2013, hereto annexed, be and is hereby approved,
ended, notes to the financial statements, including a confirmed and ratified.”
summary of significant accounting policies and other
explanatory information for the year ended March 31, 2023 “RESOLVED FURTHER THAT the authority be and is
and the reports of the Board of Directors and Auditors hereby granted to the Board of Directors to alter and vary
thereon be and are hereby received, considered, approved the terms and conditions of the said appointment and /
and adopted”. or agreement including authority, from time to time, to
determine the amount of salary, allowances, perquisites
Item No.2 : To appoint a Director in place of Mr. B. Robert and other benefits payable to Mr. B. Robert Raja, as
Raja (DIN : 00754202), who retires by rotation and being recommended by the Nomination and Remuneration
eligible offers himself for re-appointment. Committee, in such manner as may be agreed to between
the Board of Directors and Mr. B. Robert Raja; provided
To consider and if thought fit, to pass the following however that the remuneration payable to him shall not
Resolution as an Ordinary Resolution. exceed the limits prescribed under Section 197 read with
Schedule V of the Companies Act, 2013, including any

amendment, modification, variation or re-enactment determine the amount of salary, allowances, perquisites
thereof.” and other benefits payable to Mr. B. Antony Raja, as
recommended by the Nomination and Remuneration
“RESOLVED FURTHER THAT in the event of any loss, Committee, in such manner as may be agreed to between
absence or inadequacy of profits in any financial year, the Board of Directors and Mr. B. Antony Raja; provided
during the term of office of Mr. B. Robert Raja, the however that the remuneration payable to him shall not
remuneration payable to him by way of salary, allowances exceed the limits prescribed under Section 197 read with
and perquisites shall not exceed the limits prescribed Schedule V of the Companies Act, 2013, including any
under Schedule V to the Companies Act, 2013, or any amendment, modification, variation or re-enactment
amendment, modification, variation or re-enactment thereof.”
thereof.”
“RESOLVED FURTHER THAT in the event of any loss,
“RESOLVED FURTHER THAT the Board be and is hereby absence or inadequacy of profits in any financial year,
authorized to do all such acts, deeds, matters and things during the term of office of Mr. B. Antony Raja, the
and execute all such documents, instruments and remuneration payable to him by way of salary, allowances
writings as may be required and to delegate all or any and perquisites shall not exceed the limits prescribed
of its powers herein conferred to any committee of under Schedule V to the Companies Act, 2013, or any
directors or director(s) to give effect to the aforesaid amendment, modification, variation or re-enactment
resolutions.” thereof.”
Item No. 4: Re-appointment of Mr. B. Antony Raja “RESOLVED FURTHER THAT the Board be and is hereby
(DIN : 00754523) as Whole-time Director & CFO, liable to authorized to do all such acts, deeds, matters and things
retire by rotation, with effect from 1st April 2023 up to and execute all such documents, instruments and
31st March 2026. writings as may be required and to delegate all or any
of its powers herein conferred to any committee of
To consider and if thought fit, to pass the following directors or director(s) to give effect to the aforesaid
Resolution as Special Resolution: resolutions.”
“RESOLVED THAT pursuant to the provisions of Sections

2(94),152,196,197 and 203 read with Schedule V to the
Act and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, By order of the Board of Directors
2015, as may be amended from time to time and other For Odyssey Technologies Limited
applicable Rules and provisions if any, of the Companies
Act, 2013 (including any statutory modification or
re-enactment thereof for the time being in force), the
Registered Office:
re-appointment of Mr. B. Antony Raja [DIN:00754523] as
Whole-time Director & CFO of the Company for a further
5th Floor, Dowlath Towers,
period of three years with effect from 1st April, 2023 up
63, Taylors Road, B.Purnima
to 31st March, 2026, liable to retire by rotation, upon
Kilpauk, Company Secretary &
such terms and conditions as set out in the Explanatory
Chennai-600 010 Compliance Officer
Statement pursuant to Section 102 of the Companies
Date : May 08, 2023 Membership No.: ACS 30500
Act, 2013, hereto annexed, be and is hereby approved,
confirmed and ratified.”
“RESOLVED FURTHER THAT the authority be and is

hereby granted to the Board of Directors to alter and vary
the terms and conditions of the said appointment and /
or agreement including authority, from time to time, to

NOTES: on their behalf and participate thereat, including
cast votes by electronic means (details of which are
1. The Ministry of Corporate Affairs, Government of provided separately, hereinbelow). Such Corporate
India (“MCA”) has vide General Circular No.10/2022 Shareholders are requested to send a certified copy of
dated 28th December 2022, read with General the Board Resolution authorizing their representatives
Circular No. 02/2021 dated 13th January 2021, to attend and vote at the Annual General Meeting
General Circular No.20/2020 dated 5th May 2020, through VC/OAVM. Since the 33rd AGM is being held
General Circular No.17/2020 dated 13th April 2020 through VC/OAVM, the Route Map is not annexed to
and General Circular No. 14/2020 dated 8th April 2020 this Notice.
(collectively referred to as “MCA Circulars”) permitted
the holding of the Annual General Meeting (“AGM” 4. The facility for Shareholders to join the AGM in the
or “Meeting”) through Video Conferencing facility/ VC/OAVM mode will be kept open to join 15 minutes
Other Audio Visual Means (“VC/OAVM”), on or before before and 15 minutes after the scheduled time of the
30th September 2023, without the physical presence commencement of the Meeting. The Shareholders
of the Members at a common venue. SEBI Circular can join the AGM by following the procedure
No. SEBI/HO/CFD/PoD -2/P/CIR/2023/4 dated mentioned herein below in the Notice. The facility of
5th January 2023 (“SEBI Circular”) has also provided participation at the AGM through VC/OAVM will be
certain relaxations from compliance with certain made available to atleast 1000 Shareholders on ‘first
provisions of SEBI (Listing Obligations and come first serve’ basis. This will not include large
Disclosure Requirements) Regulation, 2015 (“Listing Shareholders (i.e. Shareholders holding 2% or more),
Regulations”). In compliance with these MCA Promoters, , Directors, Key Managerial Personnel, the
Circulars, SEBI Circulars, the Listing Regulations and Chairperson(s) of the Audit Committee, Nomination
the provisions of the Companies Act, 2013 (“the Act”), and Remuneration Committee and Stakeholders
the 33rd AGM of the Company is being held through Relationship Committee, Auditors etc. who are
VC/OAVM. allowed to attend the AGM without restriction on
account of ‘first come first serve’ basis.
2. Explanatory Statement pursuant to Section 102 of the
Act relating to Item Nos. 3 and 4 of the Notice of the 5. The attendance of the Shareholders attending the
33rd AGM, setting out material facts concerning each AGM through VC/OAVM will be counted for the
item of Special Business, is annexed hereto. Additional purpose of reckoning the quorum under Section 103
information pursuant to the Listing Regulations and of the Act.
SS-2 issued by ICSI in respect of Directors seeking
re-appointment are furnished in detail under Clause 6. The Shareholders, seeking any information with
2(c) of the Corporate Governance Report. The regard to the accounts or any matter to be placed
Directors have furnished the requisite consents/ at the AGM, are requested to write to the Company
declarations for their reappointment. on or before 8th June, 2023, through Email to
[email protected]. The same will be replied
3. In terms of MCA Circulars, physical attendance of by/on behalf of the Company suitably.
members has been dispensed with and therefore
there is no requirement of appointment of proxies. 7. The Register of Directors and Key Managerial
Accordingly, THE FACILITY TO APPOINT A PROXY TO Personnel and their shareholding, maintained under
ATTEND AND CAST VOTE FOR THE SHAREHOLDER Section 170 of the Companies Act, 2013 and Register
IS NOT MADE AVAILABLE FOR THIS AGM and hence of Contracts or Arrangements in which the Directors
the Proxy Form and Attendance Slip are not annexed are interested, maintained under Section 189 of the
to this Notice. Companies Act, 2013 will be available electronically
for inspection by the members during the Annual
However, in terms of the provisions of Section 112 General Meeting. Other documents referred to in the
and 113 of the Act read with MCA Circulars, Corporate notice, if any, will be available for electronic inspection.
Shareholders are entitled to appoint their authorised The members seeking to inspect such documents can
representatives to attend the AGM through VC/OAVM send e-mail to [email protected].

8. The Register of Members and the Share Transfer desirous of making nominations are requested to
Books of the company shall remain closed from submit their requests in Form SH-13.The said Form
Monday, 12th June 2023 to Wednesday,14th June, 2023 can be downloaded from the web site of the company
(both days inclusive) for the Annual General Meeting. www.odysseytec.com [under “Investors” section].
Shareholders holding shares in physical form and
9. Members are requested to quote their Registered electronic form may submit the same to the RTA,
Folio Number or Demat Account Number & Depository M/s. Cameo Corporate Services Limited and to their
Participant (DP) ID Number on all correspondences respective depository participant respectively.
with the Company. Members holding shares in
dematerialized mode are requested to intimate all 13. The Securities and Exchange Board of India (SEBI)
changes pertaining to their bank details, mandate, has mandated the submission of Permanent Account
nomination, power of attorney, change of address, Number (PAN) by every participant in securities
etc,. to their respective Depository Participant (DP). market. Members holding shares in electronic form
Members holding shares in physical mode are are, therefore, requested to submit the PAN to
requested to intimate the same to Registrar & Share their Depository Participants with whom they are
Transfer Agents of the Company (RTA) M/s. Cameo maintaining their demat accounts. Members holding
Corporate Services Limited, “Subramanian Building”, shares in physical form can submit their PAN and
No.1, Club House Road, Chennai - 600 002. Bank details to the RTA.
10. The Company is concerned about the environment 14. Members may please note that SEBI vide its Circular
and utilizes natural resources in a sustainable way. No.SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8
Members who have not registered their e-mail dated January 25, 2022 has mandated listed
addresses so far or who would like to update their companies to issue securities in dematerialized form
email addresses already registered, are requested only while processing service requests viz. Issue of
to register/ update their email address with their duplicate securities certificate; claim from unclaimed
DP (in respect of shareholders who hold shares in suspense account; renewal / exchange of securities
dematerialized form) and with RTA (for those who certificate; endorsement; sub-division / splitting
hold shares in physical form) to enable us to send you of securities certificate; consolidation of securities
the communications via email. certificates / folios; transmission and transposition.
Accordingly, Members are requested to make service
11. In line with aforesaid MCA Circulars and SEBI requests by submitting a duly filled and signed
Circulars, the Annual Report including Notice of the Form ISR – 4, the format of which is available on the
33rd AGM of the Company inter alia indicating the Company’s website at www.odysseytec.com under
process and manner of e-voting is being sent only investors section. It may be noted that any service
by Email, to all the Shareholders whose Email IDs are request can be processed only after the folio is KYC
registered with the Company/Depository Participant(s) Complaint.
for communication purposes to the Shareholders and
to all other persons so entitled. 15. SEBI vide its notification SEBI/HO/MIRSD/MIRSD_
RTAMB/P/CIR/2022/8 dated January 25, 2022 has
Members may also note that the Notice of the mandated listed companies shall henceforth issue
Thirty Third AGM and the Annual Report 2022-23 securities in dematerialized mode only, while
will also be available on the Company’s website processing requests for transfer of securities including
www.odysseytec.com and website of the Stock transmission and transposition. In view of this, in
Exchange, BSE Ltd., at www.bseindia.com. The Notice order to eliminate all risks associated with physical
of the AGM shall also be available on the website of shares, members holding shares in physical form are
NSDL at www.evoting.nsdl.com. requested to convert their holdings to dematerialized
form. Members can contact the Company’s Registrar
12. Pursuant to Section 72 of the Companies Act, 2013, and Share Transfer Agents, Cameo Corporate Services
shareholders are entitled to make nomination in Ltd. for assistance in this regard.
respect of shares held by them. Shareholders

16. Instructions for e-voting: cast their vote by remote e-voting prior to the AGM
and are otherwise not barred from doing so, shall be
Pursuant to Section 108 of the Companies Act, 2013, eligible to vote through e-voting system during the
read with Rule 20 of the Companies (Management AGM. In the case of joint holders, the member whose
and Administration) Rules, 2014, as may be amended name appears as the first holder in the order of names
from time to time and Regulation 44 of SEBI as per the Register of Members of the Company shall
(Listing Obligations and Disclosure Requirements) be entitled to vote through remote e-voting or voting
Regulations, 2015, as amended, and MCA Circulars during the AGM.
dated April 8, 2020, April 13, 2020, May 5, 2020,
January 13, 2021, December 8, 2021, December The members desiring to vote through electronic
14, 2021, May 5, 2022 and December 28, 2022, the mode may refer to the detailed procedure on e-voting
Company is pleased to provide e-voting facility to given hereinafter.
the members to cast their votes electronically on all
resolutions set forth in this Notice. Shareholders who have already voted prior to the
meeting date would not be entitled to vote during the
The Company has engaged the services of National AGM.
Securities Depository Limited (NSDL) to provide
e-voting facility for this year. The Company has NSDL e-voting System- For Remote e-voting and e-voting
appointed Mr. A. Mohan Kumar, Mohan Kumar during the AGM
& Associates, Practising Company Secretary
[FCS 4347, COP No. 19145] to act as the Scrutinizer, How do I vote electronically using NSDL e-Voting system?
for conducting scrutiny of the votes cast.
The way to vote electronically on NSDL e-Voting system
Notice convening the 33rd Annual General Meeting consists of “Two Steps” which are mentioned below:
and the Annual Report 2022-23 is also available on the
NSDL’s website: www.nsdl.co.in. Step 1: Access to NSDL e-Voting system
The e-voting facility is available at the link: A) Login method for e-Voting and joining virtual meeting
www.evoting.nsdl.com for Individual shareholders holding securities in demat
mode
The e-voting facility will be available during the
following voting period: In terms of SEBI circular dated December 9, 2020 on
e-Voting facility provided by Listed Companies, Individual
Commencement
End of e-voting shareholders holding securities in demat mode are allowed
of e-voting
to vote through their demat account maintained with
Depositories and Depository Participants. Shareholders
11th June 2023, Sunday, 13th June 2023, Tuesday,
are advised to update their mobile number and email Id
at 9:00 A.M. (IST) at 5:00 P.M. (IST) in their demat accounts in order to access e-Voting facility.
During this period, shareholders of the Company, Login method for Individual shareholders holding
holding shares either in physical form or in securities in demat mode with NSDL
dematerialized form, as on the cut-off date of 7th June
2023 may cast their vote electronically. The e-voting 1. Existing IDeAS user can visit the e-Services website
module shall be disabled by NSDL thereafter. A of NSDL Viz. https://eservices.nsdl.com either on a
person who is not a member of the Company as on Personal Computer or on a mobile. On the e-Services
cut off date should treat the Notice for information home page click on the “Beneficial Owner” icon under
purpose only. “Login” which is available under ‘IDeAS’ section , this
will prompt you to enter your existing User ID and
Only those Shareholders, who will be present at the Password. After successful authentication, you will
AGM through VC/OAVM facility and who had not be able to see e-Voting services under Value added

services. Click on “Access to e-Voting” under e-Voting Individual Shareholders holding securities in demat mode
services and you will be able to see e-Voting page. with CDSL
Click on company name or e-Voting service provider
i.e. NSDL and you will be re-directed to e-Voting 1. Existing users who have opted for Easi / Easiest,
website of NSDL for casting your vote during the they can login through their user id and password.
remote e-Voting period or joining virtual meeting & Option will be made available to reach e-Voting page
voting during the meeting. without any further authentication. The URL for users
to login to Easi / Easiest are https://web.cdslindia.
2. If you are not registered for IDeAS e-Services, option com/myeasi/home/login or www.cdslindia.com and
to register is available at https://eservices.nsdl.com. click on New System Myeasi.
Select “Register Online for IDeAS Portal” or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 2. After successful login of Easi/Easiest the user will be
also able to see the e-Voting Menu. The Menu will
3. Visit the e-Voting website of NSDL. Open web browser have links of e-Voting service provider i.e. NSDL.
by typing the following URL: https://www.evoting. Click on NSDL to cast your vote.
nsdl.com/ either on a Personal Computer or on a
mobile. Once the home page of e-Voting system is 3. If the user is not registered for Easi/Easiest, option
launched, click on the icon “Login” which is available to register is available at https://web.cdslindia.com/
under ‘Shareholder/Member’ section. A new screen myeasi/Registration/EasiRegistration
will open. You will have to enter your User ID (i.e. your
sixteen digit demat account number held with NSDL), 4. Alternatively, the user can directly access e-Voting
Password/OTP and a Verification Code as shown on page by providing demat Account Number and PAN
the screen. After successful authentication, you will No. from a link in www.cdslindia.com home page. The
be redirected to NSDL Depository site wherein you system will authenticate the user by sending OTP on
can see e-Voting page. Click on company name or registered Mobile & Email as recorded in the demat
e-Voting service provider i.e. NSDL and you will be Account. After successful authentication, user will be
redirected to e-Voting website of NSDL for casting provided links for the respective ESP i.e. NSDL where
your vote during the remote e-Voting period or joining the e-Voting is in progress.
virtual meeting & voting during the meeting.
Individual Shareholders (holding securities in demat
4. Shareholders/Members can also download NSDL mode) login through their depository participants
Mobile App “NSDL Speede” facility by scanning
the QR code mentioned below for seamless voting You can also login using the login credentials of your demat
experience. account through your Depository Participant registered
with NSDL/CDSL for e-Voting facility. Upon logging in,
you will be able to see e-Voting option. Click on e-Voting
NSDL Mobile App is available on
option, you will be redirected to NSDL/CDSL Depository
site after successful authentication, wherein you can see
e-Voting feature. Click on company name or e-Voting
service provider i.e. NSDL and you will be redirected to
e-Voting website of NSDL for casting your vote during the
remote e-Voting period or joining virtual meeting & voting
during the meeting.
Important note: Members who are unable to retrieve User

ID/ Password are advised to use Forget User ID and Forget
Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities 4. Your User ID details are given below :
in demat mode for any technical issues related to login
through Depository i.e. NSDL and CDSL Manner of holding
shares i.e. Demat (NSDL Your User ID is:
or CDSL) or Physical
Login type Helpdesk details
a) For Members who 8 Character DP ID followed
Members facing any hold shares in demat by 8 Digit Client ID
Individual
technical issue in login can account with NSDL. For example if your DP ID
Shareholders holding
contact NSDL helpdesk is IN300*** and Client ID
securities in demat
by sending a request at is 12****** then your user
mode with NSDL
[email protected] or call at ID is IN300***12******
toll free no.: 1800 1020 990
and 1800 22 44 30 b) For Members who 16 Digit Beneficiary ID
hold shares in demat For example if your
account with CDSL. Beneficiary ID is
Individual Members facing any
12************** then
Shareholders holding technical issue in login can
your user ID is
securities in demat contact CDSL helpdesk
12**************
mode with CDSL by sending a request at
helpdesk.evoting@cdslindia.
c) For Members holding EVEN Number followed by
com or contact at
shares in Physical Folio Number registered
022- 23058738 or
Form. with the company
022-23058542-43
For example if folio number
is 001*** and EVEN is
101456 then user ID is
B) Login Method for e-Voting and joining virtual meeting 101456001***
for shareholders other than Individual shareholders
holding securities in demat mode and shareholders 5. Password details for shareholders other than Individual
holding securities in physical mode. shareholders are given below:
How to Log-in to NSDL e-Voting website? (a) If you are already registered for e-Voting, then you
can use your existing password to login and cast your
1. Visit the e-Voting website of NSDL. Open web vote.
browser by typing the following URL: https://www.
evoting.nsdl.com/ either on a Personal Computer or (b) If you are using NSDL e-Voting system for the first
on a mobile. time, you will need to retrieve the ‘initial password’
which was communicated to you. Once you retrieve
2. Once the home page of e-Voting system is launched, your ‘initial password’, you need to enter the ‘initial
click on the icon “Login” which is available under password’ and the system will force you to change
‘Shareholder/Member’ section. your password.
3. A new screen will open. You will have to enter your (c) How to retrieve your ‘initial password’?
User ID, your Password/OTP and a Verification Code
(i) If your email ID is registered in your demat
as shown on the screen.
account or with the company, your ‘initial password’
is communicated to you on your email ID. Trace the
Alternatively, if you are registered for NSDL eservices
email sent to you from NSDL from your mailbox.
i.e. IDEAS, you can log-in at https://eservices.nsdl.com/
Open the email and open the attachment i.e. a .pdf
with your existing IDEAS login. Once you log-in to NSDL
file. Open the .pdf file. The password to open the .pdf
eservices after using your log-in credentials, click on
file is your 8 digit client ID for NSDL account, last 8
e-Voting and you can proceed to Step 2 i.e. Cast your vote
digits of client ID for CDSL account or folio number
electronically.
for shares held in physical form. The .pdf file contains
your ‘User ID’ and your ‘initial password’.
(ii) If your email ID is not registered, please follow steps 4. Cast your vote by selecting appropriate options i.e.
mentioned below in process for those shareholders assent or dissent, verify/modify the number of shares
whose email ids are not registered. for which you wish to cast your vote and click on
“Submit” and also “Confirm” when prompted.
6. If you are unable to retrieve or have not received the
5. Upon confirmation, the message “Vote cast
“Initial password” or have forgotten your password:
successfully” will be displayed.
(a) Click on “Forgot User Details/Password?”(If you 6. You can also take the printout of the votes cast by you
are holding shares in your demat account with NSDL by clicking on the print option on the confirmation
or CDSL) option available on www.evoting.nsdl.com. page.
7. Once you confirm your vote on the resolution, you
(b) Physical User Reset Password?” (If you are will not be allowed to modify your vote.
holding shares in physical mode) option available on
www.evoting.nsdl.com. GENERAL GUIDELINES FOR SHAREHOLDERS
(c) If you are still unable to get the password by 1. Institutional shareholders (i.e. other than individuals,
aforesaid two options, you can send a request at HUF, NRI etc.) are required to send scanned copy
[email protected] mentioning your demat account (PDF/JPG Format) of the relevant Board Resolution/
number/folio number, your PAN, your name and your Authority letter etc. with attested specimen signature
registered address etc. of the duly authorized signatory(ies) who are
authorized to vote, to the Scrutinizer by e-mail to
(d) Members can also use the OTP (One Time Password) [email protected] with a copy marked to
based login for casting the votes on the e-Voting system [email protected].
of NSDL.
2. It is strongly recommended not to share your
7. After entering your password, tick on Agree to “Terms password with any other person and take utmost
and Conditions” by selecting on the check box. care to keep your password confidential. Login
to the e-voting website will be disabled upon
8. Now, you will have to click on “Login” button. five unsuccessful attempts to key in the correct
password. In such an event, you will need to go
9. After you click on the “Login” button, Home page of through the “Forgot User Details/Password?” or
e-Voting will open. “Physical User Reset Password?” option available on
www.evoting.nsdl.com to reset the password.
Step 2: Cast your vote electronically and join General
Meeting on NSDL e-Voting system. 3. In case of any queries, you may refer the Frequently
Asked Questions (FAQs) for Shareholders and
How to cast your vote electronically and join General e-voting user manual for Shareholders available at
Meeting on NSDL e-Voting system? the download section of www.evoting.nsdl.com or
call on toll free no.: 1800 1020 990 and 1800 22
1. After successful login at Step 1, you will be able to see 44 30 or send a request to Ms. Prajakta Pawle at
all the companies “EVEN” in which you are holding [email protected]
shares and whose voting cycle and General Meeting
is in active status. Process for those shareholders whose email ids are not
2. Select “EVEN” of company for which you wish to registered with the depositories for procuring user id and
cast your vote during the remote e-Voting period password and registration of e mail ids for e-voting for
and casting your vote during the General Meeting. the resolutions set out in this notice:
For joining virtual meeting, you need to click on “VC/
OAVM” link placed under “Join General Meeting”. 1. In case shares are held in physical mode please
provide Folio No., Name of shareholder, scanned
3. Now you are ready for e-Voting as the Voting page
copy of the share certificate (front and back), PAN
opens.
(self attested scanned copy of PAN card), AADHAR on the day of the AGM shall be the same person
(self attested scanned copy of Aadhar Card) by email mentioned for Remote e-voting.
to [email protected].
INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE
2. In case shares are held in demat mode, please provide AGM THROUGH VC/OAVM ARE AS UNDER:
DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary
ID), Name, client master or copy of Consolidated 1. Member will be provided with a facility to attend
Account statement, PAN (self attested scanned copy the AGM through VC/OAVM through the NSDL
of PAN card), AADHAR (self attested scanned copy of e-Voting system. Members may access by following
Aadhar Card) to ([email protected]). If you the steps mentioned above for Access to NSDL
are an Individual shareholders holding securities in e-Voting system. After successful login, you can see
demat mode, you are requested to refer to the login link of “VC/OAVM link” placed under “Join General
method explained at step 1 (A) i.e. Login method for meeting” menu against company name. You are
e-Voting and joining virtual meeting for Individual requested to click on VC/OAVM link placed under
shareholders holding securities in demat mode. Join General Meeting menu. The link for VC/OAVM
will be available in Shareholder/Member login where
3. Alternatively shareholder/members may send a the EVEN of Company will be displayed. Please note
request to [email protected] for procuring user that the members who do not have the User ID and
id and password for e-voting by providing above Password for e-Voting or have forgotten the User ID
mentioned documents. and Password may retrieve the same by following the
remote e-Voting instructions mentioned in the notice
4. In terms of SEBI circular dated December 9, 2020 to avoid last minute rush.
on e-Voting facility provided by Listed Companies,
Individual shareholders holding securities in demat 2. Members are encouraged to join the Meeting through
mode are allowed to vote through their demat Laptops for better experience.
account maintained with Depositories and Depository
Participants. Shareholders are required to update their 3. Further, Members will be required to allow Camera
mobile number and email ID correctly in their demat and use Internet with a good speed to avoid any
account in order to access e-Voting facility. disturbance during the meeting.
THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON 4. Please note that Participants Connecting from Mobile
THE DAY OF THE AGM ARE AS UNDER:- Devices or Tablets or through Laptop connecting via
Mobile Hotspot may experience Audio/Video loss
1. The procedure for e-Voting on the day of the AGM is due to Fluctuation in their respective network. It is
same as the instructions mentioned above for remote therefore recommended to use Stable Wi-Fi or LAN
e-voting. Connection to mitigate any kind of aforesaid glitches.
2. Only those Members/ shareholders, who will be 5. Shareholders who would like to express their
present in the AGM through VC/OAVM facility and views/have questions may send their questions
have not casted their vote on the Resolutions through in advance mentioning their name demat account
remote e-Voting and are otherwise not barred from number/folio number, email id, mobile number at
doing so, shall be eligible to vote through e-Voting ([email protected]) before 8th June, 2023.
system in the AGM. The same will be replied by the company suitably.
3. Members who have voted through Remote e-Voting 6. Those shareholders who have registered themselves
will be eligible to attend the AGM. However, they will as a speaker will only be allowed to express their
not be eligible to vote at the AGM. views/ask questions during the meeting. The
Company reserves the right to restrict the number of
4. The details of the person who may be contacted for questions and number of speakers, depending upon
any grievances connected with the facility for e-Voting the availability of time as appropriate for smooth
conduct of the AGM.
General Instructions
a. The remote e-voting shall not be allowed beyond the g. Subject to the receipt of requisite number of votes
abovementioned date and time. through remote e-voting and voting during the
meeting, the Resolutions proposed in the Notice shall
b. Once the vote on the resolution is cast by the be deemed to have been passed on the date of the
shareholder, whether partially or otherwise, the meeting, i.e., Wednesday, 14th June 2023.
shareholder shall not be allowed to change it
subsequently or cast the vote again.
c. Any person who have acquired shares and become By order of the Board of Directors
members of the company after the electronic despatch For Odyssey Technologies Limited
of the notice and holding shares as on cut-off date, i.e.
7th June 2023 and who have updated their PAN with
the Company/DP, should follow the instructions as
above mentioned to vote through e-voting and those Registered Office:
who have not updated their PAN with the Company/
DP, can send a mail to [email protected] 5th Floor, Dowlath Towers,
and [email protected] to obtain sequence 63, Taylors Road, B.Purnima
number and they will have to follow the instructions Kilpauk, Company Secretary &
as above mentioned to vote through e-voting. Chennai-600 010 Compliance Officer
d. The voting rights of members shall be in proportion to
their shares in the paid up equity share capital of the
Company as on cut-off date. A person, whose name is
recorded in the register of members or in the register
of beneficial owners maintained by the depositories
as on the cut-off date only shall be entitled to avail
the facility of remote e-Voting and e-voting during the
AGM .
e. The Scrutinizer shall, immediately after the conclusion

of voting during the general meeting, would count
the votes cast during the meeting and through
remote e-voting, thereafter unblock the votes cast
through remote e-voting in the presence of at least
two witnesses not in the employment of the Company
and make, not later than three days of conclusion of
the meeting, a consolidated Scrutinizer’s report of
the total votes cast in favour or against, if any, to the
Chairman or a person authorized by him in writing
who shall countersign the same.
f. The results declared along with the Scrutinizer’s

Report shall be placed on the Company’s website
www.odysseytec.com and on the website of NSDL
www.nsdl.co.in immediately after the result is
declared. The Company shall simultaneously forward
the results to BSE Ltd., where the shares of the
Company are listed.

EXPLANATORY STATEMENT
As required under Section 102 of the Companies Act, 2013 (“Act”), the following explanatory statement sets out all
material facts relating to business mentioned under Item No.’s 3 and 4 of the accompanying Notice:
Item No.3 : Re-appointment of Mr. B. Robert Raja (DIN : 00754202) as Chairman and Managing Director, liable to retire
by rotation, with effect from 1st April, 2023 up to 31st March, 2026
The shareholders of the Company at their 30th Annual General Meeting of the Company (‘AGM’) held on 16th September
2020 had accorded approval for the re-appointment of Mr. B. Robert Raja, Chairman and Managing Director of the
Company for a period of three years with effect from 1st April 2020 up to 31st March 2023, liable to retire by rotation, by
passing a Special Resolution pursuant to the provisions of Sections 2(54), 196,197 and 203 read with Schedule V and
other applicable Rules and provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The terms and conditions of the above appointment were within the overall limits of Schedule V of the Companies
Act, 2013.
The present tenure of Mr. B. Robert Raja, Chairman and Managing Director of the Company expires on 31st March, 2023.
It is proposed to reappoint Mr. B. Robert Raja as Chairman and Managing Director of the Company, liable to retire by
rotation for a further period of three years with effect from 1st April, 2023 up to 31st March, 2026 upon the terms and
conditions including the remuneration as recommended by the Nomination and Remuneration Committee of Directors at
their meeting held on 24th January 2023. Mr.B.Robert Raja will be turning 70 years of age in the final year of his proposed
tenure of reappointment. Section 196 (3)(a) of the Companies Act, 2013 allows him to be reappointed as Chairman and
Managing Director of the Company by passing a Special Resolution along with sufficient justification for such appointment
as required in the explanatory statement.
Mr. B. Robert Raja’s rich and vast experience, expertise in Information Technology industry coupled with the knowledge
of general business management and his strong Board performance and his continuous association as a Director will be
beneficial and to the best interest of the Company even after him attaining age of 70 years during the final year of his term
of appointment.
Regulation 17 (1C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 stipulates that approval
of shareholders for appointment/reappointment of a person on the Board of Directors (or as a manager) is taken
at the next general meeting or within a time period of three months from the date of appointment, whichever is
earlier. Since Mr.B.Robert Raja’s tenure of appointment commences from 01.04.2023, approval of shareholders is being
sought for within 3 months from such date in this Annual General Meeting.
Pursuant to the provisions of Section 196 (4) of the Companies Act, 2013, appointment of a Managing Director and the
terms and conditions of such appointment and remuneration payable shall be approved by the Board of Directors at a
meeting, which shall be subject to the approval of the shareholders by a resolution at the ensuing general meeting of the
company.
Regulation 17 (6) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires the approval
of shareholders by special resolution if the aggregate annual remuneration payable to the Executive Directors who are
promoters or members of the promoters group exceed 5% of Net profits of the listed entity (calculated as per Section 198
of the Act). Since, the remuneration payable to CMD and WTD & CFO exceeds the prescribed limit, approval by special
resolution is being sought from the shareholders.

The main terms and conditions of the re-appointment of Mr. B. Robert Raja, [hereinafter referred to as “CMD”] are given
below:
A. Tenure of re-appointment :
The re-appointment of CMD, liable to retire by rotation shall be for a further period of three years with effect from
1st April, 2023 up to 31st March, 2026.
B. Remuneration :
The CMD shall be paid remuneration up to an amount not exceeding Rs.5,43,300/- per month (CTC of Rs.72,00,000/- per
annum) during the period of his tenure effective from 1st April 2023 till 31st March, 2026, which is inclusive of salary,
allowances, perquisites and benefits. The perquisites and benefits shall be valued as per Income Tax Rules, 1962.
Any time during the term of these three years, the remuneration payable to the CMD may be revised by the Board of
Directors of the Company on the recommendation of the Nomination and Remuneration Committee, based on the
performance of the Company, performance of the CMD and his contributions to the growth of the Company and the
market standards and the said remuneration, as enhanced, shall not exceed the limits prescribed under Section 197
read with Schedule V of the Companies Act, 2013, including any amendment, modification, variation or re-enactment
thereof.
The CMD, in addition to receiving such remuneration, subject to the provisions of the Companies Act, 2013 shall be
entitled to be reimbursed by the Company in respect of any out of pocket expenses incurred by him in discharge of his
bonafide functions / duties on behalf of the Company and in addition he is entitled to the following benefits:-
a. Contribution to Provident Fund, Superannuation or Annuity fund to the extent these either singly or put together
are not taxable,
b. Gratuity at the rate of 15 days salary for each completed year of service at the end of tenure,
c. Encashment of unavailed leave at the end of the tenure,
d. Use of Company’s Car for official purposes, as per the rules of the Company, which shall not be considered as
perquisite.
e. Any other benefit as may be provided by the Company and agreed upon by the Board of Directors of the Company
as per the Employment Rules of the Company, as may be amended from time to time.
Shareholders’ approval is also being sought to empower the Board to vary the terms of employment, including the
remuneration from time to time based on the exigencies of business, but within the limits prescribed by the Companies
Act, 2013.
C. Minimum Remuneration :
Notwithstanding anything to the contrary herein contained, where in any financial year during the tenure of the
CMD, the Company has no profits or its profits are inadequate, the above remuneration shall be treated as minimum
remuneration payable, subject to further approvals as required under Schedule V of the Act, or any modification(s)
thereto.
D. Nature of Duties
The CMD shall have all powers and authorities which remain vested with him under the Companies Act, 2013 and
Articles of Association of the company and the CMD shall be entitled to the management and control of whole of the
affairs of the company.
E. Other terms & conditions:-

(i) The terms and conditions of the above appointment shall be within the overall limits of Section II of Part II of
Schedule V to the Companies Act, 2013 as may be amended from time to time. Wherein in any financial year the

company has adequate profits, the remuneration payable to the CMD shall be within the prescribed limit as laid down
in Section I of Part II of Schedule V or any modification(s) thereto.
(ii) The CMD as long as he functions as such shall not be paid any sitting fees for attending the meeting of the Board
of Directors or committee thereof.
(iii) The appointment may be terminated by either party (the Company or the CMD) by giving to the other party three
calendar months’ prior notice in writing of such termination or the Company paying three month’s remuneration in
lieu of the notice.
Information required under clause (iv) of proviso to paragraph B of Section II of Part II of Schedule V of the
Companies Act, 2013.
I. General information:
(1) Nature of industry:
The Company is engaged mainly in development of software products in the area of information security.
(2) Date or expected date of commencement of commercial production:

The Company has been in business for the past 33 years and focusing on information security vertical for the past
23 years.
(3) In case of new companies, expected date of commencement of activities:

Not applicable, as the company is an existing company.
(4) Financial performance based on given indicators: (Rs.in lakhs)
Sl.No. Particulars FY 2022-23 FY 2021-22 FY 2020-21
1 Revenue from Operations (Net) 2419.30 2267.46 1659.07
2 Profit before Tax 565.22 637.14 235.49
3 Profit after Tax 436.61 459.72 193.14
4 Share Capital 1577.88 1574.62 1574.62
5 Net Profit as computed under Section 565.22 637.14 235.48

198 of the Companies Act, 2013
6 Rate of Dividend on Equity shares (%) NA NA NA
(5) Foreign investments or collaborations if any: NIL
II. Information about the appointee:
(1) Background details:
He has over 16 years of experience in various capacities in Government service including the Indian Revenue Services
and his designation was Deputy Commissioner of Income Tax at the time of leaving the service in 1992.

He has been actively involved for more than 30 years in the field of Information Technology with particular reference
to Information security. He has a rich research experience in the field of general computing, cryptography as well
as experience in management. In Odyssey, in addition to his administrative duties, he also serves as a primary
technology resource.
He has also spoken in several conferences at both national and international level on his chosen subject of Information
Security.
(2) Past remuneration: (Rs. in Lakhs per annum)
1 Remuneration paid to CMD 72.00 48.00 48.00
(3) Recognition or awards/ Job profile and his suitability:

Mr. B. Robert Raja had briefly served in the Technology Committee of the Controller of Certifying Authorities of India.
He had also participated in some high-profile investigations during his employment with the Government of India that
called for a great deal of Cryptography related skills.
He has built a highly skilled team of research and development personnel for the Company over the years and has
been setting the direction of the Company’s technology and products.
His skill sets are recognized by the Industry and are relevant for generating customer trust that leads to customer
acquisition for the company’s products.
He has also steered the company during its financially difficult product development phase successfully and
maintained the company’s focus.
He has also been actively involved in architecting and building the next generation of technology products for the
company.
(4) Remuneration proposed:
Rs.5,43,300/- per month( CTC of Rs.72,00,000/- per annum) during the period of his tenure effective from 1st April 2023
till 31st March, 2026, which is inclusive of Salary, allowances, perquisites and benefits . The perquisites and benefits
are valued as per Income Tax Rules, 1962. In addition the CMD is entitled to the following benefits.

a. Contribution to Provident Fund, Superannuation or Annuity fund to the extent these either singly or put together
are not taxable,
perquisite.
e. Any other benefit as may be provided by the Company and agreed upon by the Board of Directors of the
Company as per the Employment Rules of the Company, as may be amended from time to time.
Any time, during the term of these three years, the remuneration payable to the CMD may be revised by the Board
of Directors of the Company on the recommendation of the Nomination and Remuneration Committee, based on the
performance of the Company, performance of the CMD and his contributions to the growth of the Company and the

market standards and the said remuneration, as enhanced, shall not exceed the limits prescribed under Section 197
read with Schedule V of the Companies Act, 2013, including any amendment, modification, variation or re-enactment
thereof.
(5) Comparative remuneration profile with respect to industry, size of the company, profile of the position and person:
Comparable experience profiles attract a minimum remuneration in excess of Rs.1.2 crore per annum in the
Information Security Industry.
(6) Pecuniary relationship directly or indirectly with the company, or relationship with managerial personnel, if any
Other than the remuneration stated above, Mr. B. Robert Raja has no other pecuniary relationship directly or indirectly
with the Company. He holds 72,79,955 equity shares in the Company constituting 46.14% of paid up equity share
capital of the company as on March 31, 2023.
Mr. B. Robert Raja is related to Mr. B. Antony Raja, who is a Whole-time Director & CFO of the Company.
III. Other information:
(1) Reasons for losses or inadequate profits :
Odyssey is engaged in software product development in the area of information security with particular reference
to PKI based Digital Signature technologies. The entire development was undertaken in-house so that the resultant
Intellectual Properties will be entirely owned by the Company.
Building such products from the ground-up is a resource intensive and time consuming task and Odyssey had
undertaken that with a smaller capital base than is usual for such product development companies.
Product development, gaining market acceptance and then scaling the operations led to a slow but steady growth in
revenues over the last two decades.
(2) Steps taken or proposed to be taken for improvement and expected increase in productivity and profits in
measurable terms :
The products have been continuously improved and market tested over the last few years and have shown steady
market acceptance. The strategy followed so far has been the correct one as evidenced by the customer acceptance
and increasing revenues. The steps that are required are to maintain and grow the technology and customer focus
with rigorous discipline and consistency. The company has already been witnessing reasonable profits from the
financial year 2008-09 onwards and the net profit for the FY 2022-23 is Rs.436.61 lakhs as compared to the net profit
of Rs.459.72 lakhs during the FY 2021–22. The company is expected to become more profitable in the coming years.
In compliance with the provisions of Sections 196, 197 and other applicable provisions of the Act, read with Schedule
V to the Act, the terms of appointment and remuneration of the CMD as specified above are now being placed before
the members for their approval. The Board commends the Resolution at Item No.3 for approval by the members.
Except Mr. B. Robert Raja and his brother Mr. B. Antony Raja [Whole-time Director & CFO of the Company], none of
the other Directors and Key Managerial Personnel of the Company or their relatives are interested in the Resolution
set out in the Notice.

Item No.4 : Re-appointment of Mr. B. Antony Raja (DIN: 00754523) as Whole-time Director & CFO, liable to retire
by rotation, with effect from 1st April, 2023 up to 31st March, 2026.
The shareholders of the Company at their 30th Annual General Meeting of the Company held on 16th September 2020
had accorded approval for the re-appointment of Mr. B. Antony Raja, Whole-time Director of the Company for a period
of three years with effect from 1st April 2020 up to 31st March 2023, liable to retire by rotation, by passing a Special
resolution pursuant to the provisions of Sections 2(94), 196, 197 and 203 read with Schedule V and other applicable
Rules and provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
terms and conditions of the above appointment was within the overall limits of Schedule V of the Companies Act,
2013.
Since the present tenure of Mr. B. Antony Raja, Whole-time Director & CFO of the Company expires on 31st March,
2023, it is proposed to reappoint Mr. B. Antony Raja as Whole-time Director & CFO of the Company, liable to retire
by rotation for a further period of three years with effect from 1st April, 2023 up to 31st March, 2026 upon the terms
and conditions including the remuneration as recommended by the Nomination and Remuneration Committee of
Directors at their meeting held on 24th January 2023.
Regulation 17 (1C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 stipulates that
approval of shareholders for appointment/reappointment of a person on the Board of Directors (or as a manager)
is taken at the next general meeting or within a time period of three months from the date of appointment,
whichever is earlier. Since Mr.B.Antony Raja’s tenure of appointment commences from 01.04.2023, approval of
shareholders is being sought for within 3 months from such date in this Annual General Meeting.
Pursuant to the provisions of Section 196 (4) of the Companies Act, 2013, appointment of a Whole-time Director and
the terms and conditions of such appointment and remuneration payable shall be approved by the Board of Directors
at a meeting, which shall be subject to the approval of the shareholders by a resolution at the ensuing general
meeting of the company.
Regulation 17 (6) (e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires the approval
of shareholders by special resolution if the aggregate annual remuneration payable to the Executive Director who are
promoters or members of the promoters group exceed 5% of Net profits of the listed entity (calculated as per Section
198 of the Act). Since, the remuneration payable to CMD and WTD & CFO exceeds the prescribed limit, approval by
special resolution is being sought from the shareholders.
The main terms and conditions of the re-appointment of Mr. B. Antony Raja, [hereinafter referred to as “WTD & CFO”]
are given below:
A. Tenure of re-appointment :
The re-appointment of WTD & CFO, liable to retire by rotation, shall be for a further period of three years with effect
from 1st April, 2023 up to 31st March, 2026.
B. Remuneration :
The WTD & CFO shall be paid remuneration up to an amount not exceeding Rs.3,78,300/- per month (CTC of
Rs.50,00,000/- per annum) during the period of his tenure effective from 1st April 2023 till 31st March, 2026, which is
inclusive of salary, allowances, perquisites and benefits. The perquisites and benefits shall be valued as per Income
Tax Rules, 1962.
Any time during the term of these three years, the remuneration payable to the WTD & CFO may be revised by
the Board of Directors of the Company on the recommendation of the Nomination and Remuneration Committee,
based on the performance of the Company, performance of the WTD & CFO and his contributions to the growth

of the Company and the market standards and the said remuneration, as enhanced, shall not exceed the limits
prescribed under Section 197 read with Schedule V of the Companies Act, 2013, including any amendment,
modification, variation or re-enactment thereof.
The WTD & CFO of the Company in addition to receiving such remuneration, subject to the provisions of the
Companies Act, 2013 shall be entitled to be reimbursed by the Company in respect of any out of pocket expenses
incurred by him in discharge of his bonafide functions / duties on behalf of the Company and in addition he is
entitled to the following benefits:-
a. Contribution to Provident Fund, Superannuation or Annuity fund to the extent these either singly or put
together are not taxable,
d. Use of Company’s Car for official purposes, as per the rules of the Company, which shall not be considered
as perquisite.
e. Any other benefit as may be provided by the Company and agreed upon by the Board of Directors of the
Company as per the Employment Rules of the Company, as may be amended from time to time.
Shareholders’ approval is also being sought to empower the Board to vary the terms of employment from time to
time on the exigencies of business, but within the limits prescribed by the Companies Act, 2013.
C. Minimum Remuneration :
Notwithstanding anything to the contrary herein contained, where in any financial year during the tenure of the
WTD & CFO, the Company has no profits or its profits are inadequate, the above remuneration shall be treated
as minimum remuneration payable, subject to further approvals as required under Schedule V of the Act, or any
modification(s) thereto.
D. Nature of Duties:-
The WTD & CFO shall, subject to the supervision and control of the Board of Directors perform such duties as
shall from time to time be entrusted to him by the Board and the CMD.
E. Other terms & conditions :

(i) The terms and conditions of the above appointment shall be within the overall limits of Section II of Part II of
Schedule V to the Companies Act, 2013 as may be amended from time to time. Wherein in any financial year the
company has adequate profits, the remuneration payable to the WTD & CFO shall be within the prescribed limit
as laid down in Section I of Part II of Schedule V or any modification(s) thereto.
(ii) The WTD & CFO as long as he functions as such shall not be paid any sitting fees for attending the meeting of
the Board of Directors or committee thereof.
(iii) The appointment may be terminated by either party (the Company or the WTD & CFO) by giving to the other
party three calendar months’ prior notice in writing of such termination or the Company paying three month’s
remuneration in lieu of the notice.

Information required under clause (iv) of proviso to paragraph B of Section II of Part II of Schedule V of the Companies
Act, 2013.
I. General information:
(1) Nature of industry:
The Company is engaged mainly in development of software products in the area of information security.
(2) Date or expected date of commencement of commercial production:

The Company has been in business for the past 33 years and focusing on information security vertical for the past
23 years.
(3) In case of new companies, expected date of commencement of activities:

Not applicable, as the company is an existing company.
(4) Financial performance based on given indicators :

(Rs.in lakhs)
1 Revenue from Operations (Net) 2419.30 2267.46 1659.07
2 Profit before Tax 565.22 637.14 235.49
3 Profit after Tax 436.61 459.72 193.14
4 Share Capital 1577.88 1574.62 1574.62
5 Net Profit as computed under Section 565.22 637.14 235.49

198 of the Companies Act, 2013
6 Rate of Dividend on Equity shares (%) NA NA NA
(5) Foreign investments or collaborations if any: NIL
II. Information about the appointee:
(1) Background details:
Mr. B. Antony Raja is a technocrat by training and has contributed to successful marketing of the products of the
company which significantly enhanced the performance of the company.
He has over 32 years of experience in handling Finance, Administration, Human Resources and has been managing
the day to day activities of the company since inception of the company.
He has also been actively involved in all matters of compliance by the company. This has been significantly demanding
considering the changes in the legislative and regulatory environment in the last few years.

(2) Past remuneration:
Rs. in Lakhs (per annum)
1 Remuneration paid to WTD & CFO 50.00 42.00 36.00
(3) Recognition or awards/ Job profile and his suitability:

He has over 32 years of experience in handling Finance, Administration, Human Resources and managing the day to
day activities of the company.
This resulted in significant operational cost reduction especially when the company was undergoing severe cash flow
problems.
(4) Remuneration proposed:
Rs.3,78,300/- per month (CTC of Rs.50,00,000/- per annum) during the period of his tenure effective from 1st April 2023 till
31st March, 2026, which is inclusive of Salary, allowances, perquisites and benefits. The perquisites and benefits are valued
as per Income Tax Rules, 1962. In addition WTD & CFO is entitled to the following benefits:-
a. Contribution to Provident Fund, Superannuation or Annuity fund to the extent these either singly or put together are
not taxable,
perquisite.
e. Any other benefit as may be provided by the Company and agreed upon by the Board of Directors of the Company
as per the Employment Rules of the Company, as may be amended from time to time.
Any time during the term of these three years, the remuneration payable to the WTD & CFO may be revised by the Board
of Directors of the Company on the recommendation of the Nomination and Remuneration Committee, based on the
performance of the Company, performance of the WTD & CFO and his contributions to the growth of the Company and the
market standards and the said remuneration, as enhanced, shall not exceed the limits prescribed under Section 197 read
with Schedule V of the Companies Act, 2013, including any amendment, modification, variation or re-enactment thereof.
(5) Comparative remuneration profile with respect to industry, size of the company, profile of the position and person:
Comparable experience profiles attract a minimum remuneration in excess of Rs.80 lakhs per annum in the Information
Security Industry.
(6) Pecuniary relationship directly or indirectly with the company, or relationship with managerial personnel, if any:
Other than the remuneration stated above, Mr. B Antony Raja has no other pecuniary relationship directly or indirectly
with the Company. He holds 5,03,000 equity shares in the Company constituting 3.19% of paid up equity share capital
of the company as on March 31, 2023.
Mr. B. Antony Raja is related to Mr. B. Robert Raja, CMD of the Company.

III. Other information:
(1) Reasons for losses or inadequate profits :
Odyssey is engaged in software product development in the area of information security with particular
reference to PKI based Digital Signature technologies. The entire development was undertaken in-house so
that the resultant Intellectual Properties will be entirely owned by the Company.
Building such products from the ground-up is a resource intensive and time consuming task and Odyssey had
undertaken that with a smaller capital base than is usual for such product development companies.
Product development, gaining market acceptance and then scaling the operations led to a slow but steady
growth in revenues over the last two decades.
(2) Steps taken or proposed to be taken for improvement and expected increase in productivity and profits
in measurable terms :
The products have been continuously improved and market tested over the last few years and have shown
steady market acceptance. The strategy followed so far has been the correct one as evidenced by the customer
acceptance and increasing revenues. The steps that are required are to maintain and grow the technology
and customer focus with rigorous discipline and consistency. The company has already been witnessing
reasonable profits from the financial year 2008-09 onwards and the net profit for the FY 2022-23 is Rs.436.61
lakhs as compared to the net profit of Rs.459.72 lakhs during the FY 2021–22. The company is expected to
become more profitable in the coming years.
In compliance with the provisions of Sections 196, 197 and other applicable provisions of the Act, read with
Schedule V to the Act, the terms of appointment and remuneration of the WTD & CFO as specified above are
now being placed before the members for their approval. The Board commends the Resolution at Item No.4
for approval by the members.
Except Mr. B. Antony Raja and his brother Mr. B. Robert Raja [CMD of the Company], none of the other Directors
and Key Managerial Personnel of the Company or their relatives are interested in the Resolution set out in the
Notice.
By order of the Board of Directors

For Odyssey Technologies Limited
Registered Office:
63, Taylors Road, B.Purnima
Kilpauk, Company Secretary &
Chennai-600 010 Compliance Officer

Annual Report 2022-23 Odyssey Technologies Limited
BOARD’S REPORT
To the Members, The net profit generated during the year has been
transferred to Retained Earnings under Reserves & Surplus.
The Directors present the Annual Report of Odyssey
The closing balance of retained earnings of the company
Technologies Limited (“the Company” or “Odyssey”)
along with the Audited Financial Statements for the for the financial year 2022-23 was Rs.1465.21 lakhs.
financial year ended 31st March, 2023.
(Rs.in Lakhs) DIVIDEND
The Directors have not recommended any Dividend
Financial Financial on equity shares of the company for the year ended
Sl. 31st March, 2023.
Particulars Year Year
No
2022-23 2021-22
DIRECTORS’ RESPONSIBILITY STATEMENT
01 Revenue from Operations (Net) 2,419.30 2,267.46
Pursuant to Section 134 (3) (c) of the Companies Act, 2013
02 Other Income 178.82 88.84 [“the Act”], the Directors of the Company, to the best of
03 Total Income 2,598.12 2,356.30
their knowledge and ability, confirm that:
04 Expenditure 2,032.90 1,719.16 a. in the preparation of the annual accounts for the year
05 Profit before tax 565.22 637.14 ended 31st March, 2023, the applicable accounting
06 Profit before tax (% of 23.36 28.10 standards have been followed and there are no
revenue) material departures;
07 Tax Expense 128.61 177.42
b. they have selected such accounting policies and
applied them consistently and made judgments and
08 Profit after tax 436.61 459.72
estimates that are reasonable and prudent so as to
09 Profit after tax (% of revenue) 18.05 20.27 give a true and fair view of the state of affairs of the
Company as at 31st March, 2023 and of the profit of
10 Other Comprehensive Income (32.77) (13.49)
/ (Losses) the Company for the year ended on that date;
c. they have taken proper and sufficient care for the
11 Total Comprehensive Income 403.84 446.23 maintenance of adequate accounting records in
for the period
accordance with the provisions of the Companies
12 Earnings per share (in Rs.) :
Act, 2013 for safeguarding the assets of the Company
- Basic 2.77 2.92 and for preventing and detecting fraud and other
- Diluted 2.74 2.89 irregularities;
d. they have prepared the annual accounts of the
13 Opening Balance of retained 1,028.60 568.88
earnings
Company on a going concern basis;
e. they have laid down internal financial controls to
14 Profit for the period 436.61 459.72 be followed by the Company and that such internal
financial controls are adequate and are operating
15 Closing balance of retained 1,465.21 1,028.60 effectively; and
earnings
f. they have devised proper systems to ensure
compliance with the provisions of all applicable laws
PERFORMANCE REVIEW and that such systems are adequate and operating
effectively.
The Company’s revenue from operations for the year
under review is Rs.2419.30 lakhs as compared to Based on the framework of internal financial controls and
Rs.2267.46 lakhs in the previous year. The Profit after Tax compliance systems established and maintained by the
is at Rs.436.61 lakhs as compared to Rs.459.72 lakhs in the Company, the work performed by the internal, statutory
previous year. and secretarial auditors including audit of internal financial

controls over financial reporting by the statutory auditors of Managerial Personnel) Rules, 2014, Key Managerial
and reviews performed by the management and the audit Personnel of the Company as on 31st March 2023 are
committee, the Board of Directors is of the opinion that the Mr. B. Robert Raja- Chairman and Managing Director,
Company’s internal financial controls were adequate and Mr. B. Antony Raja, Whole-time Director & Chief Financial
effective during the financial year 2022-23. Officer and Ms B.Purnima- Company Secretary. There has
been no change in the Key Managerial Personnel during
the year.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Directors
SHARE CAPITAL
The shareholders of the Company at their 30th Annual
The paid-up Capital of the Company was increased to
General Meeting of the Company [“AGM”] held on
Rs.1577.88 lakhs through share allotments made against
16th September 2020 had accorded approval for the
exercise of Options (32,600 equity shares) under Odyssey
re-appointment of Mr. B. Robert Raja, Chairman and
Technologies Limited - Employee Stock Option Scheme
Managing Director of the Company [“CMD”] and
(ESOP-2019), comprising of 157,78,775 equity shares at a
Mr. B. Antony Raja, Whole-time Director [“WTD”] for a
face value of Rs.10/- each as on March 31, 2023.
period of three years with effect from 1st April 2020 up
to 31st March 2023, liable to retire by rotation, by passing
Special Resolutions pursuant to the provisions of the Act ODYSSEY TECHNOLOGIES LIMITED – EMPLOYEE STOCK
and the Rules made thereunder. Therefore, since their OPTION SCHEME, 2019 (ESOP-2019)
present tenure expires on 31st March 2023, it is proposed
The Company had instituted ESOP-2019 with the aim of
to re-appoint Mr. B. Robert Raja, CMD and Mr. B. Antony
motivating, incentivizing, and rewarding the employees.
Raja, WTD & CFO for a further period of three years with
The Nomination and Remuneration Committee administers
effect from 1st April, 2023 up to 31st March, 2026, liable to
these plans. The stock option plans are in compliance with
retire by rotation, pursuant to the provisions of the Act and
the Securities and Exchange Board of India (Share Based
the Rules made thereunder.
Employee Benefits and Sweat Equity) Regulations, 2021,
as amended (“Employee Benefits Regulations”) and there
Pursuant to the provisions of Section 152 of the Companies
have been no material changes to these plans during the
Act, 2013 and Articles of Association of the Company,
financial year. Disclosures on the details of the plan, details
Mr. B. Robert Raja, Director of the Company retires by
of options granted etc., as required under the Employee
rotation at the ensuing Annual General Meeting and being
Benefits Regulations, are available on the Company’s
eligible, offers himself for reappointment. A resolution
website at https://www.odysseytec.com/pdf/ESOP_
seeking shareholders’ approval for his re-appointment
Disclosure_FY_2022_23.pdf. No employee was issued
forms part of the Notice.
stock options during the year equal to or exceeding 1%
Details of the proposed re-appointment of the of the issued capital of the Company at the time of grant.
abovementioned Directors are mentioned in the
The Certificate from Secretarial Auditor of the Company as
Explanatory Statement pursuant to Section 102 of the
required under SEBI (Share Based Employee Benefits and
Companies Act, 2013 of the Notice of the 33rd AGM.
Sweat Equity) Regulations, 2021 and any amendments
The Company has received declarations from all the thereto, with regard to ESOP-2019 is available at https://
Independent Directors of the Company under Section www.odysseytec.com/pdf/ESOP_Certificate_FY_2022_23.
149 (7) of the Companies Act, 2013 confirming that they pdf.
meet the criteria of independence as prescribed both
under Section 149 (6) of the Companies Act, 2013 and CORPORATE SOCIAL RESPONSIBILITY
SEBI (Listing Obligations and Disclosure Requirements)
In compliance with Section 135 of the Companies Act,
Regulations, 2015 [“SEBI Listing Regulations”].
2013 read with CSR Rules, the Company has, during the
year, spent two percent of the average net profits of the
Key Managerial Personnel Company during the three preceding financial years in
Pursuant to the provisions of Section 203 of the Act read accordance with the CSR Policy and the Annual Action
with Rule 8 of Companies (Appointment and Remuneration Plan approved by the Board of Directors. Since the

amount to be spent by the company under sub-section In a separate meeting of the independent directors held
(5) does not exceed fifty lakh rupees, the requirement on January 24, 2023, performance of the non-independent
under Section 135 (1) for constitution of the Corporate directors and Board as a whole was reviewed and
Social Responsibility Committee is not applicable and performance of Chairman of the Company was reviewed
the functions of such Committee provided under this after taking into account views of Executive Director.
section is being discharged by the Board of Directors in Performance evaluation of independent directors was
compliance with applicable Rules and Regulations. Annual done by the entire Board, excluding the independent
Report on CSR activities as required under the Companies director being evaluated.
(Corporate Social Responsibility Policy) Rules, 2014, as
amended (“CSR Rules”) is annexed as Annexure-V and
POLICY ON DIRECTORS’ APPOINTMENT &
forms an integral part of this Report. The CSR Policy of
REMUNERATION
the Company is available on the website of the Company
at https://www.odysseytec.com/Documents/OtherDocs/ The Company’s policy on directors’ appointment and
Corporate_Social_Resposibility_Policy.pdf 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
BOARD MEETINGS
updated Policy is also available on the website of the
The Board of Directors met four times during the financial Company at http://www.odysseytec.com/Documents/
year 2022-23. The meetings were held on May 12, 2022, OtherDocs/Nomination_&_Remuneration_Policy.pdf
August 5, 2022, October 29, 2022 and January 24, 2023. In
order to transact urgent business, approval of the Board/
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
Committees were taken by passing resolutions through
ADEQUACY
circulation pursuant to Section 175 of the Companies Act,
2013, which were noted at the subsequent meeting of the The Company has in place adequate internal financial
Board /Committees, as the case may be. controls with reference to the financial statements. During
the year, such controls were evaluated and no reportable
Further details regarding meetings of the Board and deficiency in the design or operation of such controls were
Committees are furnished in the Corporate Governance observed.
Report, which forms part of the Annual Report.
AUDIT COMMITTEE
BOARD EVALUATION
The details pertaining to composition of Audit Committee
The Board of Directors has carried out an annual evaluation are included in the Corporate Governance Report, which
of its own performance, Board Committees and individual forms a part of the Annual Report. During the year under
Directors pursuant to the provisions of the Companies review, all the recommendations made by the Audit
Act, 2013 and corporate governance requirements as Committee were accepted by the Board.
prescribed by SEBI Listing Regulations.
AUDITORS
The performance of the Board was evaluated by the Board
seeking inputs from all directors on the basis of criteria Statutory Auditor
such as adequacy of the composition of the Board and
Pursuant to the provisions of Sections 139, 142 of the
its Committees, Board culture, effectiveness of board
Act read with Companies (Audit & Auditors) Rules, 2014,
processes and performance of specific duties, obligations
M/s Sekar & Co., Chartered Accountants, Chennai (Firm
and governance. The performance of the Committees was
Registration No.016269S) were appointed as the Statutory
evaluated by the Board on the basis of criteria such as
Auditors of the Company by the shareholders for a term
composition of committees, effectiveness of committee
of five consecutive years, from the conclusion of the 32nd
meetings, etc. The individual Directors were evaluated on Annual General Meeting (AGM) of the Company till the
parameters such as level of engagement and contribution conclusion of the 37th Annual General Meeting to be held in
of the individual director to the Board and committee the year 2027, subject to ratification of their appointment at
meetings, independence of judgment, etc. every AGM, if so required under the Act. The requirement

to place the matter relating to appointment of auditors for EXTRACT OF ANNUAL RETURN
ratification by Members at every AGM has been done away
Pursuant to Section 92 (3) read with Section 134 (3)
with pursuant to the Companies (Amendment) Act, 2017,
(a) of the Companies Act, 2013, the Annual Return in
effective from May 7, 2018. Accordingly, no resolution is
Form MGT-7 shall be placed on the website of the company
being proposed for ratification of appointment of statutory
at www.odysseytec.com/index.php/investors after the
auditors at the ensuing AGM.
conclusion of the 33rd Annual General Meeting.
The Notes to financial statement referred to in the Auditors’
Report are self-explanatory and do not call for any further PARTICULARS OF EMPLOYEES
comments. The Auditors’ Report does not contain any
The information required under Section 197 (12) of the
qualification, reservation or adverse remark.
Companies Act, 2013 read with Rule 5 (1) of Companies
(Appointment & Remuneration of Managerial Personnel),
Secretarial Auditor Rules, 2014 is annexed herewith as Annexure-III to this
Pursuant to the provisions of Section 204 of the Companies Report. Pursuant to Rule 5(2) of Companies (Appointment
Act, 2013 read with Rule 9 of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014,
and Remuneration of Managerial Personnel) Rules, there are no employees drawing remuneration in excess
2014, the Board had appointed M/s B. Ravi & Associates, of eight lakh and fifty thousand rupees per month or one
Practising Company Secretaries as Secretarial Auditor to crore and two lakh rupees per year during the year under
conduct Secretarial Audit for the financial year 2022-23. review.
The Secretarial Audit Report for the financial year ended
March 31, 2023 is annexed herewith as Annexure-I to this CORPORATE GOVERNANCE
Report. The Secretarial Audit Report does not contain any
As required under Schedule V (C) of SEBI Listing
qualification, reservation or adverse remark.
Regulations, a detailed report on Corporate governance
with auditors’ certificate thereon and Management
RISK MANAGEMENT Discussion and Analysis Report are attached and forms
The Board of Directors has developed and implemented part of this report.
a Risk Management Policy for the company. The Board
is responsible for reviewing the risk management plan SECRETARIAL STANDARDS
and ensuring its effectiveness. The Audit Committee
The Company complies with all the applicable mandatory
additionally overviews the financial risks and controls. The
Secretarial Standards issued by the Institute of Company
Risk Management Policy is available on the website of
Secretaries of India.
the Company at http://www.odysseytec.com/Documents/
OtherDocs/Risk_Management_Policy.pdf
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
PARTICULARS OF LOANS, GUARANTEES AND (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
INVESTMENTS 2013
The Company has not made, given or provided any loans The Company has formulated a Policy for Prevention
or investment or guarantee or security to any person or of Sexual Harassment at Workplace pursuant to the
body corporate under the provisions of Section 186 of the requirements of the Sexual Harassment at Workplace
Companies Act, 2013. (Prevention, Prohibition and Redressal) Act, 2013 read
with relevant Rules made thereunder. Accordingly, Internal
TRANSACTIONS WITH RELATED PARTIES Complaints Committee [“ICC”] has been constituted
for redressal of any sexual harassment complaint. The
Information on transactions with related parties pursuant following is the summary of the complaints during the
to Section 134 (3) (h) of the Act read with Rule 8 (2) of financial year 2022-23:-
the Companies (Accounts) Rules, 2014 in Form AOC-2 is
annexed herewith as Annexure-II to this Report. a) Number of complaints received during
the financial year : Nil

b) Number of complaints disposed of during Customers, Vendors and Shareholders during the year
the financial year : Nil under review, in aiding the smooth flow of operations.
Continued dedication and sense of commitment shown by
c) Number of complaints pending as on end of the employees at all levels during the year deserve special
the financial year : Nil mention.
DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public For and on behalf of the Board of Directors
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.
Place: Chennai B Robert Raja
CONSERVATION OF ENERGY, TECHNOLOGY Date : May 08, 2023 Chairman & Managing Director
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 2023 and 8th May 2023.
SIGNIFICANT & MATERIAL ORDERS PASSED BY

REGULATORS OR COURTS
During the Financial Year 2022-23, 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,

ANNEXURE-I TO BOARD’S REPORT
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31.03.2023
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members of
ODYSSEY TECHNOLOGIES LIMITED
CIN: L51909TN1990PLC019007
5TH FLOOR, DOWLATH TOWERS,
63, TAYLORS ROAD, KILPAUK
CHENNAI – 600 010.
Dear Members,
We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by ODYSSEY TECHNOLOGIES LIMITED (hereinafter called the “Company”). Secretarial Audit was
conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances
and expressing our opinion thereon.
Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records
maintained by the Company and also the information provided by the Company, its officers, agents and authorized
representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the
audit period covering the financial year ended on 31st March, 2023 complied with the statutory provisions listed hereunder
and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner
and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records maintained by the
Company for the financial year ended on 31st March, 2023 according to the provisions of:
(i) The Companies Act 2013 (The Act) and the rules made thereunder issued by the Ministry of Corporate Affairs from
time to time;
(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under to the extent applicable;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent applicable;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992
(‘SEBI Act’) as amended:
a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
(SEBI LODR)
b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
e) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;
f) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;
(was not applicable to the company during the period under review)
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 (was not applicable to
the Company during the period under review);

h) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993;
(was not applicable to the Company during the period under review)
i) The Securities and Exchange Board of India (Buyback of Securities), Regulations,2018 (was not applicable to
the company during the period under review)
(vi) The Following Industry Specific Laws:

a) Information Technology Act, 2000
b) Policy Relating to Software Technology Parks of India and its regulations
c) The Patents Act, 1970
d) The Trade Marks Act, 1999 and the Rules made there under
We further report that based on the information received, explanations given, process explained, records maintained,
statutory compliance and internal audit reports submitted to the Board/ committee of Board on quarterly basis, there
are adequate systems and processes in the Company commensurate with the size and operations of the Company to
monitor and ensure compliance with applicable labour laws, Goods and Service Tax laws and other applicable Laws,
rules, regulations and guidelines framed by the statutory authorities from time to time. The Company is regular in making
statutory payments and there have been no prosecution or notices issued to the Company or its officers.
We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards 1 and 2 issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreement entered into by the Company with BSE Limited;
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
and Standards, as mentioned above to the extent applicable to them.
We further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors,
Non-Executive Directors and Independent Directors including Woman independent director. There is no change in the
composition of the Board or Key Managerial Personnel during the period under audit.
Adequate notice is given to all directors to schedule the Board Meetings and mandatory committee meetings. The notice,
agenda and detailed notes on agenda were sent at least seven days in advance. A system exists for seeking and obtaining
further information and clarifications on the agenda items before the meeting and for meaningful participation at the
meeting. None of the board or committee meetings were held through video conferencing or other audio visual means.
All decisions were taken unanimously at the Board and committee meetings and with requisite majority at the Annual
General meeting. There was no Extra-ordinary General Meeting convened during the period under review.
We further report that there are adequate systems and processes in the Company commensurate with the size and
operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period–
1. The shareholders at the 32nd Annual General Meeting held on 7th September 2022 approved the
re-appointment of M/s Sekar & Co., Chartered Accountants as the statutory auditors of the company from the
conclusion of 32nd Annual General Meeting till the conclusion of 37th Annual General Meeting.
2. The board in its meeting held on 12th May, 2022 approved the increase in remuneration payable to
a. Mr. B. Robert Raja, Chairman and Managing Director of the Company to an amount not exceeding Rs.5,43,300/-
per month with effect from 1st April 2022 till 31st March 2023. The said remuneration is within the limits prescribed
under Section 197 read with Schedule V of the Act and all other terms and conditions of his employment remain
the same as reproduced in the Employment contract dated 17th September 2020.
b. Mr. B. Antony Raja, Whole-Time director and CFO of the Company to an amount not exceeding Rs.3,78,300/- per
month with effect from 1st April 2022 till 31st March 2023. The said remuneration is within the limits prescribed
under Section 197 read with Schedule V of the Act and all other terms and conditions of his employment remain
the same as reproduced in the Employment contract dated 17th September 2020.
3. The Nomination and Remuneration committee in its meeting held on 29th October, 2022 allotted 32,600 equity shares
of Rs.10/- each at an exercise price of Rs.15/- each to eligible employees under Odyssey Technologies Limited-
Employees Stock Option Scheme, 2019 (ESOP-2019).
4. The board in its meeting held on 24th January, 2023 approved the re-appointment of
a. Mr. B. Robert Raja as Chairman and Managing Director of the company liable to retire by rotation for a further
period of 3 years with effect from 1st April, 2023 up to 31st March, 2026 subject to the approval of shareholders.
b. Mr. B. Antony Raja as whole time director and chief financial officer of the company liable to retire by rotation
for a further period of 3 years with effect from 1st April, 2023 up to 31st March, 2026 subject to the approval
of shareholders.
Name of Company Secretary in practice: CS Dr. B Ravi
FCS No.: 1810 CP No.: 3318
Managing Partner
B Ravi & Associates
Firm Registration Number: P2016TN052400
Place: Chennai Peer Review Cerificate Number: 930/2020
Date : 05.04.2023 UDIN: F001810E000016541
The Members of
CIN: L51909TN1990PLC019007
63, Taylors Road, Kilpauk, Chennai – 600 010
Dear Members,
Sub: Our Report of even date is to be read along with this letter.
1. Maintenance of secretarial records is the responsibility of the management of the company. Our responsibility is to
express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the
correctness of the contents of the Secretarial records. The verification was done to ensure that correct facts are
reflected in secretarial records. We believe that the processes and practices followed provide a reasonable basis for
our opinion.
3. We have not verified the correctness and appropriateness of financial records and books of accounts of the company.
4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and
regulations and happening of events etc.,
5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the
responsibility of management, our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the company.
FCS No.: 1810 CP No.: 3318
Managing Partner
Place: Chennai B Ravi & Associates
Date : 05.04.2023 Firm Registration Number: P2016TN052400
ANNEXURE-II TO BOARD’S REPORT
Form No.AOC-2
[Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and
Rule 8(2) of the Companies (Accounts) Rules, 2014]
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred
to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length transactions under third
proviso thereto
1. Details of contracts or arrangements or transactions not at arm’s length basis:

The Company has not entered into any contracts or arrangements or transactions with its related parties which is not
at arm’s length basis during the financial year 2022-23.
2. Details of material contracts or arrangement or transactions at arm’s length basis:
SN Particulars Details
i) Name(s) of related party and nature of relationship: Not applicable
ii) Nature of contracts/arrangements/transactions: Not applicable
iii) Duration of the contracts/arrangements/transactions: Not applicable
iv) Salient terms of the contracts/arrangements/transactions Not applicable

including value, if any:
v) Date (s) of approval by the Board, if any: Not applicable
vi) Amount paid as advances, if any : Not applicable
Note:
There were no material contracts or arrangements or transactions with related parties at arm’s length basis during the
financial year 2022-23 as per the limits prescribed under Section 188 of the Companies Act, 2013 read with Rule 15 of
Companies (Meetings of Board and its Powers) Rules, 2014, as may be amended from time to time and Policy on Related
Party transactions of the Company framed under Regulation 23 of SEBI Listing Regulations.
For and on behalf of the Board of Directors

Date : May 08, 2023 Chairman & Managing Director

ANNEXURE-III TO BOARD’S REPORT
Particulars of Employees
[Information as per Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of Companies
(Appointment & Remuneration of Managerial Personnel), Rules, 2014 as may be amended]
(i) the ratio of the remuneration of each director to Mr. B. Robert Raja
the median remuneration of the employees of the 8.00
Chairman & Managing Director
company for the financial year;
Mr. B. Antony Raja
5.56
Whole-time Director & CFO
(ii) the percentage increase in remuneration of each Mr. B. Robert Raja

director, Chief Financial Officer, Chief Executive Chairman & Managing Director 50%*
Officer, Company Secretary or Manager, if any, in
the financial year; Mr. B. Antony Raja
19.05%
Ms.B.Purnima
23.26%
Company Secretary
(iii) the percentage increase in the median remuneration

26.32%
of employees in the financial year;
(iv) the number of permanent employees on the rolls

161
of company;
(v) average percentile increase already made in the Average increase in salaries of
salaries of employees other than the managerial employees other than managerial
personnel in the last financial year and its comparison personnel in 2022-23 (in % 24.37
with the percentile increase in the managerial annually)
remuneration and justification thereof and point
% increase in remuneration of
out if there are any exceptional circumstances for 50%*
increase in the managerial remuneration;
% increase in remuneration of
19.05%
(vi) affirmation that the remuneration is as per the The Company affirms that the remuneration is as per
remuneration policy of the company. the remuneration policy of the company
* Remuneration revised after a period of five years.


ANNEXURE-IV TO BOARD’S REPORT
[Information pursuant to Section 134 (m) of the Companies Act, 2013 read with Rule 8(3) of
Companies (Accounts) Rules, 2014]
A. Conservation of energy:
(i) Steps taken or impact on conservation of energy:
1. Electricity consumption of the company is controlled with efficient monitoring mechanism and employee training in
energy conservation.
2. Electrical infrastructure in the company is fully geared to automatically conserve the valuable energy resources.
3. Electricity consumption has always been under control with judicious consumption.
(ii) Steps taken by the company for utilizing alternate sources of energy: None
(iii) Capital Investment on energy conservation equipments: None
B. Technology absorption:
(i) Efforts made towards technology absorption:
As Odyssey is a technology company, its entire efforts are geared towards absorbing and making usable technological
advances as they emerge.
(ii) Benefits derived like product improvement, cost reduction, product development or import substitution:
Odyssey has developed and maintains a set of world-class security products as a result of its technology efforts.
(iii) In case of imported technology (imported during the last 3 years reckoned from the beginning of the
financial year): N.A
(a) Details of Technology imported;
(b) Year of import;
(c) Whether the technology has been fully absorbed;
(d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof;
(iv) the expenditure incurred on Research & Development :
(a) Capital Rs.34.73 lakhs was spent during the year for purchase of various equipments and other infrastructure
needed for the R&D.
(b) Recurring Rs.694.64 lakhs has been spent during the year for the functioning of R&D department. That includes
cost of development, hardware & software support, port charges and Internet connectivity charges etc.
(c) Total Rs.729.37 lakhs
C. Foreign exchange earnings and outgo:

Total foreign exchange earnings during the year (in terms of INR) : Rs.50.64 lakhs
Total foreign exchange used for operations (in terms of INR) : Rs.2.49 lakhs


ANNEXURE-V TO BOARD’S REPORT
ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
(Pursuant to Companies (Corporate Social Responsibility Policy) Rules, 2014)
1. Brief outline on CSR Policy of the Company:

Odyssey Technologies Limited (hereinafter referred to as “Odyssey”/”Company”) is in the business of providing software
products in the area of information security PKI and services in the related area. Odyssey conducts its business as a
responsible corporate and believes in holistically addressing all issues related to the environment for sustainable
development. Odyssey’s CSR Policy provides guidance in achieving the below objectives and ensures that the Company
operates on a consistent and compliant basis.
Odyssey’s CSR policy is focused on:

1. Striving for economic development that positively impacts the society at large with minimal resource footprint.
2. Encouraging a positive impact through the CSR activities of the Company to alleviate hunger, poverty and
malnutrition; to protect the environment; and to support communities.
2. Composition of CSR Committee:

The amount required to be spent by the company under sub-section (5) does not exceed fifty lakh rupees and therefore
the requirement under Section 135 (1) for constitution of the Corporate Social Responsibility Committee is not applicable.
The functions of such Committee provided under this section is being discharged by the Board of Directors in compliance
with applicable Rules and Regulations.
3. Web link(s) where Composition of CSR committee, CSR policy and CSR projects approved by the board are
disclosed on the website of the company:
CSR Policy: https://www.odysseytec.com/Documents/OtherDocs/Corporate_Social_Responsibility_Policy.pdf
CSR Committee : N.A
CSR Reports : https://www.odysseytec.com/pdf/CSR_Report_FY_2022_23.pdf
4. Executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of
sub-rule (3) of rule 8, if applicable: N.A
(in Rs.)
5.
(a) Average net profit of the company as per section 135(5) Rs.3,18,32,400/-
(b) Two percent of average net profit of the company as per section 135(5) Rs.6,36,648/-
(c) Surplus arising out of the CSR projects or programmes or activities of the previous Nil
financial years
(d) Amount required to be set off for the financial year, if any Nil
(e) Total CSR obligation for the financial year (b + c – d ) Rs.6,36,648/-

(in Rs.)
6.
(a) Amount spent on CSR Projects:
(i) Ongoing Project Nil

(ii) Other than Ongoing Project Rs.6,36,648/-
(b) Amount spent in Administrative Overheads. Nil
(c) Amount spent on Impact Assessment, if applicable. N.A
(d) Total amount spent for the Financial Year [ (a)+(b)+(c) ] Rs.6,36,648/-
(e) CSR amount spent or unspent for the Financial Year:
Amount Unspent (in Rs.)
Total Amount Total Amount transferred to Amount transferred to any fund

Spent for the Unspent CSR Account as per specified under Schedule VII as per
Financial Year section 135(6) second proviso to section 135(5).
(in Rs.)
Amount Date of transfer Name of the Fund Amount Date of
transfer
Rs.6,36,648/- N.A N.A N.A N.A N.A
(f) Excess amount for set off, if any: N.A
7. Details of Unspent CSR amount for the preceding three financial years: N.A
8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent
in the Financial Year: Yes / No
9) Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section
135(5): N.A


Management Discussion and Analysis Report
Pursuant to Regulation 34(3) and Para B of Schedule V of SEBI(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the amendments thereof, details of the Management discussion and analysis are given below:
Industry structure and development

As the company is predominantly a service provider in the Public Key industry, the discussion is largely focused on that.
Six new Certifying Authorities were licensed and commenced operations in India during 2022-23. However, the number of
digital certificates issued has remained more or less at the earlier years’ levels. Consumption of digital certificates also has
remained a prerogative of the Government to Citizen services like the Income Tax and GST, Provident Fund administration,
Ministry of Company Affairs and Government procurement via eTenders.
The eSign market has seen significant growth and eSignature has become the favorite of most one-time eTransactions.
There is some reason to believe that eSign has stopped and reversed the growth of global click-wrapped signature
providers like DocuSign etc. Several Indian players too have started offering online signature services based on eSign.
There is no evidence to show that eSign services have replaced any existing Digital Certificate based signatures. However
there is certainly some impact on the growth of certificate based services owing to the popularity and perceived simplicity
of eSign.
As we mentioned here last year, the CA software provider market has become very crowded exerting serious pressure
on the prices. The company also has seen significant erosion of its revenue from this segment. As the company had been
conscious of this for some years and had already shifted its focus to other value added products based on public key
cryptography, it is neither a surprise nor a worrying factor.
A larger ecosystem, whichever way it obtains, is likely to provide a wider and richer playfield for the company’s unique
and novel xorkee infrastructure and services. Outside the PKI market the overall Information industry also received a
couple of jolts towards the end of the year. Both are related to the Artificial Intelligence segment – one relating to the
surprising effectiveness of the Large Language Models (like the ChatGPT) in mimicking human thought and its expression
and the second relates to actual ease of use of such techniques that may lead to them becoming commonplace techniques
threatening the existing paradigms of Computer Science and Information Technology.
The voices against the development of AI have also been gaining in intensity. The objections have come from a wide
range of scientists, experts and businessmen, the most recent from Geoffrey Hinton, the father of the modern AI and
Google’s chief scientist himself. But these voices are unlikely to impact the growth of this technology – the same way the
voices of Einstein and many of the nuclear scientists did not stop the growth of nuclear technology. It is unlikely that AI
can be contained or slowed by international treaties like the nuclear could be.
The long term impact of AI is difficult for anyone to foresee today. However, in the medium term, as many AI scientists
have opined, it is going to become extremely difficult to differentiate the fake from the original. This will have far reaching
implications for identities and messages. For now, possible help can come only from Public Key Cryptography and we
expect that the importance of Cryptographic techniques in business and society is going to significantly increase in the
next few years.
Opportunities and Challenges
The ‘xorkeesign’ service launched last year has shown robust growth in the last quarter of the year. Much of this growth
has come from the Government to Citizen (G2C) segment.
The company took a conscious decision to offer a major chunk of the India G2C services free of cost to the users. The

company’s analysis shows that this is the most effective form of marketing for xorkeesign simultaneously familiarizing
the potential users with a unified interface. Already use of xorkee has become second nature to a good number of users.
Towards the very end of the year, the company has introduced some paid services covering more than 80 Government of
India and State Government Sites. This is expected to see full growth in the ensuing year.
The company sees this as the most important near term opportunity. Simultaneously it is also in the process of launching
additional xorkeesign based services some of which are just not available anywhere else in the world.
The company is also enhancing its marketing activities for the xorkeeAuth service launched during the year. Here, as the
customers are likely to be enterprises rather than end customers, initial growth are halting and measured. This represents
a large medium and long term opportunity.
The company’s primary challenges will be in expanding its marketing footprint and operational infrastructure to support
and sustain the millions of free and paid transactions that are anticipated.
Product-wise performance
A major portion of the company’s revenue still accrued from the legacy products. ‘xorkee’ and related services saw
reasonable user adoption but the revenue from them is not yet significant.
The total revenue for the year was 241.93 million rupees. 66.52% of the revenue came from product related services and
31.39% from product licenses. The balance came from software exports.
Of the service revenue, 12.40% came from Pay As You Go services, 17.50% from customization and implementation and
the rest from Annual Maintenance and onsite services.
The product revenue is composed of 84.05% from Snorkel, 3.69% from Certrix and eSign and 12.26% from AltaSigna as
well as a number of variants of AltaSigna like the NPCI eMandate application.
Outlook
The company’s xorkee offerings have already gained the reputation of being the most user and customer friendly in the
market and adoption has been gaining pace. The company remains extremely optimistic in its outlook.
Risks and Concerns

The biggest risk continues to be the attacks both by private and state-sponsored attacks. We continue to strengthen our
operational processes to make our operations resilient.
Availability of quality manpower is of great concern as this is the time for the company to build skills to replicate what it is
now doing in the country to a global scale in the coming years. The company is exploring several options to expand this
highly specific skill set.
As mentioned in the earlier years, restrictive regulatory measures in the country and outside also can be a matter of
concern.
Internal Control Systems

Internal control systems continued to function as effectively as in the past. Top management and the Board of Directors
and the Committees thereof continue to be actively involved in ensuring that all controls work as intended.

Financial and Operations Performance
There is a revenue growth of 6.70% with the operating profit margin at 27.38%. The total expenditure during the year
was Rupees 203.29 million against 171.92 million last year which was due to the considerable jump in employee benefits
expense added with the increase in employee count. The PBT for the year stays at 56.52 million as against 63.71 million
last year, a marginal fall of 11.29%. The tax provision is lower this year at 12.86 million instead of the last year’s 17.74
million. This has resulted in the net profit of 43.66 million as against 45.97 million last year, a marginal dip of 5%.
The cost of manpower stood at 152.77 million compared to 120.52 million last year, and continues to be the major cost
component for the company.
The Company has identified the following as key financial ratios:
Key Financial Ratios 2022-23 2021-22 Variance %
Operating Profit Margin (%) 27.38 38.14 (28.21)
Net Profit Margin (%) 18.05 20.27 (10.99)
Return on Net Worth (%) 9.03 10.51 (14.12)
Current Ratio (times) 21.77 13.89 56.73
Days Sales Outstanding (in Days) 90 90 0
Ratios where there has been a significant change from FY 2021-22 to 2022-23 are explained below:
Decline in operating profit margin is due to the increased employee benefits expense during the year.
Increased current ratio is caused by increase in current assets during the year, significant portion of which is held in short
term deposits.
The debt-equity ratio and the debt service coverage ratio are not applicable to the Company since there are no borrowings.
Research and Development

The company’s R & D efforts are what distinguish our offerings from that of others.The R & D team has given the company
extremely short response times to changes in the external technology and regulatory environment. The company has also
expanded its support for additional devices, operating systems and applications owing to these efforts.
Human Resources Development

There were one hundred and sixty one employees in the rolls of Odyssey. Last year the figure stood at one hundred and
fifty three. The attrition levels were under control. This has also had the effect of increasing the company’s expenditure
by way of a raised median compensation. The company feels that it should keep up the increased investment in its
developmental resources to fully exploit the opportunities available to it at this juncture.

CORPORATE GOVERNANCE REPORT
The detailed report on Corporate Governance for the financial year April 1, 2022 to March 31, 2023 as per SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI Listing Regulations”] is set out below.
1) Odyssey’s philosophy on Code of Governance

The company focuses on Corporate Governance as a key driver of sustainable corporate growth and a powerful medium
to achieve the company’s goal of maximizing value for all its stakeholders. The company’s Corporate Governance
framework ensures that timely disclosures are made and accurate information regarding the company’s financials and
performance is shared with all stakeholders.
2) Board of Directors
a. Composition and category
The key to good corporate governance is the optimum combination of the executive and non-executive directors on
the Board and extent of their independence. The Board of Directors of the Company consists of six Directors as on 31st
March, 2023; comprising of two Executive Directors and four non-executive Independent Directors including one Woman
Independent Director. There is an appropriate mix of Executive and Independent Directors, in order to maintain the
independence of the Board and to separate its functions of governance and management.
The composition of the Board of Directors of the company as on 31st March 2023 was as under:
Number of Chairpersonship & Membership

Directorship in
Directorships of Committees of Board of
Category of other listed entity
Name of the Director other Companies 3
Directorship in other (Category of
companies 2
As Chairperson As Member Directorship)
1
Mr. B. Robert Raja, Promoter, 2 Nil Nil Nil
(Chairman & Managing Director) Executive
DIN: 00754202
1
Mr. B. Antony Raja Promoter, Nil Nil Nil Nil
(Whole-time Director & CFO) Executive
DIN: 00754523
BGR Energy
Mr. G. Rajasekaran Non-Executive, Systems Limited
1 Nil Nil
DIN: 03194244 Independent (Non-Executive,
Independent)
Mr.Kurilla Srinivas Rao Non-Executive, Nil Nil Nil Nil

DIN: 06554764 Independent
Dr. Rani Radhakrishnan Non-Executive,

1 Nil Nil Nil
Mr. Ravi Srinivasan Non-Executive, Nil Nil Nil Nil
Notes:
1. Interse relationship between Mr. B.Robert Raja and Mr. B. Antony Raja.
2. Directorships in other companies includes listed, unlisted, foreign and private limited companies.
3. Pursuant to Regulation 26 of SEBI Listing Regulations, the disclosure includes membership/chairpersonship of Audit Committee
and Stakeholders’ Relationship Committee of public limited companies only. All other companies including private limited
companies, foreign companies and companies under Section 8 of the Companies Act, 2013 [“the Act”] have been excluded.

b. Changes in the board during the financial year 2022-23
During the year under review, there was no change in the composition of the Board of Directors of the Company.
c. Details of the Directors proposed for re-appointment pursuant to Regulation 36 (3) of SEBI Listing Regulations and
SS-2 issued by ICSI
Mr. B. Robert Raja Mr. B. Antony Raja

Name & Designation
Chairman & Managing Director Whole-time Director & CFO
Date of birth March 3, 1955 December 17, 1958

Age 68 years 64 years
Qualifications Bachelor of Business Administration Diploma in Mechanical Engineering (D.M.E)

(B.B.A) and an Ex-Indian Revenue
Service (IRS) Officer
Brief profile He has over 16 years of experience He is a technocrat by training and has
in various capacities in Government contributed to successful marketing
service including the Indian Revenue of the products of the company which
Services and his designation was Deputy significantly enhanced the performance of
Commissioner of Income Tax at the time the company.
of leaving the service in 1992.
He has been actively involved for more He has more than 32 years of experience
than 30 years in the field of Information in handling Finance, Administration,
Technology with particular reference Human Resources and has been managing
to Information security. He has a rich the day to day activities of the company
research experience in the field of general since inception of the company.
computing, cryptography as well as
experience in management. In Odyssey, He has also been actively involved in all
in addition to his administrative duties, matters of compliance by the company.
he also serves as a primary technology This has been significantly demanding
resource. considering the changes in the statutory,
legislative and regulatory environment in
He has built a highly skilled team of the last few years.
research and development personnel for
the Company over the years and has been
setting the direction of the Company’s
technology and products. He has also
been actively involved in architecting and
building the next generation of
technology products for the company.
Expertise in specific General Computing, Cryptography. Marketing, Finance, Legal & H.R.
functional areas
Date of appointment on
Oct 3, 1992 Apr 06, 1990
the Board of Directors
Date of last reappointment April 1, 2020
April 1, 2020
on the Board of Directors
No. of Board Meetings
attended during the 4 Meetings 4 Meetings
financial year 2022-23
Terms and conditions of The terms and conditions of The terms and conditions of
appointment re-appointment shall be as approved by re-appointment shall be as approved by
the members in the 33rd AGM to be held the members in the 33rd AGM to be held on
on June 14, 2023. June 14, 2023.

Mr. B. Robert Raja Mr. B. Antony Raja
Name & Designation
List of outside 1. Peirce Leslie India Limited Nil

Directorships held 2. P L Agro Technologies Limited
Chairman/Member of the Member - Nomination and Remuneration Member- Audit Committee

Committees of Board of Committee. Member- Stakeholders Relationship
Directors of the Company Committee
Chairmanship/ None None

Membership of the
Committees of Board
of Directors of other
Companies in which
Directorship is held
Directorship in other None None

listed entity (Category of
Directorship)
Relationship with other He is the brother of Mr. B. Antony Raja, He is the brother of Mr. B. Robert Raja,
Directors/KMP Whole-time Director and CFO. Chairman & Managing Director
No. & Percentage of

72,79,955 [46.14 %] 5,03,000 [3.19%]
Shares held in the
Company
d. Board Meetings and Related information
The Board of Directors met four times during the financial year 2022-23. The meetings were held on May 12, 2022,
August 05, 2022, October 29, 2022 and January 24, 2023. 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.
e. The attendance particulars of each Director at the Board Meetings for the financial year 2022-23 are as under:-
Directors No. of Board meetings attended Last AGM on 07.09.2022

during the year Attended
Promoter/Executive Directors
Mr. B Robert Raja 4 Yes
Mr. B Antony Raja 4 Yes
Non-Executive Independent Directors

Mr. G.Rajasekaran 4 Yes
Mr. Kurilla Srinivas Rao 4 Yes
Dr. Rani Radhakrishnan 3 Yes
Mr. Ravi Srinivasan 4 Yes

f. Details of membership & attendance in the Board Committees for the year ended 31.03.2023
Meetings held Meetings attended

Name Committee Profile
during the year during the year
Mr. B. Robert Raja Nomination & Remuneration Member 3 3

Committee
Mr. B. Antony Raja Audit Committee Member 4 4
Stakeholders Relationship Member 1 1

Committee
Mr. G.Rajasekaran Audit Committee Member 4 4
Nomination & Remuneration Chairman 3 3

Committee
Mr.Kurilla Srinivas Rao Audit Committee Chairman 4 4
Nomination & Remuneration Member 3 3

Committee
Stakeholders Relationship Member 1 1

Committee
Dr.Rani Radhakrishnan Stakeholders Relationship Chairperson 1 1
Committee
Nomination & Member 3 3
Remuneration Committee
g. Details of shares held by Directors as at 31.3.2023
Name of the Director No. of Shares
Mr.B.Robert Raja 72,79,955

Mr.B.Antony Raja 5,03,000
Mr. G. Rajasekaran -
Mr. Kurilla Srinivas Rao -
Dr. Rani Radhakrishnan -
Mr. Ravi Srinivasan 2,600
h. Other information
The Company holds at least four meetings of the Board of Directors every year. Information to the Directors is submitted
along with the Agenda well in advance of the Board meetings enabling them to come prepared on the meeting day.
Inputs and feedback of the Board members are taken and considered while preparing the Agenda and Minutes of the
Board meeting. Such meetings are normally held at the Registered Office of the company in Chennai.
The Board in its meeting reviews, analyses and approves the business plan, budgets, capex, quarterly results and limited
review by auditors, minutes of the meetings of sub-committees, regulatory notices and reply, agreements and business
partnerships entered into with others, statutory compliances, internal rules, regulations, formalities, ethics & procedures
and other matters in ordinary course of business.
Minutes of the proceedings of such board meetings are promptly recorded and circulated to all the members for their
comments. Within 30 days from the conclusion of the meeting such proceedings are entered in the Minutes book and
signature of the Chairman is obtained on it. Such entered Minutes are usually noted in the next meeting of the Board of
Directors.
During the year, a separate meeting of the independent directors on 24th January 2023 was held inter-alia to review the
performance of non-independent directors and Board as a whole.
Details of the familiarization programmes conducted for the independent directors of the company is available on the
website of the Company (URL:https://www.odysseytec.com/pdf/Familiarization_2022-23.pdf)
The Board has identified the following skills/expertise/competencies fundamental for the effective functioning of the
Company which are currently available with the Board:
A significant background in technology, resulting in the knowledge of how to

Technological
anticipate technological trends, generate disruptive innovation, and extend or create
Background
new business model, conceiving, designing and development of new products.
Appreciation of long-term trends, strategic choices and experience in guiding and
Strategy and Planning leading management teams to make decisions in uncertain environments, Strategizing
Marketing and Sales, Customer Support and Relationships.
Financial Accounting Management, Tax Management, Human Resource and
Finance and General Legal Processes Management, Banking, Fund Raising and Treasury Management,
Administration Procurement, Infrastructure and facilities management, stakeholder relationship
management, General administration of day to day activities and expenditure control.
Awareness of the existing laws, regulations and policies applicable to the Company
Laws and Policies thereby ensuring proper and timely legal, statutory and regulatory compliances and
appropriate application of the policies to the advantage of the Company.
Entrepreneurial skills and Administrative skills, (comprising of management skills,

Administrative Skills communication skills, ability to plan, co-ordinate, organize, and research effectively)
coupled with the unique perspective, understanding and empathy.
In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, the specific
areas of focus or expertise of individual Directors have been highlighted in the table below :-
Key Board Qualifications

Finance and
Name of the Director Technological Strategy and Laws and Administrative
General
Background Planning Policies Skills
Administration
Area of Expertise
Mr.B. Robert Raja
Mr.B. Antony Raja
Mr. G. Rajasekaran -
Mr. Kurilla Srinivas Rao -
Dr. Rani Radhakrishnan -
Mr. Ravi Srinivasan -
Based on the declarations received from the Independent Directors, the Board of Directors confirm that in their opinion,
the Independent Directors meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI Listing
Regulations and that they are independent of the management.
3) Audit Committee
The Audit Committee is constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with
Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 of SEBI
Listing Regulations, as may be amended from time to time.
a) Composition and terms of reference.

The Audit Committee comprises of three members:
Executive/Non-Executive/ Profile
Sl.No. Name of the Member
Independent
1 Mr.Kurilla Srinivas Rao Independent, Non-Executive Chairman

2 Mr.G.Rajasekaran Independent, Non-Executive Member
3 Mr.B.Antony Raja Promoter, Executive Member
Ms. B. Purnima, Company Secretary is the Secretary to the Committee. All the members of the Audit Committee are
financially literate.
The Audit Committee acts in accordance with the terms of reference as specified by the Board, pursuant to the provisions
of Section 177 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 18 and
Part C of Schedule II of SEBI Listing Regulations, as may be amended. The terms of reference inter-alia include:-
• Recommending the appointment, remuneration and terms of appointment of auditors of the company;
• Examining the financial statement and the auditors’ report thereon;
• Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
• Approval or any subsequent modification of transactions of the company with related parties;
• Evaluating the internal financial controls and risk management systems;
• Calling for the comments of the auditors about internal control systems, the scope of audit, including the
observations of the auditors and review of financial statement before their submission to the Board and also
discuss any related issues with the internal and statutory auditors and the management of the company.
• Reviewing the functioning of the whistle blower mechanism.
b) Meetings and Attendance during the year.

The committee met four times during the year on May 12, 2022, August 05, 2022, October 29, 2022 and January 24, 2023.
The attendance particulars are given below:
Name of the Member No. of meetings held No. of meetings attended
Mr.Kurilla Srinivas Rao 4 4
Mr. G. Rajasekaran 4 4
Mr. B. Antony Raja 4 4

4) Nomination & Remuneration Committee
The Nomination and Remuneration Committee is constituted in line with the provisions of Section 178 of the Companies
Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 19 of SEBI Listing
Regulations, as may be amended from time to time.
a) Composition, Meetings and terms of reference.
The committee met three times during the year on May 12, 2022, October 29, 2022 and January 24, 2023. The Composition
of the Committee and attendance particulars are given below:
Executive/Non-Executive/ Profile No. of meetings No. of meetings

SN Name of the Member
Independent held attended
1. Mr.G.Rajasekaran Independent, Non-Executive Chairman 3 3
2. Mr.Kurilla Srinivas Rao Independent, Non-Executive Member 3 3
3. Dr. Rani Radhakrishnan Independent, Non-Executive Member 3 3
4. Mr. B. Robert Raja Promoter, Executive Member 3 3
Ms B. Purnima acts as the Secretary to the Committee.
The terms of reference of the Committee include:-
• To identify persons who are qualified to become directors and who may be appointed in senior management in
accordance with criteria laid down and recommend to the Board their appointment and removal;
• To carry out evaluation of every director’s performance;
• To formulate criteria for determining qualifications, positive attributes and independence of a director and recommend
to the Board a policy relating to the remuneration for directors, key managerial personnel and other employees;
• To formulate criteria for evaluation of performance of independent directors and Board of Directors;
• To devise a policy on diversity of Board of Directors;
• To decide whether to extend or continue the term of appointment of the independent director, on the basis of the
report of performance evaluation of independent directors.
• To carry out the functions enumerated under the Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021.
b) Performance Evaluation Criteria for Independent Directors
The performance evaluation criteria for independent directors is determined by the Nomination and Remuneration
Committee. An indicative list of factors that are evaluated include participation and contribution by a director, commitment,
effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and
maintenance of confidentiality and independence of behaviour and judgement.

c) Company’s policy on director’s appointment, remuneration and other matters
The Remuneration policy is directed towards rewarding performance based on review of achievements on a periodical
basis. The remuneration policy is in consonance with the existing industry practice and is designed to create a high
performance culture. It enables the Company to attract, retain and motivate employees to achieve results. The Company
has made adequate disclosures to the members on the remuneration paid to Directors from time to time. The Company’s
Policy on director’s appointment and remuneration including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under Section 178 (3) of the Act is available on the website of the
Company at https://www.odysseytec.com/Documents/OtherDocs/Nomination_&_Remuneration_Policy.pdf
d) Details of remuneration to Directors during the year
The aggregate value of salary and perquisites for the year ended March 31, 2023 paid to the Executive Directors are as
follows:
Mr. B Robert Raja Rs. 72,00,000
Mr. B Antony Raja Rs. 50,00,000
The break-up of the above aggregate is detailed below:
B Robert Raja, B Antony Raja,

Category Promoter Director Promoter Director
*Relationship with directors Relative of Mr.B.Antony Raja Relative of Mr.B.Robert Raja
Salary (paid during the year) 56,40,000 38,40,000
Allowances (paid during the year) 8,79,600 6,99,600
Commission / Incentives 0 0
Other annual components 6,80,400 4,60,400
Deferred benefits 0 0
Stock options granted during the year 0 0
Sitting fees 0 0
*There are no inter-se relationships between the other Board members.
e) Sitting fee paid to Non-executive Directors [Amount in Rs.]
Name of Non-Executive Independent Directors Sitting Fees paid during 2022-23
Mr. Kurilla Srinivas Rao 1,60,000

Mr.G.Rajasekaran 1,50,000
Dr. Rani Radhakrishnan 1,00,000
Mr. Ravi Srinivasan 80,000
Total 4,90,000
Apart from the above payments, there were no other payments made to the Non-executive Directors.

5) Stakeholders Relationship Committee
The Stakeholders Relationship Committee is constituted in line with the provisions of Section 178 of the Companies Act,
2013 and Regulation 20 of SEBI Listing Regulations, as may be amended from time to time.
The Committee met one time during the year on January 24, 2023.
The composition of the Committee headed by Dr.Rani Radhakrishnan and details of the meetings attended by its members
during the year 2022-23 are given below:
Executive/Non-Executive/ No. of meetings during the financial

Name of Member Profile
Independent year 2022-23
Held Attended
Dr. Rani Radhakrishnan Non-executive Independent Chairperson 1 1
Mr. Kurilla Srinivas Rao Non-executive Independent Member 1 1
Mr. B. Antony Raja Promoter Executive Member 1 1
Name, Designation & address of Compliance Officer:
Ms. B. Purnima
Company Secretary & Compliance Officer
Odyssey Technologies Limited
63, Taylors Road,
Kilpauk, Chennai-600 010.
The Share Transfer Committee is empowered to consider and approve transfer, transmission, issue of duplicate share
certificates, etc,. of shares of the company. Mr. B. Antony Raja, WTD & CFO and Ms. B. Purnima, Company Secretary were
members of this Committee. The Committee met once during the year 2022-23 on 6th May, 2022. The company has not
received any complaints from the shareholders during the year under review.
6) General Body Meetings

a)Particulars of the last three EGM/Annual General Meetings of the Company are as follows:-
Year AGM Date & Time Special Resolutions passed Venue
2020 30th 16-09-2020 1. Re-appointment of Mr. B. Robert Raja

(DIN:00754202) as Chairman and Managing
at 3:00 P.M Director, liable to retire by rotation, with effect
from 1st April 2020 up to 31st March 2023.
2. Re-appointment of Mr. B. Antony Raja Held through Video
(DIN:00754523) as Whole-time Director & CFO, Conferencing (“VC”)
liable to retire by rotation, with effect from 1st April / Other Audio Visual
2020 up to 31st March 2023. Means (“OAVM”)
3. Re-appointment of Dr. Rani Radhakrishnan
(DIN:07119784) as Independent Director of the
Company for a second term of five consecutive
years commencing with effect from 19th March
2020 up to 18th March 2025.

Year AGM Date & Time Special Resolutions passed Venue
2021 31st 22-09-2021 Nil Held through Video

at 3:00 P.M. Conferencing (“VC”)
/ Other Audio Visual
2022 32nd 07-09-2022 Nil Means (“OAVM”)
at 3:00 P.M.
b) There were no matters requiring approval of the members through Postal Ballot in the year under review.
c) None of the businesses proposed to be transacted at the ensuing AGM requires passing of a special resolution
through postal ballot.
7) Affirmations and Disclosures
a. Disclosures have been made in the respective financial statements presented in the Annual Report, on materially
significant related party transactions i.e. transactions of the company of material nature, with its Promoters, the
Directors or the Management, their subsidiaries or relatives etc,. The company did not undertake any transaction
with any related party having potential conflict with the interests of the company at large. The Policy on related party
transactions, approved by the Board is available on the website of the Company at http://www.odysseytec.com/
Documents/OtherDocs/Policy_on_Related_Party_Transactions.pdf
b. During the last 3 years there were no instances of non-compliance except unavoidable delay in compliance with
Regulation 17(1) of Listing Regulations due to pandemic times during the financial year 2021-22 in respect of which
BSE had imposed a fine. The Company had applied for full waiver citing lockdown due to pandemic reasons. Except
as mentioned above, there were no instances of non-compliance by the Company, penalties or strictures imposed
on the Company by the Stock Exchange or SEBI or any statutory authority on any other matter relating to the capital
market.
c. The Company has adopted a whistle blower policy, which provides an avenue for the Directors and employees to
raise concerns of any violations of Code of Conduct, incorrect or misrepresentation of any financial statements and
reports, unethical behavior, etc. The policy provides adequate safeguards to employees reporting such violations to
the Company. No employee has been denied access to the Audit Committee. The said Policy is also available on the
website of the Company at http://www.odysseytec.com/Documents/OtherDocs/Whistle_Blower_Policy.pdf
d. The Company has adopted a Policy for determining material subsidiaries. The Company has no subsidiaries at present
and there is no immediate applicability of this Policy. The said Policy is available on the website of the Company at
http://www.odysseytec.com/Documents/OtherDocs/Policy_for_determining_material_subsidiaries.pdf
e. As required under the SEBI Listing Regulations, a certificate has been received from M/s B. Ravi & Associates, Practising
Company Secretaries confirming that none of the Directors on the Board of the Company has been debarred or
disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of
India, Ministry of Corporate Affairs or any such statutory authority. The said certificate is attached to the Corporate
Governance Report.
f. Details pertaining to the fees paid to the Statutory Auditors of the company have been disclosed under Note 20 of the
Financial Statements forming part of the Annual Report 2022-23.
g. Details pertaining to the number of complaints filed and disposed of during the year 2022-23 and pending as on
31st March 2023 in relation to the Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013

have been disclosed in the Board’s Report, forming part of the Annual Report 2022-23.
h. The Company has not extended any loans and advances in the nature of loans to firms/companies in which Directors
are interested.
i. The company has fully complied with the applicable mandatory requirements as prescribed under SEBI Listing
Regulations. The Company has duly fulfilled the following discretionary requirements as prescribed in Part E of
Schedule II of SEBI Listing Regulations :-
i. The Company’s financial statements for the year ended 31st March 2023 does not contain any modified
audit opinion.
ii. In accordance with the provisions of Section 138 of the Companies Act, 2013, the Company has appointed
an Internal Auditor who reports to the Audit Committee. Quarterly Internal Audit Reports are submitted to the
Audit Committee which reviews the audit reports and suggests necessary action.
j. The Company has duly complied with the requirements specified in Regulations 17 to 27 and Clauses (b) to (i) of
sub-regulation (2) of Regulation 46 of the Listing Regulations.
k. During Financial year 2022-23, the Company has not provided ‘Loans and advances in the nature of loans’ to firms/
companies in which the directors are interested.
8) CEO / CFO Certification
A certificate obtained from Mr. B Robert Raja, Chairman & Managing Director and Mr. B Antony Raja, Whole-time Director
& CFO, as specified in Part B of Schedule II pursuant to Regulation 17 (8) of SEBI Listing Regulations was placed before the
Board of Directors at their meeting held on 08th May 2023.
9) Means of communication
a. The Quarterly results in the prescribed format are published in the News papers (‘Trinity Mirror’-English and ‘Makkal
Kural’-Tamil) as required under SEBI Listing Regulations.
b. Company’s quarterly financial results and press releases are posted on the company’s website www.odysseytec.com
c. The detailed Management Discussion and Analysis Report forms part of the annual report for the year.
d. Investor FAQs have been uploaded in the website of the Company at http://www.odysseytec.com/investors.The
queries relating to Company’s business received from our various Investors have been collated and answered by the
management in the form of “Investor FAQs”, which are updated from time to time as may be required.
10) General shareholder information
a) Annual general meeting

Number : Thirty Third Annual General Meeting
Date and time : June 14, 2023 at 3.00 p.m.
Venue/Mode : through Video Conferencing (VC)/ Other Audio Visual Means (OAVM).
Deemed venue of the AGM shall be the Registered Office of the Company.

Financial Calendar for the year ending 31st March 2024

Tentative Calendar:

First quarter results - Second week of August 2023
Second quarter results - Last week of October 2023
Third quarter results - Last week of January 2024
Fourth quarter results - Second week of May 2024
b) Date of book closure
Monday, 12th June, 2023 to Wednesday, 14th June, 2023 (both days inclusive)
c) Dividend payment date
The Board has not recommended any dividend for the year under review.
d) Listing on stock exchanges
Presently, the shares of our Company [Scrip Code-530175] are listed with BSE Limited.
BSE Limited
Phiroze Jeejeebhoy Towers
Dalal Street
Mumbai-400 001.
Annual Listing Fee for FY 2022-23 has been paid to BSE Ltd.
e) Stock code
BSE Scrip name - ODYSSEYTEC
Scrip code - 530175
Demat ISIN INE213B01019
f) Market Price data (BSE par value of share: Rs. 10)
Month’s High Month’s Low

Month
Price(Rs.) Price(Rs.)
April-2022 69.50 60.30
May-2022 65.65 49.00
June-2022 59.90 42.00
July-2022 63.75 51.80
August-2022 74.60 55.65
September-2022 69.90 49.00
October-2022 63.00 52.25
November-2022 59.90 50.90
December-2022 57.35 44.50
January-2023 59.50 47.00
February-2023 55.00 42.60
March-2023 64.00 41.60

g) Relative movement chart
The chart below gives the relative movement of the closing price of the Company’s share and the closing price of the BSE
Sensex. The period covered is April 01, 2022 to March 31, 2023
105
100
95
90
85
80
75
70
65
60
55
50
45
40
35
30
25
20
15
10
5
0
Apr-22 May-22 Jun-22 Jul-22 Aug-22 Sep-22 Oct-22 Nov-22Dec-22 Jan-23 Feb-23 Mar-23
OT L BSE
h) Registrar & Share Transfer Agents
M/s Cameo Corporate Services Limited

“Subramanian Building”
1, Club House Road
Chennai 600 002
Phone: 91 44 2846 0390
Fax: 91 44 2846 0129
Email (for all investor queries & grievances) :[email protected]
Email (for non receipt of annual reports) :[email protected]
Website :www.cameoindia.com
Any correspondence regarding share transfers, share certificates, change of address etc. can be sent to Registrar and
Share Transfer Agents.
i) Share transfer system
According to the Listing Regulations, no shares can be transferred unless they are held in dematerialized mode. Members
holding shares in physical form are therefore requested to convert their holdings into dematerialized mode. Accordingly,
only valid transmission or transposition cases may be processed by the RTA of the Company, subject to compliance with
the guidelines prescribed by SEBI. The Share transfers and transmissions are approved and registered within prescribed
timelines. On a yearly basis, the compliance with the share transfer / transmission formalities is audited by a Practicing
Company Secretary (PCS) in terms of Regulation 40(10) of SEBI (LODR) with the stock exchanges and a certificate to this
effect is filed with the stock exchanges.

j) Reconciliation of Share Capital Audit
A qualified Practicing Company Secretary, Mr. M Damodaran has carried out reconciliation of Share Capital Audit for every
quarter to reconcile the share capital held with depositories and in physical form with the issued/listed capital. The audit
confirms that the total issued/paid-up/listed share capital is in agreement with the aggregate total number of shares in
physical form and the total number of the dematerialized shares held with NSDL and CDSL.
k) Distribution of shareholding as on March 31, 2023
No. of shares No. of holders Percentage No. of shares held Percentage
Up to 500 5566 84.68 648101 4.11
501-1000 444 6.76 363911 2.31
1001-2500 279 4.25 469548 2.97
2501-5000 110 1.67 406629 2.58
5001-10000 65 0.99 467096 2.96
10001-20000 50 0.76 746108 4.73
20001-30000 16 0.24 389937 2.47
30001-40000 4 0.06 134400 0.85
40001-50000 6 0.09 272523 1.73
50001-100000 20 0.30 1480128 9.38
100001 & above 13 0.20 10400394 65.91
Total 6573 100.00 15778775 100.00
l) Shareholding per category as on March 31, 2023
Category Physical shares Demat shares Total shares Percent
Shareholding of Promoter & Promoter Group

Individuals / Hindu Undivided Family 0 8735552 8735552 55.36
Promoter group 0 8735552 8735552 55.36
Public Shareholding
Directors Relatives 0 87496 87496 0.55
Key Managerial Personnel 0 600 600 0.00
Foreign investors 0 64645 64645 0.41
Clearing Members 0 84 84 0.00
Corporate Bodies 2900 162942 165842 1.05
Trusts 0 100 100 0.00
Individuals/Hindu Undivided Family 137280 6587176 6724456 42.63
Other than Promoters 140180 6903043 7043223 44.64
Total 140180 15638595 15778775 100.00

m) Dematerialization of shares and liquidity
The Company’s shares are traded in dematerialized form in BSE Ltd. Equity shares of the Company representing 99.11%
of the paid up equity share capital of the company are dematerialized as on March 31, 2023.
n) Declaration by the Managing Director under SEBI Listing Regulations regarding compliance with Code of Conduct:
In accordance with SEBI Listing Regulations, I hereby confirm that, all members of the board of directors and senior
management personnel of the company have affirmed compliance with the Code of Conduct, as applicable to them, for
the financial year ended March 31, 2023.
o) Office location
Registered office
63, Taylors Road, Kilpauk,
Chennai-600 010.
p) Address for correspondence
i) Investor correspondence
For transfer/dematerialization of shares, change of address and any other query in relation to the shares of the company,
for the shares held in physical form (concerned DP can be approached for shares held in demat form):
M/s Cameo Corporate Services Limited

“Subramanian building”
1, Club House Road, Chennai 600 002
Phone 91 44 2846 0390
Email (for all investor queries & grievances) :[email protected]
Email (for non receipt of annual reports) :[email protected]
ii) For any query on annual report

B.Purnima
Company Secretary & Compliance Officer
63, Taylors Road, Kilpauk,
Chennai-600 010.
Phone: 91 44 2645 0082/83
Email: [email protected]


INDEPENDENT AUDITORS’ CERTIFICATE ON
CORPORATE GOVERNANCE
To
The Members of Odyssey Technologies Limited
1. We, M/s Sekar & Co., Chartered Accountants, Statutory Auditors of ODYSSEY TECHNOLOGIES LIMITED [“the
Company”] have examined the compliance of conditions of Corporate Governance by the Company for the year ended
on 31st March 2023, as stipulated in Regulations 17 to 27, clauses (b) to (i) of Regulation 46 (2) and paragraphs C, D and E
of Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 [“SEBI Listing Regulations”].
Management’s Responsibility
2. The compliance of conditions of Corporate Governance is the responsibility of the management of the Company
including the preparation and maintenance of all relevant supporting records and documents. This responsibility includes
the design, implementation and maintenance of internal control and procedures to ensure the compliance with the
conditions of the Corporate Governance stipulated in SEBI Listing Regulations.
Auditor’s Responsibility
3. Our examination was limited to a review of the procedures and implementations thereof, adopted by the Company for
ensuring compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on
the financial statements of the company.
4. Pursuant to the requirements of the SEBI Listing Regulations, we have examined the books of account and other
relevant records and documents maintained by the Company for the purpose of providing reasonable assurance on the
compliance with the Corporate Governance requirements by the Company.
5. We conducted our examination in accordance with the Guidance Note on Reports or Certificates for Special Purposes,
Guidance Note on Certification of Corporate Governance, both issued by the Institute of Chartered Accountants of India
(‘ICAI’) and the Standards on Auditing specified under Section 143(10) of the Companies Act, 2013, in so far as applicable
for the purpose of this certificate. The Guidance Note on Reports or Certificates for Special Purposes requires that we
comply with the ethical requirements of the Code of Ethics issued by the ICAI.
6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control
for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services
Engagements.
Opinion
7. In our opinion and to the best of our information and according to the explanations given to us, and the representation
provided by the Management, we certify that the Company has complied with the conditions of Corporate Governance as
stipulated in the above-mentioned SEBI Listing Regulations.
8. We state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
For M/s. Sekar & Co.

Chartered Accountants
Firm Regn. No: 016269S
(Arun Kumar Ghadei)

Partner
Chennai M.No: 230158
08th May 2023 UDIN: 23230158BGRMVT8700
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS
(Pursuant to Regulation 34(3) and clause (10)(i) of Para C of Schedule V of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015)
Based on the scrutiny of relevant records, forms, returns and information provided by ODYSSEY TECHNOLOGIES LIMITED
(the ‘Company’), CIN: L51909TN1990PLC019007, having its registered office at 5th Floor, Dowlath Towers, 63, Taylors
Road, Kilpauk, Chennai- 600010 and verification of disclosures and declarations given by the Directors under applicable
statutes and also based on the verification of facts regarding the Board of Directors of the Company, available in the public
domain, we hereby certify that as on 31.03.2023, none of the Directors on the Board of the Company have been debarred
or disqualified from being appointed or continuing as Director of companies either by the Securities and Exchange Board
of India or the Ministry of Corporate Affairs or any such statutory authority.

FCS No.: 1810 CP No.: 3318
Managing Partner
B Ravi & Associates
Firm Registration Number: P2016TN052400
Place: Chennai Peer Review Cerificate Number: 930/2020
Date : 09.05.2023 UDIN: F001810E000277635

Independent Auditors’ Report
To the Members of
Report on the Audit of the Financial Statements
Opinion
We have audited the accompanying Ind AS financial statements of ODYSSEY TECHNOLOGIES LIMITED (“the Company”),
which comprise the Balance Sheet as at March 31, 2023, and the Statement of Profit and Loss,(including the statement
of other comprehensive income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended,
and notes to the financial statements, including a summary of significant accounting policies and other explanatory
information (hereinafter referred to as “financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial
statements give the information required by the Act in the manner so required and give a true and fair view in conformity
with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022, and
its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the
Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities
for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with
the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that
are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules there
under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of
Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters

Key audit matters (‘KAM’) are those matters that, in our professional judgment, were of most significance in our audit of
the financial statements of the current period. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
S.No Key Audit Matter Auditor’s Response
1 Accuracy of revenues and Principal Audit Procedures
onerous obligations in respect
Our audit approach was a combination of test of internal controls
of fixed price contracts involves
and substantive procedures which included the following:
critical estimates:
• Evaluated the design of internal controls relating to recording
of efforts incurred and estimation of efforts required to
Estimated effort is a critical
complete the performance obligations.
estimate to determine revenues
• Tested the access and application controls pertaining to time
and liability for onerous
recording, allocation and budgeting systems which prevents
obligations. This estimate has
unauthorized changes to the recording of efforts incurred.
a high inherent uncertainty
• Selected a sample of contracts and through inspection
as it requires consideration
of evidence of performance of these controls, tested the
of progress of the contract,
operating effectiveness of the internal controls relating to
efforts incurred till date and
efforts incurred and estimated.
efforts required to complete the
• Selected a sample of contracts and performed a retrospective
remaining contract performance
review of efforts incurred with estimated efforts to identify
obligations.
significant variations and verify whether those variations
have been considered in estimating the remaining efforts to
Refer Note 2(iv) to the Financial
complete the contract.
Statements.
• Performed analytical procedures and test of details for
reasonableness of incurred and estimated efforts.

Other Information
The Company’s management and Board of Directors are responsible for the other information. The other information
comprises the information included in the Company’s annual report, but does not include the financial statements and
our auditors’ report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained
in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Management’s Responsibility for the Financial Statements

The Company’s management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act
with respect to the preparation of these financial statements that give a true and fair view of the state of affairs, profit /
loss (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under
Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were
operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation
and presentation of the financial statements that give a true and fair view and are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, management and the Board of Directors are responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concerned and using the going
concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has
no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher
than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our

opinion on whether the company has adequate internal financial controls with reference to financial statements in place and
the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditors’ report. However, future events or conditions may cause the Company to cease to continue
as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and
whether the financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
• Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate,
makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial
statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of
our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements
in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters. We
describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of India
in terms of sub-section (11) of section 143 of the Act, we give in Annexure-A, a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.
2. (A) As required by section 143(3) of the Act, we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief
were necessary for the purpose of our audit;
b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from
our examination of those books.
c) The Balance Sheet, Statement of Profit and Loss including other comprehensive income, Statement of Changes
in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards (Ind AS) specified
under Section 133 of the Act;
e) On the basis of written representations received from the directors as on March 31, 2023, and taken on record
by the Board of Directors, none of the directors is disqualified as on March 31, 2023, from being appointed as a
director in terms of section 164(2) of the Act;.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and operating
effectiveness of such controls, refer to our separate report in Annexure B. Our report expresses an unmodified
opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial
reporting;
(B) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies
(Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations
given to us:
(i) there are no pending financial litigations on its financial position in its financial statements.
(ii) there are no long-term contracts for which provisions need to be made.
(iii) the company has no unpaid dividends that is required to be transferred to the Investors Education and
Protection Fund.
(iv) (a) The Management has represented that, to the best of its knowledge and belief, no funds (which are material
either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds
or share premium or any other sources or kind of funds) by the Company to or in any other person or entity,
including foreign entity (“Intermediaries”), with the understanding, whether recorded in writing or otherwise,
that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries.
(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material
either individually or in the aggregate) have been received by the Company from any person or entity, including
foreign entity (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the
Company shall,whether, directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries;
(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances,
nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and
(ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.
(v) The Company has neither declared nor paid any dividend during the year.
(C) With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the Act:
In our opinion and according to the information and explanations given to us, the remuneration paid by the Company
to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration
paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate
Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon
by us.

(Arun Kumar Ghadei)

Partner
08th May 2023 UDIN:23230158BGRMVS9327

ANNEXURE – A TO THE INDEPENDENT AUDITORS’ REPORT
The Annexure referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirement’ of our Independent
Auditors’ Report to the members of the Company on the financial statements for the year ended 31st March 2023:
(i) In respect of Company’s Property , Plant and Equipment and Intangible Assets:
(a) (A) The company has maintained proper records showing full particulars including quantitative details and situation
of Property, Plant and Equipment.
(B) The Company has maintained proper records showing full particulars of intangible assets.
(b) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the Company has a regular programme of physical verification of its property, plant and equipment by
which all property, plant and equipment are verified in a phased manner over a period of three years. In accordance
with this programme, certain property, plant and equipment were physically verified by the management during the
year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company
and the nature of its assets. No material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on the basis of our examinations of the records of
the company, the title deeds of immovable properties disclosed in the financial statements are held in the name of
the Company.
(d) According to the information and explanations given to us and on the basis of our examination of the records of
the Company, the Company has not revalued its property, plant and equipment (including right of use assets) or
intangible assets or both during the year.
(e) According to the information and explanations given to us and on the basis of our examination of the records of
the Company, there are no proceedings initiated or pending against the Company for holding any benami property
under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.
(ii) (a) The Company is a service company, primarily rendering information technology solutions services. Accordingly, it
does not hold any physical inventories. Accordingly, clause 3(ii)(a) of the Order is not applicable
(b) According to the information and explanations are given to us and on the basis of our examination of the records
of the Company, the Company has not been sanctioned working capital limits in excess of five crore rupees, in
aggregate, from banks or financial institutions on the basis of the security of current assets at any point of time
during the year. Accordingly, clause 3(ii)(b) of the Order is not applicable to the Company.
(iii) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the Company has not made any investments in or provided any guarantee or security or granted any loans
or advances in the nature of loans, secured or unsecured, to companies, firms, limited liability partnerships or any
other parties during the year.
(a) The Company has not provided any loans or advances in the nature of loans or stood guarantee, or provided
security to any other entity during the year, and hence reporting under clause 3(iii)(a) of the Order is not applicable.
(b) According to the information and explanations given to us and based on the audit procedures conducted by us, in
our opinions, the terms and conditions of the grant of all loans and advances in the nature of loans provided are,
prima facie, not prejudicial to the interests of the Company.
(c) According to the information and explanations given to us and on the basis of our examination of the records of
the Company, in our opinion, in the case of loans and advances in the nature of loans given, the repayment of
principal and payment of interest has been stipulated and the repayments or receipts have been regular.

(d) According to the information and explanations given to us and on the basis of our examination of the records
of the Company, there is no overdue amount for more than ninety days in respect of loans and advances in the
nature of loans given.
(e) According to the information and explanations given to us and on the basis of our examination of the records of
the Company, there is no loan or advance in the nature of loans granted falling due during the year, which has been
renewed or extended or fresh loans granted to settle the overdues of existing loans or advances in the nature of
loans given to same parties.
(f) According to the information and explanations given to us and on the basis of our examination of the records
of the Company, the Company has not granted any loans or advances in the nature of loans either repayable on
demand or without specifying any terms or period of repayment.
(iv) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the Company has neither made any investments nor has it given loans or provided guarantee or security as
specified under Section 185 of the Companies Act, 2013 (“the Act”) and the Company has not provided any security
as specified under Section 186 of the Act. Therefore, paragraph 3 (iv) of the Order is not applicable to the Company.
(v) During the year the company has not accepted deposits from the public. Therefore, paragraph 3 (v) of the Order is not
applicable to the Company.
(vi) The Central Government has not specified maintenance of cost records under Section 148(1) of the Companies Act,
2013 for the business activities carried out by the company. Thus, reporting under paragraph 3 (vi) of the Order is not
applicable to the Company.
(vii) (a) According to the records of the Company, the Company is regular in depositing undisputed statutory dues including
Provident Fund, Employees’ State Insurance, Income-Tax, Goods and Services Tax (GST), Duty of Customs, Duty
of Excise, Value added Tax, Cess any other statutory dues, as applicable, to the appropriate authorities.According
to the information and explanation given to us, no undisputed amounts payable in respect of Provident Fund,
Employees’ State Insurance, Income-Tax, Goods and Services Tax, Duty of Customs, Duty of Excise, Value added
Tax, Cess and any other material statutory dues were in arrears as at 31st March 2023 for a period of more than six
months from the date they became payable.
(b) According to the information and explanations are given to us, there are no dues of Income-tax or Sales tax or
Service tax or Goods and Services tax or duty of Customs or duty of Excise or Value added tax that has not been
deposited by the Company on account of disputes.
(viii) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, the Company has not surrendered or disclosed any transactions, previously unrecorded as income in the
books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year.
(ix) (a) The Company has not taken any loans or other borrowings from any lender. Hence reporting under clause 3(ix)(a)
of the Order is not applicable.
(b) According to the information and explanations given to us and on the basis of our examination of the records
of the Company, the Company has not been declared a wilful defaulter by any bank or financial institution or
government or government authority.
(c) In our opinion and according to the information and explanations given to us by the management, the Company
has not obtained any term loans during the year and hence, reporting under clause 3(ix)(c) of the Order is not
applicable.
(d) According to the information and explanations given to us and on an overall examination of the balance sheet of
the Company, we report that no funds raised on short-term basis have been used for long-term purposes by the
Company.
(e) According to the information and explanations given to us and on an overall examination of the financial statements
of the Company, we report that the Company has not taken any funds from any entity or person on account of or to
meet the obligations of its subsidiaries, as defined in the Act. The Company does not hold any investment in any
associate or joint venture (as defined in the Act) during the year ended 31st March 2023.
(f) According to the information and explanations given to us and procedures performed by us, we report that the
Company has not raised loans during the year on the pledge of securities held in its subsidiaries (as defined under
the Act) and hence reporting on clause 3(ix)(f) of the Order is not applicable.
(x) (a) The Company has not raised any moneys by way of initial public offer or further public offer (including debt
instruments) Accordingly, clause 3(x)(a) of the Order is not applicable.
(b) According to the information and explanations given to us and on the basis of our examination of the records of
the Company, the Company has not made any preferential allotment or private placement of shares or fully or
partly convertible debentures during the year. Accordingly, clause 3(x)(b) of the Order is not applicable.
(xi) (a) Based on examination of the books and records of the Company and according to the information and explanations
given to us, considering the principles of materiality outlined in the Standards on Auditing, we report that no fraud
by the Company or on the Company has been noticed or reported during the course of the audit.
(b) According to the information and explanations given to us, no report under sub-section (12) of Section 143 of the
Act has been filed by the auditors in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors)
Rules, 2014 with the Central Government during the year and upto the date of this report..
(c) We have taken into consideration the whistleblower complaints received by the Company during the year while
determining the nature, timing, and extent of our audit procedures and we report that there have been no
whistleblower complaints received by the Company during the year.
(xii) In our opinion and according to the information and explanations are given to us, the Company is not a nidhi company.
Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.
(xiii) According to the information and explanations given to us and based on our examination of the records of the
Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable
and details of such transactions have been disclosed in the financial statements as required by the applicable Ind AS.
(xiv) (a) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has
an internal audit system commensurate with the size and nature of its business.
(b) We have considered the internal audit reports of the Company issued till date for the period under audit.
(xv) According to the information and explanations given to us and based on our examination of the records of the
Company, the Company has not entered into non-cash transactions with directors or persons connected to its
directors and hence provisions of Section 192 of the Companies Act, 2013 are not applicable to the Company.
(xvi) (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
Accordingly, clauses 3(xvi)(a) and 3(xvi)(b) of the Order are not applicable.
(b) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of
India. Accordingly, clause 3(xvi)(c) of the Order is not applicable.

(c) According to the information and explanations provided to us during the course of audit, the Company does not
have any CICs and hence reporting under clause 3(xvi)(d) of the Order is not applicable.
(xvii) The Company has not incurred cash losses in the current and in the immediately preceding financial year.
(xviii) There has been no resignation of the statutory auditors during the year. Accordingly, clause 3(xviii) of the Order is
not applicable.
(xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and
expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying
the financial statements, our knowledge of the Board of Directors and management plans and based on our
examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to
believe that any material uncertainty exists as on the date of the audit report that the Company is not capable of
meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from
the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company.
We further state that our reporting is based on the facts up to the date of the audit report and we neither give any
guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date,
will get discharged by the Company as and when they fall due.
(xx) The Company has fully spent the required amount towards Corporate Social Responsibility (CSR) and there are no
unspent CSR amounts for the year requiring transfer to a fund specified in Schedule VII to the Companies Act or
Special Account in compliance with the provisions of Section 135(6) of the said Act. Accordingly, reporting under
clause (xx) of the Order is not applicable for the year.

(Arun Kumar Ghadei)

Partner
08h May 2023 UDIN:23230158BGRMVS9327

ANNEXURE – B TO THE INDEPENDENT AUDITORS’ REPORT
(Referred to in Para 2(f) under Report on other Legal and Regulatory Requirements of our
Independent Auditors’ Report.)
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013
(“the Act”)
We have audited the internal financial controls over financial reporting of ODYSSEY TECHNOLOGIES LIMITED (“the
Company”) as of 31st March 2023 in conjunction with our audit of the financial statements of the Company for the year
ended on that date.
Management’s Responsibility for Internal Financial Controls
The Board of Directors of the Company is responsible for establishing and maintaining internal financial controls based
on the internal control over financial reporting criteria established by the Company considering the essential components
of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by
the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and
maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient
conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information, as required under the Companies Act, 2013.
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based
on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls
over Financial Reporting (the “Guidance Note”) issued by ICAI and the Standards on Auditing, prescribed under Section
143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and
the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
assurance about whether adequate internal financial controls over financial reporting was established and maintained and
if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls
system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial
reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that
a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based
on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
on the Company’s internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that

transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a
material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may occur and
not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future
periods are subject to the risk that the internal financial control over financial reporting may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial
reporting, and such internal financial controls over financial reporting were operating effectively as at 31st March 2022,
based on the internal control over financial reporting criteria established by the Company considering the essential
components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting
issued by the Institute of Chartered Accountants of India.

(Arun Kumar Ghadei)

Partner
08th May 2023 UDIN:23230158BGRMVS9327

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Balance Sheet as at March 31, 2023
Rs.in Lakhs
As at As at
S.No Particulars Note
Mar 31, 2023 Mar 31, 2022
ASSETS
1 Non-current assets
(a) Property, Plant and Equipment 3 933.65 960.25
(b) Other Intangible assets 4 790.71 965.16
(c) Financial Assets
(i) Loans 5 (i) 0.11 0.11
(ii) Other Financial Assets 5 (ii) 16.16 36.61
(d) Income Tax Assets 6 29.91 21.66
(e) Other Non-current Assets 7 26.44 20.02
Total non-current assets 1,796.98 2,003.81
2 Current assets
(a) Financial Assets
(i) Trade receivables 8 (i) 631.40 561.64
(ii) Cash and cash equivalents 8 (ii) 2,378.26 1,802.57
(iii) Loans 8 (iii) 2.91 1.28
(iv) Other Financial Assets 8 (iv) 53.53 40.25
(b) Income Tax Assets 9 119.88 201.47
(c) Other current assets 10 26.39 10.54
Total current assets 3,212.37 2,617.75
Total Assets 5,009.35 4,621.56
EQUITY AND LIABILITIES
Equity
(a) Equity share capital 11 1,577.88 1,574.62
(b) Other Equity 12 3,160.89 2,733.65
Total Equity 4,738.77 4,308.27
LIABILITIES
1 Non-current liabilities
(a) Deferred tax liabilities (Net) 13 (f) 123.03 124.84
Total non-current liabilities 123.03 124.84
2 Current liabilities
(a) Financial Liabilities
Trade Payables
(1) Dues to micro enterprises and small enterprises 14 (i) (a) 3.04 2.87
(2) Dues to creditors other than micro and small enterprises 14 (i) (b) 9.80 11.26
(b) Other current liabilities 15 134.71 174.32
Total current liabilities 147.55 188.45
Total Equity and Liabilities 5,009.35 4,621.56
The accompanying notes form an integral part of the financial statements
As per our report of even date attached For and on behalf of the Board of Directors
for Sekar & Co B Robert Raja B Antony Raja
Chartered Accountants Chairman & Managing Director Whole-time Director & CFO
Firm Regn No : 016269S
Arun Kumar Ghadei B Purnima
Partner Company Secretary
M No : 230158
Place: Chennai
Date : 8th May 2023

Statement of Profit and Loss for the year ended March 31, 2023
Rs. in Lakhs unless otherwise stated
S.No Particulars Note Year ended Year ended

Mar 31, 2023 Mar 31, 2022
I Revenue from operations 16 2,419.30 2,267.46

II Other income 17 178.82 88.84
III TOTAL INCOME (I+II) 2,598.12 2,356.30
IV Expenses
Purchases of stock-in-trade 18 - 0.54
Employee benefits expense 19 1,527.69 1,205.28
Depreciation and amortisation expense 3&4 276.01 316.49
Other expenses 20 229.20 196.85
TOTAL EXPENSES (IV) 2,032.90 1,719.16
V PROFIT BEFORE TAX (III-IV) 565.22 637.14
VI Tax expense
(a) Current tax 130.42 168.48
(b) Deferred tax 13 (1.81) 8.94
TOTAL TAX EXPENSE (VI) 128.61 177.42
VII PROFIT FOR THE YEAR (V-VI) 436.61 459.72
VIII OTHER COMPREHENSIVE INCOME / (LOSS)

(a) Items that will not be reclassified subsequently to
Profit or Loss:
(i) Remeasurement of defined employee benefit plan (41.02) (17.23)
(b) Income tax relating to Items that will not be reclassified 6 8.25 3.74
to profit or loss

TOTAL OTHER COMPREHENSIVE INCOME / (LOSS) (VIII) (32.77) (13.49)
IX TOTAL COMPREHENSIVE INCOME FOR THE YEAR (VII+VIII) 403.84 446.23
X Earnings per equity share : Basic (₹) 2.77 2.92

Diluted (₹) 21 2.74 2.89

M No : 230158
Place: Chennai
Date : 8th May 2023

Statement of changes in Equity
A. Equity Share Capital Rs.in Lakhs
As at As at
Particulars
Mar 31, 2023 Mar 31, 2022
Balance at the beginning of the year 1 ,574.62 1 ,574.62
Changes in Equity Share Capital due to prior period errors - -
Restated balance at the beginning of the current reporting period - -
Changes in equity share capital during the current year : - -
Exercise of Stock option under ESOP 2019 3.26 -
Balance at the end of the year 1 ,577.88 1,574.62
B. Other Equity
For the year ended March 31, 2023 Rs.in Lakhs
Reserves and Surplus OCI
Employee Stock Actuarial gain/

Capital Securities Retained Options (loss)
Particulars Reserve Premium Earnings on employee Total
reserve outstanding
account defined benefit
fund
Balance as at April 01,2022 1 ,182.23 571.78 1 ,028.60 16.61 (65.57) 2,733.65
Exercise of Stock options - 15.64 - (14.01) - 1.63
under ESOP 2019
ESOP Compensation Exps - - - 21.77 - 21.77
for 2022-23
Total Comprehensive income for the year :
Other Comprehensive - - - - (32.77) (32.77)
Income / (Loss)
Profit for the year - - 436.61 - - 436.61
Balance as at March 31, 2023 1,182.23 587.42 1,465.21 24.37 (98.34) 3,160.89
For the year ended March 31, 2022

Balance as at April 01,2021 1,182.23 571.78 568.88 - (52.08) 2,270.81
Grant of Stock options under - - - 16.61 - 16.61

ESOP 2019
Total Comprehensive income for the year :

Other Comprehensive - - - - (13.49) (13.49)
Income / (Loss)
Profit for the year - - 459.72 - - 459.72
Balance as at March 31, 2022 1,182.23 571.78 1,028.60 16.61 (65.57) 2,733.65

M No : 230158
Place: Chennai
Date : 8th May 2023

Cash flows statement for the year ended March 31, 2023
Rs.in Lakhs
Year ended Year ended
S.No Particulars
Mar 31, 2023 Mar 31, 2022
A Cash flow from operating activities
Net Profit before tax, per statement of profit and loss 565.22 637.14
P&L adjustments:
Depreciation & Amortisation 276.01 316.49
Interest income (122.45) (87.51)
Net gain on investments with Liquid funds (BSL-FRF Short Term) (1.18) (0.48)
Profit on Sale of Assets (13.21) (0.03)
Loss on Scrapped Assets 0.29 0.12
ESOP Compensation expenses 21.77 16.61
Bad Debts 1.23 9.43
Changes in Assets and Liabilities :
Decrease/(increase) in trade receivables (70.99) (14.86)
Decrease/(increase) in Current Financial Assets (14.91) (17.44)
Increase/(decrease) in trade payables and other liabilities (40.91) (12.68)
Changes in Other Current Assets (8.54) (2.27)
Defined Benefit Liability Provision (47.44) (26.10)
Cash generated from operating activities 544.89 818.42
Income Tax Paid adjustment of refunds (48.81) (87.32)
Net Cash generated from operating activities (A) 496.08 731.10
B Cash flow from investing activities

Purchase of fixed assets (77.40) (42.14)
Proceeds from Sale of Assets 15.34 0.48
Investment in Bank Deposits - Long Term 13.15 1.82
Interest received 122.45 87.51
Net gain on investments with Liquid funds (BSL-FRF Short Term) 1.18 0.48
Net cash generated from investing activities (B) 74.72 48.15
C Cash flow from financing activities

Proceeds from issue of share capital on exercise of Stock options 3.26 -
Securities Premium on issue of share capital on exercise of Stock options 1.63 -
Net cash generated from financing activities (C) 4.89 -
D Net increase / (decrease) in cash and cash equivalents (A)+(B)+(C) 575.69 779.25
Cash and cash equivalents at the beginning of the year 1,802.57 1,023.32
Cash and cash equivalents at the end of the year (Note No.8 (ii)) 2,378.26 1,802.57

M No : 230158
Place: Chennai
Date : 8h May 2023

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH 2023
1. CORPORATE INFORMATION: management to make judgments, estimates and
assumptions in the application of accounting policies
Odyssey Technologies Limited is a Public Limited company
that affect the reported amounts of assets, liabilities,
incorporated in the year 1990 under the Companies Act,
income and expenses. Actual results may differ from
1956 with registered office located at 5th Floor, Dowlath
these estimates. Continuous evaluation is done on the
Towers, 63, Taylors Road, Kilpauk, Chennai - 600 010.
estimation and judgments based on historical experience
The Company is engaged in the Business of Software
and other factors, including expectations of future events
development with primary focus on information security
that are believed to be reasonable. Revisions to accounting
products built around the Public Key Infrastructure and
estimates are recognized prospectively.
cryptography, and the related services.
Useful lives of property, plant and equipment

2. SIGNIFICANT ACCOUNTING POLICIES:
The Company reviews the useful life of property, plant
(i) Statement of Compliance and equipment at the end of each reporting period.
This reassessment may result in change in depreciation
The financial statements have been prepared in accordance
expense in future periods.
with the Indian Accounting Standards (hereinafter
referred to as ‘Ind AS’) as prescribed under section 133
Valuation of deferred tax assets
of the Companies Act, 2013 read with Companies (Indian
Accounting Standards) Rules as amended from time to The Company reviews the carrying amount of deferred tax
time. assets at the end of each reporting period.
(ii) Basis of Preparation Information about critical judgments in applying accounting

policies, as well as estimates and assumptions that have
The financial statements have been prepared on accrual
the most significant effect to the carrying amounts of
and going concern basis. All assets and liabilities have
assets and liabilities within the next financial year, are
been classified as current or non-current as per the
included in the following notes:
Company’s normal operating cycle and other criteria as
set out in the Division II of Schedule III to the Companies
a. Measurement of Defined Benefit Obligation – (Note : 23 (b))
Act, 2013. Based on the nature of products supplied /
b. Recognition of Deferred Tax Liabilities - (Note : 13)
services rendered to customers and the time elapsed
between supply / delivery and their realization in cash
(iv) Revenue Recognition
and cash equivalents, the Company has ascertained its
operating cycle as 12 months for the purpose of current or The Company derives revenues primarily from the
non-current classification of assets and liabilities. licensing of software products, solutions and the related
services.
The statement of Cash flows is prepared using the indirect
method, whereby profit before tax is adjusted for the Revenue is recognised upon transfer of control of
effects of transactions of a non-cash nature, any deferrals promised products or services to customers in an amount
or accruals of past or future operating cash receipts or that reflects the consideration which the Company expects
payments and item of income or expenses associated to receive in exchange for those products or services.
with investing or financing cash flows. The cash flows
from operating, investing and financing activities of the Revenue from time and material and job contracts if any, is
Company are segregated. recognised on output basis measured by units delivered,
efforts expended, number of transactions processed, etc.
These financial statements are prepared under the Revenue related to fixed price maintenance and support
historical cost convention unless otherwise indicated. services contracts where the Company is standing ready
to provide services is recognised based on time elapsed
(iii) Use of estimates and Judgements mode and revenue is straight lined over the period of
performance.
The preparation of financial statements requires

In respect of other fixed-price contracts, revenue is In accordance with Ind AS 37, the Company recognises
recognised using percentage-of-completion method an onerous contract provision when the unavoidable costs
(‘POC method’) of accounting with contract costs incurred of meeting the obligations under a contract exceed the
determining the degree of completion of the performance economic benefits to be received.
obligation. The contract costs used in computing the
revenues include cost of fulfilling warranty obligations. Contracts are subject to modification to account for
changes in contract specification and requirements. The
Revenue from the sale of distinct internally developed Company reviews modification to contract in conjunction
software and manufactured systems and third party with the original contract, basis which the transaction price
software is recognised upfront at the point in time when could be allocated to a new performance obligation, or
the system / software is delivered to the customer. In transaction price of an existing obligation could undergo a
cases where implementation and / or customisation change. In the event transaction price is revised for existing
services rendered significantly modifies or customises the obligation, a cumulative adjustment is accounted for.
software, these services and software are accounted for as
a single performance obligation and revenue is recognised The Company presents revenues net of indirect taxes and
over time on a POC method. discounts in its statement of profit and loss.
Revenue from the resale of distinct third party hardware / Use of significant judgements in revenue recognition
software is recognised at the point in time when control is
The Company’s contracts with customers could include
transferred to the customer.
promises to transfer multiple products and services to a
customer. The Company assesses the products / services
The solutions offered by the Company may include
promised in a contract and identifies distinct performance
supply of third-party equipment or software. In such
obligations in the contract. Identification of distinct
cases, revenue for supply of such third party products are
performance obligation involves judgement to determine
recorded at gross or net basis depending on whether the
the deliverables and the ability of the customer to benefit
Company is acting as the principal or as an agent of the
independently from such deliverables.
customer. The Company recognizes revenue in the gross
amount of consideration when it is acting as a principal
Judgement is also required to determine the transaction
and at net amount of consideration when it is acting as an
price for the contract. The transaction price could be either
agent.
a fixed amount of customer consideration or variable
consideration with elements such as volume discounts,
Revenue is measured based on the transaction price,
service level credits, performance bonuses, price
which is the consideration, adjusted for volume discounts,
concessions and incentives. The transaction price is also
service level credits, performance bonuses, price
adjusted for the effects of the time value of money if the
concessions and incentives, if any, as specified in the
contract includes a significant financing component. Any
contract with the customer. Revenue also excludes taxes
consideration payable to the customer is adjusted to the
collected from customers.
transaction price, unless it is a payment for a distinct product
or service from the customer. The estimated amount of
Contract assets are recognised when there is excess of
variable consideration is adjusted in the transaction price
revenue earned over billings on contracts. Contract assets
only to the extent that it is highly probable that a significant
are classified as unbilled revenue (only act of invoicing is
reversal in the amount of cumulative revenue recognised
pending) when there is unconditional right to receive cash,
will not occur and is reassessed at the end of each reporting
and only passage of time is required, as per contractual
period. The Company allocates the elements of variable
terms.
considerations to all the performance obligations of the
Unearned revenue (“contract liability”) is recognised when
contract unless there is observable evidence that they
there is billings in excess of revenues.
pertain to one or more distinct performance obligations.
The billing schedules agreed with customers include

The Company uses judgement to determine an
periodic performance based payments and / or milestone
appropriate standalone selling price for a performance
based progress payments. Invoices are payable within
obligation. The Company allocates the transaction price to
contractually agreed credit period.
each performance obligation on the basis of the relative (b) Operating lease
standalone selling price of each distinct product or service Lease arrangements where the risks and rewards
promised in the contract. Where standalone selling price is incidental to ownership of an asset substantially vest with
not observable, the Company uses the expected cost plus the lessor, are recognised as operating lease. Operating
margin approach to allocate the transaction price to each lease payments are recognised on a straight line basis
distinct performance obligation. over the lease term in the statement of profit and loss,
unless the lease agreement explicitly states that increase
The Company exercises judgement in determining is on account of inflation.
whether the performance obligation is satisfied at a point
in time or over a period of time. The Company considers (vi) Cost recognition
indicators such as how customer consumes benefits as
Costs and expenses are recognised when incurred and
services are rendered or who controls the asset as it is
have been classified according to their nature.
being created or existence of enforceable right to payment
for performance to date and alternate use of such product
The costs of the Company are broadly categorised in
or service, transfer of significant risks and rewards to the
employee benefit expenses, cost of equipment and
customer, acceptance of delivery by the customer, etc.
software purchased, depreciation and amortisation
expense and other expenses. Employee benefit expenses
Revenue for fixed-price contract is recognised using
include salaries, incentives and allowances, contributions
percentage-of-completion method. The Company uses
to provident and other funds and staff welfare expenses.
judgement to estimate the future cost-to-completion of
the contracts which is used to determine the degree of
Other expenses mainly include fees to external consultants,
completion of the performance obligation.
facility expenses, travel expenses, communication
expenses, bad debts written off, allowance for doubtful
Contract fulfilment costs are generally expensed as
trade receivable and advances (net) and other expenses.
incurred except for certain software licence costs which
Other expenses is an aggregation of costs which are
meet the criteria for capitalisation. Such costs are
individually not material such as commission and
amortised over the contractual period or useful life of
brokerage, recruitment and training, entertainment, etc.
licence whichever is less. The assessment of this criteria
requires the application of judgement, in particular when
(vii) Foreign currency
considering if costs generate or enhance resources to
be used to satisfy future performance obligations and Foreign currency transactions are recorded at exchange
whether costs are expected to be recovered. rates prevailing on the date of the transaction. Foreign
currency denominated monetary assets and liabilities
Dividend income is recorded when the right to receive are retranslated at the exchange rate prevailing on the
payment is established. Interest income is recognized balance sheet date and exchange gains and losses arising
using the effective interest method. on settlement and restatement are recognised in the
statement of profit and loss. Non-monetary assets and
(v) Leases liabilities that are measured in terms of historical cost in
foreign currencies, if any, are not retranslated.
(a) Finance lease
Assets taken on lease by the Company in its capacity
(viii) Income taxes
as lessee, where the Company has substantially all the
risks and rewards of ownership are classified as finance Income tax expense comprises current tax expense and
lease. Such leases are capitalised at the inception of the the net change in the deferred tax asset or liability during
lease at lower of the fair value or the present value of the the year. Current and deferred taxes are recognised in
minimum lease payments and a liability is recognised for statement of profit and loss, except when they relate to
an equivalent amount. Each lease rental paid is allocated items that are recognised in other comprehensive income
between the liability and the interest cost so as to obtain or directly in equity, in which case, the current and deferred
a constant periodic rate of interest on the outstanding tax are also recognised in other comprehensive income or
liability for each year. directly in equity, respectively.

(a) Current income taxes The Company derecognises a financial asset only when the
The current income tax expense includes income taxes contractual rights to the cash flows from the asset expire,
payable by the Company for the year. or when it transfers the financial asset and substantially all
the risks and rewards of ownership of the asset to another
(b) Deferred income taxes entity. The Company derecognises financial liabilities
Deferred income tax is recognised using the balance when, and only when, the Company’s obligations are
sheet approach. Deferred income tax assets and liabilities discharged, cancelled or have expired.
are recognised for deductible and taxable temporary
differences arising between the tax base of assets and (a) Cash and cash equivalents
liabilities and their carrying amount, except when the Cash and cash equivalents comprise cash and cash on
deferred income tax arises from the initial recognition of deposit with banks and financial institutions. The Company
an asset or liability in a transaction that is not a business considers all highly liquid investments with a remaining
combination and affects neither accounting nor taxable maturity at the date of purchase of 12 months or less and
profit or loss at the time of the transaction. that are readily convertible to known amounts of cash to
be cash equivalents.
Deferred income tax assets are recognised to the extent
that it is probable that taxable profit will be available (b) Financial assets at fair value through other
against which the deductible temporary differences and comprehensive income
the carry forward of unused tax credits and unused tax Financial assets, if any, are measured at fair value through
losses can be utilised. other comprehensive income if these financial assets are
held within a business whose objective is achieved by
The carrying amount of deferred income tax assets is both collecting contractual cash flows on specified dates
reviewed at each reporting date and reduced to the extent that are solely payments of principal and interest on the
that it is no longer probable that sufficient taxable profit principal amount outstanding and selling financial assets.
will be available to allow all or part of the deferred income
tax asset to be utilised. (x) Property, Plant and Equipment
Property, plant and equipment are stated at cost, less
Deferred tax assets and liabilities are measured using
accumulated depreciation and impairment, if any. Costs
substantively enacted tax rates expected to apply to taxable
directly attributable to acquisition are capitalized until
income in the years in which the temporary differences
the property, plant and equipment are ready for use, as
are expected to be received or settled. Deferred tax assets
intended by management.
and liabilities are offset when they relate to income taxes
levied by the same taxation authority and the relevant
Subsequent costs are included in the asset’s carrying
entity intends to settle its current tax assets and liabilities
amount or recognised as a separate asset, as appropriate,
on a net basis.
only when it is probable that future economic benefits
associated with the item will flow to the Company and the
Income tax assets include the tax refund due receivable as
cost of the item can be measured reliably. All other repairs
detailed in Note 9.
and maintenance are charged to the Statement of Profit
and Loss during the period in which they are incurred.
(ix) Financial instruments

Gains or losses arising on retirement or disposal of
Financial assets and liabilities are recognised when the property, plant and equipment are recognised in the
Company becomes a party to the contractual provisions of Statement of Profit and Loss.
the instrument. Financial assets and liabilities are initially
measured at fair value. Transaction costs that are directly The Company depreciates property, plant and equipment
attributable to the acquisition or issue of financial assets over their estimated useful lives using the Written Down
and financial liabilities (other than financial assets and Value (WDV) as prescribed under Part C of Schedule II
financial liabilities at fair value through profit or loss) are of the Companies Act, 2013. Depreciation on additions /
added to or deducted from the fair value measured on deletions has been provided on a pro-rata basis. Each part
initial recognition of financial asset or financial liability. of an item of property, plant and equipment with a cost

that is significant in relation to the total cost of the item is the assets of the Company since 1st Dec 2018. These
depreciated separately. properties also consist of two patent applications relating
to the same technology as detailed in:
Useful lives of property, plant and equipment
The Company reviews the useful life of property, plant 1. Application No. 2310/CHE/2014 dated 9/05/2014 on
and equipment at the end of each reporting period. “Portable Cryptographic Interface Device With Physical
This reassessment may result in change in depreciation controls And Feedback” and
expense in future periods.
2. Application No. TEMP/E-1/50541/2018-CHE dated
The estimated useful lives considered for depreciation of 7/12/2018 on “Cryptographic Key Router System And
property plant and equipment are as follows: Location Independent End User Key Devices”.
Considering that the assets beget a software platform and

ASSET USEFUL LIFE
end user device software that can be leveraged in multiple
Buildings 60 years software products, the lifetime of the assets are likely to be
considerably more than that of any single software product.
Servers and Networks 6 years As these are also represented in the patent applications,
End use Devices such as desktops, which if granted will have a validity for at least another 15
3 years
laptops, etc., years, the IPR related to this asset is considered to have a
life time of 15 years.
Furniture & Fixtures 10 years
Motor Vehicle 8 years (xii) Employee Benefits:
Office Equipment 5 years (a) Defined contribution plans:

Contributions to defined contribution schemes such
Machinery (Electrical Installations) 10 years as employees’ state insurance, labour welfare fund,
superannuation scheme, employee pension scheme
Assets individually costing Rs. 5,000 /- or less are fully etc. are charged as an expense based on the amount of
depreciated in the year of purchase. contribution required to be made as and when services
are rendered by the employees. Company’s provident
(xi) Intangible assets fund contribution, in respect of certain employees, is
Separately purchased intangible assets are initially made to a government administered fund and charged as
measured at cost. Intangible assets acquired in a business an expense to the Statement of Profit and Loss. The above
combination are recognised at fair value at the acquisition benefits are classified as Defined Contribution Schemes as
date. Subsequently, intangible assets are carried at cost the Company has no further defined obligations beyond
less any accumulated amortisation and accumulated the monthly contributions.
impairment losses, if any.
The useful lives of intangible assets are assessed as either (b) Defined benefit plan:
finite or indefinite as applicable. Finite-life intangible assets Gratuity: The Company has a defined benefit plan for
are amortised on a Written Down Value (WDV) over the post-retirement benefit in the form of gratuity for all its
period of their expected useful lives. Estimated useful lives employees. Liability for defined benefit plan is provided
of intangible assets are as follows: on the basis of valuations carried out by an independent
actuary.
IPR on Software Products 10 years
All defined benefit plans obligations are determined
IPR on Software Framework 15 years based on valuations, as at the Balance Sheet date, made
by independent actuary using the projected unit credit
Consequent to the amalgamation of Cyberneme Pvt Ltd, method. The classification of the Company’s net obligation
a cryptographic key routing software framework and a set into current and non-current is as per the actuarial valuation
of hardware designs and software enabling key usage in report.
multiple devices originally known as ‘Alice’ have become

The actuarial valuation method used by the independent The Company does not have any Contingent liabilities as
actuary for measuring the liability relating to gratuity on Balance Sheet date which need to be disclosed.
and compensated absences is the Projected Unit Credit
Method. (xiv) Investments
Termination benefits (Current services cost) are recognized The company has no investments as on the balance sheet
as an expense as and when incurred. date.
Actuarial gains and losses comprise experience (xv) Borrowing Costs

adjustments and the effects of changes in actuarial
There is no borrowing cost, which are directly attributable
assumptions and are recognized in full as an income
to the acquisition, construction or production of an asset
or as expenses in the period in which they occur in the
that necessarily takes a substantial period of time to get
statement of profit and loss under other comprehensive
ready for its intended use or sale, So Capitalization of
income.
borrowing cost to Cost of the assets is not applicable.
All other borrowing costs are expensed in the period in
(c) Employees Stock Option Plan (ESOP)
which they occur. Borrowing costs consist of interest and
The Company recognizes compensation expense relating
other costs that an entity incurs in connection with the
to share-based payments in net profit based on estimated
borrowing of funds.
fair values of the awards on the grant date. The recognition
is revised on measurement date based on the rate of
(xvi) Segment Reporting
forfeiture which is arrived at as per the historical data on
resignation of option grantees. By applying the definitions of ‘Operating Segment’
contained in Ind As 108, it is concluded that there is only
The amounts recorded in share options outstanding one segment and hence segment reporting is not required
account are transferred to securities premium upon to be disclosed.
exercise of stock options and transferred to general reserve
on account of stock options not exercised by employees. (xvii) Inventories
The details of grant and exercise of options during the year The Company does not have any inventories as on the
are disclosed under Note: 22 as stipulated in para 45 of Balance sheet date.
IND AS 102.
(xviii) Earnings Per Share (EPS)
(xiii) Provisions and contingent liabilities
Basic earnings per share is computed by dividing profit or
A provision is recognised when the Company has a present loss attributable to equity shareholders of the Company by
obligation as a result of past event and it is probable that the weighted average number of equity shares outstanding
an outflow of resources will be required to settle the during the year. The diluted earnings per share is computed
obligation, in respect of which a reliable estimate can be by including the weighted average options outstanding at
made. These are reviewed at each balance sheet date and the measurement date. The detailed working of EPS is
adjusted to reflect the current best estimates. provided under Note: 21.
Contingent liabilities are disclosed when there is a possible

obligation arising from past events, the existence of
which will be confirmed only by the occurrence or non-
occurrence of one or more uncertain future events not
wholly within the control of the Company or a present
obligation that arises from past events where it is either
not probable that an outflow of resources will be required
to settle the obligation or a reliable estimate of the amount
cannot be made. Contingent assets are neither recognised
nor disclosed in the financial statements.

Note 3 : Property, Plant and Equipment
The changes in the carrying value of property, plant and equipment for the year ended March 31, 2023 are as follows: Rs.in Lakhs
Particulars Buildings Plant and Office Furnitures and

Vehicles Total
Machinery* Equipment Fixtures
Gross Carrying value as at April 01, 2022 1,116.54 321.82 6.82 29.57 107.61 1,582.36
Annual Report 2022-23

Additions - 34.73 0.31 - 42.36 77.40
Deletions - 16.73 - - 33.92 50.65
Gross Carrying value as at March 31, 2023 1,116.54 339.82 7.13 29.57 116.05 1,609.11
Accumulated Depreciation as at April 01, 2022 (266.82) (243.72) (5.78) (21.37) (84.42) (622.11)
Depreciation for the year (42.49) (41.08) (0.44) (2.12) (15.43) (101.56)
Accumulated Depreciation on deletions - 16.42 - - 31.79 48.21
Accumulated Depreciation as at March 31, 2023 (309.31) (268.38) (6.22) (23.49) (68.06) (675.46)
Net Carrying Value as at March 31, 2023 807.23 71.44 0.91 6.08 47.99 933.65
75
The changes in the carrying value of property, plant and equipment for the year ended March 31, 2022 are as follows: Rs.in Lakhs
Plant and Office Furnitures and

Particulars Buildings Vehicles Total
Machinery* Equipment Fixtures
Gross Carrying value as at April 01, 2021 1,116.54 283.54 7.35 28.76 107.61 1,543.80
Additions - 40.91 - 1.23 - 42.14
Deletions - 2.63 0.53 0.42 - 3.58
Gross Carrying value as at March 31, 2022 1,116.54 321.82 6.82 29.57 107.61 1,582.36
Accumulated Depreciation as at April 01, 2021 (222.10) (201.17) (5.52) (18.88) (74.02) (521.69)
Depreciation for the year (44.72) (44.69) (0.76) (2.86) (10.40) (103.43)
Accumulated Depreciation on deletions - 2.14 0.50 0.37 - 3.01
Accumulated Depreciation as at March 31, 2022 (266.82) (243.72) (5.78) (21.37) (84.42) (622.11)
Net Carrying Value as at March 31, 2022 849.72 78.10 1.04 8.20 23.19 960.25
* Plant and Machinery includes Computers & Software Tools, Servers & Networks and Electrical Installations.

Note 4 : Intangible Assets
The changes in the carrying value of intangible assets for The changes in the carrying value of intangible assets for
the year ended March 31, 2023 are as follows: the year ended March 31, 2022 are as follows:
Rs.in Lakhs Rs.in Lakhs
Intangible Intangible
Particulars Particulars
Asset Asset
Gross Carrying value as at April 01, 2022 1,932.86 Gross Carrying value as at April 01, 2021 1,932.86
Additions - Additions -
Deletions - Deletions -
Gross Carrying value as at March 31, 2023 1,932.86 Gross Carrying value as at March 31, 2022 1,932.86
Accumulated Amortisation as at (967.70) Accumulated Amortisation as at (754.64)

April 01, 2022 April 01, 2021
Amortisation for the year (Note No.2(xi)) (174.45) Amortisation for the year (Note No.2(xi)) (213.06)
Accumulated Amortisation on deletions - Accumulated Amortisation on deletions -

Accumulated Amortisation as at Accumulated Amortisation as at
(1,142.15) (967.70)
March 31, 2023 March 31, 2022
Net Carrying Value as at March 31, 2023 790.71 Net Carrying Value as at March 31, 2022 965.16
ASSETS
1. NON CURRENT ASSETS Rs. in Lakhs unless otherwise stated
Particulars Mar 31, 2023 Mar 31, 2022
Financial Assets
Note 5 (i) : Loans
(a) Unsecured, considered good
(i) OTL Employees Group Gratuity Trust 0.11 0.11
Total 0.11 0.11
Note 5 (ii) : Other Financial Assets

(a) Rental Deposits 14.71 22.01
(b) Security Deposits 0.26 0.26
(c) Fixed Deposits with TMB and OBC (Under Lien) 1.19 14.34
Total 16.16 36.61
Note 6 : Income Tax Asset

(a) Income tax asset at the beginning of the year 21.66 17.92
Add : Income tax asset on OCI for the year 8.25 3.74
Total 29.91 21.66
Note 7 : Other Non-current Asset

(a) Prepaid Gratuity 26.44 20.02
Total 26.44 20.02

2. CURRENT ASSETS Rs. in Lakhs unless otherwise stated
Financial Assets
Note 8: (i) Trade receivables
(a) Secured, considered good - -
(b) Unsecured, considered good 631.40 561.64
Total 631.40 561.64
Trade Receivables as at 31st March 2023
Outstanding for following periods from due date of payment
Particulars Total
< 6 Months 6 Months - 1 - 2 Years 2 - 3 Years > 3 Years
1 Year
(i) Undisputed Trade
Receivables - 617.50 12.13 1.77 - - 631.40
Considered good
(ii) Undisputed Trade Receivables - which have significant increase in credit risk -
(iii) Undisputed Trade Receivables - credit impaired -

(iv) Disputed Trade Receivables - considered good -
(v) Disputed Trade Receivables - which have significant increase in credit risk -
(vi) Disputed Trade Receivables - credit impaired -
Note 8: (ii) Cash and cash equivalents

(a) Balances with banks
(i) In current accounts 35.91 21.13
(ii) In fixed deposit accounts* 1,067.00 1,000.69
(b) Cash on hand 1.42 1.57
(c) Fixed deposits with NBFCs* 1,273.93 779.18
* Having Maturity less than 12 months
Total 2,378.26 1,802.57

Note 8: (iii) Loans
(a) Unsecured, considered good
(i) Loans and advances to employees 2.91 1.28
Total 2.91 1.28
Note 8: (iv) Other Financial Assets
(a) Rental deposits 0.30 0.30
(b) Interest accrued but not due - on deposits with banks 9.58 5.78
(c) Interest accrued but not due - on deposits with NBFCs 43.65 34.17
Total 53.53 40.25

Note 9: Income Tax Assets
(a) TDS on receipts * 119.88 201.47
Total 119.88 201.47
* Refund for the AY 2023-24 is Rs.119.58 Lakh and the balance of Rs.0.30 Lakh is pertaining to the pending refunds for the AY 2020-21

Note 10: Other current assets

(a) Prepaid expenses 26.39 10.54
Total 26.39 10.54
EQUITY AND LIABILITIES

EQUITY Rs. in Lakhs unless otherwise stated
Note 11 : (i) Equity Share Capital

(a) Authorised Capital
2,46,00,000 Equity shares of Rs.10/- each 2,460.00 2,460.00
4,00,000 Preference Shares of Rs.10/- each (4%) 40.00 40.00
Total 2,500.00 2,500.00
(b) Issued, subscribed and fully paid up

(i) Balance at the beginning of the year 1,574.62 1,574.62
1,57,46,175 Equity shares of Rs.10/- each)
(ii) Changes in equity share capital during the year 3.26 -
Exercise of Stock option under ESOP 2019 (32,600 shares of
Rs.10/- each)
Total 1,577.88 1,574.62
The company has only one class of shares referred to as equity shares having a par value of Rs.10/-. Each holder
of equity shares is entitled to one vote per share.

Note 11 : (ii) Details of Shares held by shareholders holding more than 5% of the aggregate shares in the company
No.of Shares No.of Shares

Name of the shareholder
/ Percentage / Percentage
(a) B Robert Raja 72,79,955 72,79,955

46.14% 46.23%
Note 11 : (iii) Shares held by promoters as at March 31, 2023
S.No. Promoter Name No.of Shares % of the total % of change

Shares during the year
1 B Robert Raja 72,79,955 46.14
2 B Antony Raja 5,03,000 3.19

The Percentage of
3 Arul Mary Raja 3,93,195 2.49 shareholding by promoters
was 55.47% in the PY and
4 Sisyphus R Raja 2,71,845 1.72 the reduction of 0.11% in the
current year is attributable
5 Isabelle Raja 2,71,613 1.72 to fresh issue of shares on
exercise of ESOP during the
6 P Vasanthi Beulah 15,944 0.10 year.
87,35,552 55.36

Note 12 : Other Equity

(a) Capital Reserves 1,182.23 1,182.23
(b) Securities Premium reserves 587.42 571.78
(c) Retained Earnings 1,465.21 1,028.60
(d) Employees Stock Options Outstanding 24.37 16.61
(e) Acturial gain/(loss) on employee defined benefit fund recognised in OCI (98.34) (65.57)

Total 3,160.89 2,733.65
LIABILITIES
1. NON-CURRENT LIABILITIES
Note 13: Deferred Tax liabilities
(a) Deferred tax liability at the beginning of the year 124.84 115.90
(b) Adjustment on restatement owing to change in rate of Income Tax (15.25) -
(c) Deferred Tax Liability on Fixed Assets 6.91 10.96
(d) Deferred Tax Liability on Amalgamation Exps 2.35 2.60
(e) Deferred Tax Liability / (Asset) on ESOP compensation expenses 4.18 (4.62)
(f) Deferred tax liability at the end of the year 123.03 124.84
Deferred tax for the year ended Mar 31, 2023 relates to origination and reversal of temporary differences on the
value of Fixed Assets and on the amortised expenses in connection with the amalgamation process incurred
during the previous years. As the current tax for the year has been computed under s.115BAA, the applicable rate
of incometax has been adopted for computation of deferred taxes and the effect of restatement of the opening
balance is stated above under 13(b). Deferred tax asset booked on ESOP compensation expenses in FY 2021-22 is
reversed now and the effect of reversal is reported under 13(e) above.
2. CURRENT LIABILITIES
Note 14: (i) (a) Trade payables
Dues to Micro and small enterprises *
(i) Amount due to vendors 3.04 2.87
(ii) Interest due and payable for the year - -
Total 3.04 2.87
* Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on
the basis of information provided by the vendors. None of the above dues is older than 30 days.
Note 14: (i) (b) Trade payables

Dues to others 9.80 11.26
Total 9.80 11.26
As at 31st March 2023
Outstanding for following periods from due date of payment
Particulars Total
< 1 Year 1 - 2 Years 2 - 3 Years > 3 Years
(i) MSME 3.04 - - - 3.04
(ii) Others 9.80 - - - 9.80
(iii) Disputed dues - MSME - - - - -
(iv) Disputed dues - Others - - - - -
Note 15: Other current liabilities

(a) Statutory remittances 98.16 73.55
(b) Advance from Customers 0.27 0.11
(c) Unearned Revenue* 35.77 100.02
(d) Dues to Employees 0.51 0.64
Total 134.71 174.32
* Portion of the product maintenance revenue billed but recognizable over the contract period that
falls beyond the FY 2022-23
I. INCOME
Note 16: Revenue from operations

(a) Income from software products 759.39 950.42
(b) Income from software services 1,659.91 1,316.44
(c) Income from resale activities - 0.60
Total 2,419.30 2,267.46
Note 17: Other Income

(a) Interest income
(i) Interest on bank deposits 36.11 26.93
(ii) Interest on deposits with NBFCs (HDFC and TNPFC) 86.34 60.58
(iii) Interest on income tax refund 27.26 0.81
(iv) Interest on other deposits 10.42 -
(b) Net gain on investments with Liquid funds (BSL-FRF Short Term) 1.18 0.48
(c) Net gain on foreign exchange fluctuation 2.38 0.01
(d) Net gain on sale of assets 13.21 0.03
(e) Miscellaneous Income 1.92 -
Total 178.82 88.84
II EXPENSES
Note 18: Purchase of Stock-in trade

(a) Purchase of hardware for sale - 0.54
Total - 0.54
Note 19: Employee benefits expense

(a) Salaries and Bonus 1,434.65 1,141.95
(b) Contributions to provident and other funds 60.33 39.87
(c) ESOP Compensation expenses 21.77 16.61
(d) Staff welfare expenses 10.94 6.85
Total 1,527.69 1,205.28

Note 20: Other expenses

(a) Power and fuel 15.44 11.47
(b) Rent 30.69 30.25
(c) Repairs and maintenance 36.04 27.85
(d) Payments to Auditors
(i) For Statutory Audit 2.00 1.00
(ii) For Taxation Matters 0.50 0.25
(iii) For certification 0.16 0.16
(e) Travel and conveyance 17.02 4.83
(f) Secretarial and legal expenses 8.88 8.27
(g) Sitting Fees 4.90 4.90
(h) Professional Fees 7.69 9.83
(i) Insurance 16.35 15.71
(j) Bad Debts 1.23 9.43
(k) Communication expenses 8.27 8.58
(l) Co-location and cloud rental charges 25.47 27.59
(m) Sales Promotion 23.43 13.80
(n) CSR Expenses 6.37 -
(o) Miscellaneous operating expenses 24.76 22.93
Total
229.20 196.85
Note 21: Disclosure on Earnings per share (Ind AS 33)

Net Profit as per P & L Statement 436.61 459.72
Weighted average shares for computing basic EPS 157.60 157.46
Weighted average shares for computing diluted EPS 159.40 158.82
Basic earnings per share (₹) 2.77 2.92
Diluted earnings per share (₹) 2.74 2.89
Diluted EPS amounts are calculated by dividing the profit attributable to equity shareholders by the
weighted average number of equity shares outstanding during the year plus the weighted average number
of equity shares that would be issued on exercise of the outstanding stock options.
Note 22: Disclosure per Para 45 of Ind AS 102: Share - based payment
(ESOP - 2019) for the year ended 31st March 2023
(a) Description of the Arrangement :
(i) FMV of the option (VWAP of the stock on grant date 11th August 2021) 57.97 per share
(ii) Grant Price (Exercise price) 15.00 per share
(iii) Discount / Intrinsic value(57.97-15.00) 42.97 per share
(iv) Grant date 11th August 2021
(v) Mehod of settlement Equity settled

(vi) Vesting period / Vesting requirements 4 years / vesting

sequentially at
30%+30%+ 20%+20%
on completion of every
year from the grant date
provided the employee
remains in service on the
vesting date
(b) No.of Options with Exercise price uniformly at Rs.15/- :

(i) Options outstanding as at 1st April 2022 2,45,000 options
(ii) Options granted during the year Nil
(iii) Options forfeited during the year 32,000 options
(iv) Options exercised during the year 32,600 options
(v) Options expired during the year -
(vi) Options outstanding at the end of the year 180,400 options
(vii) Options exercisable at the end of the year 31,300 options
(c) WAP of the shares on date of exercise (29/10/2022) Rs.58.77
(d) Range of remaining contractual life :
Outstanding Options exercise price Contractual Life Cash receivable upon exercise
(in Rs.)
31300 Rs.15/- 01/04/2023 to 10/08/2023 Rs.4,69,500/-
63900 Rs.15/- 11/08/2023 to 10/08/2024 Rs.9,58,500/-
42600 Rs.15/- 11/08/2024 to 10/08/2025 Rs.6,39,000/-

42600 Rs.15/- 11/08/2025 to 10/08/2026 Rs.6,39,000/-
Additional Information :
(i) Rate of forfeiture on account of resignation (ROF) 15% per annum
(ii) ESOP Compensation expenses for the year Rs.21,77,314/-

Note 23 (a) : Employee Benefits
Contribution to Defined Contribution Plans, recognised as an expense for the year is as under:
Employer’s Contribution to Provident Fund 4.42 3.59
Employer’s Contribution to Employee State Insurance - 0.16
Employer’s Contribution to National Pension Scheme 37.41 19.25
Total 41.84 23.00


Note 23 (b) : Disclosure Report as per Ind AS 19

Type of Plan - Gratuity
Period of Disclosure - 01/04/2022 to 31/03/2023
I. PRINCIPAL ACTUARIAL ASSUMPTIONS
[Expressed as weighted averages]
7.25% 7.37%
Discount Rate
5.00% 5.00%
Rate of increase in compensation levels
3.00% 3.00%
Attrition Rate
7.25% 7.37%
Expected rate of return on Plan Assets
II. CHANGES IN THE PRESENT VALUE OF THE OBLIGATION (PVO)

PVO as at the beginning of the period 253.38 225.03
Interest Cost 18.33 14.91
Current service cost 22.14 19.03
Past service cost - -
Benefits paid and Charges deducted (9.36) (22.32)
Actuarial loss/(gain) on obligation (balancing figure) 38.54 16.73
PVO as at the end of the period 323.03 253.38
III. CHANGES IN THE FAIR VALUE OF PLAN ASSETS -

RECONCILIATION OF OPENING AND CLOSING BALANCES
Fair value of plan assets as at the beginning of the period 273.40 236.17
Expected return on plan assets 22.22 17.18
Contributions 65.68 42.87
Benefits paid and Charges deducted (9.36) (22.32)
Actuarial gain/(loss) on plan assets [balancing figure] (2.48) (0.50)
Fair value of plan assets as at the end of the period 349.46 273.40
IV. ACTUAL RETURN ON PLAN ASSETS

Expected return on plan assets 22.22 17.18
Actuarial gain (loss) on plan assets (2.48) (0.50)
Actual return on plan assets 19.74 16.68
V. ACTUARIAL GAINS AND LOSSES RECOGNIZED

Actuarial gain (loss) for year - obligation (38.54) (16.73)
Actuarial gain (loss) for year - plan assets (2.48) (0.50)
Subtotal (41.02) (17.23)
Actuarial (gain) / loss recognized 41.02 17.23
Unrecognized actuarial gains (losses) at the end of the period - -

VI. AMOUNTS RECOGNISED IN THE BALANCE SHEET AND

RELATED ANALYSES
Present value of the obligation 323.03 253.38
Fair value of plan assets 349.46 273.40
Amount determined under para 63 of Ind AS19 (26.44) (20.02)
Net Defined Benefit Liability recognized in the balance sheet - -
Present value of future reduction in contribution under para 65 of Ind AS 19 26.44 20.02
Net Defined Benefit Asset recognised under para 64 of Ind AS19 26.44 20.02
VII. EXPENSES RECOGNISED IN THE STATEMENT OF PROFIT AND LOSS

Current service cost 22.14 19.03
Net Interest on Net Defined Benefit Obligations (3.90) (2.27)
Net actuarial (gain)/loss recognised during the period - -
Past service cost - -
Expenses recognized in the statement of profit and loss 18.24 16.76
VIII. AMOUNT RECOGNIZED FOR THE CURRENT PERIOD

IN THE STATEMENT OF OTHER COMPREHENSIVE INCOME [OCI]
Actuarial (gain)/loss on Plan Obligations 38.54 16.73
Difference between Actual Return and Interest Income on Plan Assets- (gain) / loss 2.48 0.50
Effect of Balance Sheet asset limit - -
Amount recognized in OCI for the current period 41.02 17.23

IX. MOVEMENTS IN THE LIABILITY RECOGNIZED IN THE

BALANCE SHEET
Opening net liability adjusted for effect of balance sheet limit (20.02) (11.14)
Amount recognised in Profit and Loss 18.24 16.76
Amount recognised in OCI 41.02 17.23
Contribution paid (65.68) (42.87)
Closing net liability (26.44) (20.02)
X. AMOUNT FOR THE CURRENT PERIOD

Present Value of obligation 323.03 253.38
Plan Assets 349.46 273.40
Surplus (Deficit) 26.44 20.02
Experience adjustments on plan liabilities -(loss)/gain (35.25) (26.36)
Impact of Change in Assumptions on Plan Liabilities-(loss)/gain (3.29) 9.64
Experience adjustments on plan assets -(loss)/gain (2.48) (0.50)

XI. MAJOR CATEGORIES OF PLAN ASSETS (AS PERCENTAGE

OF TOTAL PLAN ASSETS)
Government of India Securities 0.00% 0.00%
State Government Securities 0.00% 0.00%
High Quality Corporate Bonds 0.00% 0.00%
Equity shares of listed companies 0.00% 0.00%
Property 0.00% 0.00%
Special Deposit Scheme 0.00% 0.00%
Funds managed by Insurer 100.00% 100.00%
Others (to specify) 0.00% 0.00%
Total 100.00% 100.00%
XII. ENTERPRISE’S BEST ESTIMATE OF CONTRIBUTION DURING NEXT YEAR NA NA

1.0 The following table sets out the additional disclosures required under IND AS 19
1.1 Date of valuation 31/03/2023 31/03/2022
1.2 Average Duration of Defined Benefit Obligations 9.40 10.10
1.3 Sensitivity Analyses
A. Discount Rate + 50 BP 7.75% 7.87%
Defined Benefit Obligation [PVO] 309.76 242.19
Current Service Cost 24.25 20.73
B. Discount Rate - 50 BP 6.75% 6.87%
C. Salary Escalation Rate + 50 BP 5.50% 5.50%
D. Salary Escalation Rate - 50 BP 4.50% 4.50%
E. Attrition Rate + 50 BP 3.50% 3.50%
F. Attrition Rate - 50 BP 2.50% 2.50%
1.4 Expected Contributions in Following Years [ mid - year cash flows ]

Year 1 NA NA
Year 2 NA NA
Year 3 NA NA
Year 4 NA NA
Year 5 NA NA
Next 5 Years NA NA

1.5 Expected Benefit Payments in Following Years [ mid - year cash flows ]
Year 1 10.27 8.01
Year 2 97.25 8.72
Year 3 15.57 72.36
Year 4 10.16 13.48
Year 5 10.64 8.70
Next 5 Years 161.03 142.49
Note 24: Related party disclosure (Ind AS 24)

(i) Key Management Personnel
Mr.B Robert Raja, Chairman and Managing Director
Mr.B Antony Raja, Whole-time Director and CFO
Ms.B Purnima, Company Secretary
(ii) Relatives of Directors

Mr.Sisyphus Raja, Vice President - Information Security
No transactions with the KMPs or their relatives other than the remuneration

Note 25: Payments to Key Management Personnel (Ind AS 24)

(i) Short-term Payments
(a) Remuneration to Key Management Personnel
(i) B Robert Raja 72.00 48.00
(ii) B Antony Raja 50.00 42.00
The above remuneration includes employer contribution to NPS
(iii) B Purnima (Includes NPS) 10.18 7.98
(a) Remuneration to Relatives of Directors
(i) Sisyphus Raja (Includes NPS) 37.86 22.08

(ii) Terminal Benefits - Gratuity
(i) B Robert Raja 3.77 3.05
(ii) B Antony Raja 2.83 2.73
(iii) B Purnima 0.42 0.02
(iv) Sisyphus Raja 2.14 0.54
(iii) Share based Payments

(i) B Purnima - Perquisite value of the options exercised 0.26 -
Out of 2000 stock options granted to Ms.Purnima, 600 options were

exercised during the year and the balance 1400 options are outstanding

as at 31/03/2023.

Note 26: Impairment of Assets(Ind AS 36)

- -
(i) Impairment Losses recognised in Profit or Loss
- -
(ii) Reversal of Impairment Losses recognised in Profit or Loss
- -
(iii) Impairment losses on revalued assets recognised in OCI
- -
(iv) Reversal of impairment losses on revalued assets recognised in OCI

Note 27: Disclosure on Provisions, Contingent Liabilities & Assets (Ind AS 37)
There is no Provisions, Contingent Liabilities and Contingent Assets recognised or reversed during the year.
Note 28: Disclosure on Accounting for Intangible Assets (Ind AS 38)

Gross amount at the beginning of the year 1,932.86 1,932.86
Additions during the year - -
Gross amount at the end of the year 1,932.86 1,932.86
Gross Amortisation at the beginning of the year (967.70) (754.64)
Amortization during the year (174.45) (213.06)
Gross Amortisation at the end of the year (1,142.15) (967.70)
Net amount at the beginning of the year 965.16 1,178.22
Net amount at the end of the year 790.71 965.16
Note 29: Expenditure on Scientific research and Development

(a) Revenue Expenditure 694.64 553.81
(b) Capital Expenditure 34.73 40.91
Total 729.37 594.72
Note 30: Earnings in Foreign Currency

(a) Export Income 50.64 2.63
Total 50.64 2.63
Note 31: Expenditure in Foreign Currency

(a) Travel abroad 1.87 0.84
(b) Web Maintenance 0.62 0.91
Total 2.49 1.75
Note 32: Ratios
I. Ratios for the years ended March 31, 2023 and March 31, 2022 are as follows:
Particulars Numerator Denominator FY 2022-23 FY 2021-22 % of Variance
(a) Current Ratio ( Times ) Current Assets Current 21.77 13.89 56.74
Liabilities
Average
(b) Return on Equity Ratio ( % ) Net Profit after Shareholder’s
9.65 11.28 (14.40)
Tax Equity
(c) Trade Receivables turnover ratio Net Credit Average Trade

( Times ) Sales Receivables 4.06 4.06 (0.03)

Particulars Numerator Denominator FY 2022-23 FY 2021-22 % of Variance
(d) Trade payables turnover ratio Net Credit Average Trade

( Times ) Purchases Payables 17.00 15.70 8.27
Net capital turnover ratio Working

(e) ( Times ) Net Sales Capital 0.79 0.93 (15.43)
(f) Net profit ratio ( % ) Net Profit Net Sales 18.05 20.27 (10.99)
Capital
(g) Return on capital employed ( % ) EBIT Employed 11.63 14.37 (19.11)
Company does not have any debts, inventories and investments during the year and hence the relevant ratios are not
applicable and not disclosed above.
The increase in current assets of the company during the year has resulted in significant improvements in current ratio.
Return on equity ratio, net capital turnover ratio, net profit ratio and the return on capital employed are marginally lower
than the previous year because of the increased operating expenses during the year.
II. Elements used in numerator and denominator in the above table are described as below :
Item Description Mar 31, 2023 Mar 31, 2022
(a) Current Assets 3,212.37 2,617.75

(b) Current Liabilities 147.55 188.45
(c) Shareholder’s Equity 4,738.77 4,308.27
(d) EBITDA 841.23 953.63
(e) Profit After Tax 436.61 459.72
(f) Average Shareholder’s Equity 4,523.52 4,076.85
(g) Net Credit Sales 2,419.30 2,267.46
(h) Average Trade Receivables 596.52 558.92
(i) Net Credit Purchases 229.20 197.38
(j) Average Trade Payables 13.48 12.57
(k) Working Capital (Current Assets - Current Liabilities) 3,064.82 2,429.30
(l) EBIT 565.22 637.14
(m) Capital Employed (Total Assets - Current Liabilities) 4,861.80 4,433.11
Note 33: Disclosure on Corporate Social Responsibility (CSR)
PARTICULARS FY 2022-23 FY 2021-22
(a) Amount required to be spent by the company during the year Rs.6,36,648/- -
(b) Amount of expenditure incurred Rs.6,36,648/- -
(c) Shortfall at the end of the year Nil -
(d) Total of previous years shortfall N.A -
(e) Reason for shortfall N.A -

PARTICULARS FY 2022-23 FY 2021-22
1) Promotion
of Education,
2) Maintaining quality
of soil, air and water,
(f) Nature of CSR activities 3) Promotion and -
development of
traditional arts and
handicrafts
(g) Details of related party transactions, e.g., contribution to a trust Nil -

controlled by the company in relation to CSR expenditure as per
relevant Accounting Standard
(h) Where a provision is made with respect to a liability incurred N.A -

by entering into a contractual obligation, the movements in the
provision during the year
Note 34: Disclosure under the ‘Micro Small and Medium Enterprises Development Act, 2006’
Disclosures relating to amount unpaid as at the year end as required under the MSMED Act,2006 has
been made to the extent of information received from the vendors regarding their status under the Act.
However, no interest has been paid / payable on such outstanding during the year since none of the
outstanding is older than 30 days
Note 35: Previous year’s figures

Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the
current year’s classification / disclosure.


M No : 230158
Place: Chennai
Date : 8th May 2023

63,Taylors Road, Kilpauk,
Chennai - 600010
Phone : +91 44 26450082, 26450083, 43084070, 43084080

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Board of Directors Statutory Auditors

Mr.B. Robert Raja M/s. Sekar & Co.

Registered Office Registrar & Share transfer agents

Annual Report 2022-23 1 Odyssey Technologies Limited

Annual Report 2022-23 2 Odyssey Technologies Limited

“RESOLVED THAT pursuant to the provisions of Sections

“RESOLVED FURTHER THAT the authority be and is

Annual Report 2022-23 3 Odyssey Technologies Limited

Annual Report 2022-23 4 Odyssey Technologies Limited

Annual Report 2022-23 5 Odyssey Technologies Limited

Annual Report 2022-23 6 Odyssey Technologies Limited

Important note: Members who are unable to retrieve User

Annual Report 2022-23 7 Odyssey Technologies Limited

e. The Scrutinizer shall, immediately after the conclusion

f. The results declared along with the Scrutinizer’s

Annual Report 2022-23 11 Odyssey Technologies Limited

Annual Report 2022-23 12 Odyssey Technologies Limited

E. Other terms & conditions:-

Annual Report 2022-23 13 Odyssey Technologies Limited

(2) Date or expected date of commencement of commercial production:

(3) In case of new companies, expected date of commencement of activities:

(4) Financial performance based on given indicators: (Rs.in lakhs)

Sl.No. Particulars FY 2022-23 FY 2021-22 FY 2020-21

1 Revenue from Operations (Net) 2419.30 2267.46 1659.07

2 Profit before Tax 565.22 637.14 235.49

3 Profit after Tax 436.61 459.72 193.14

4 Share Capital 1577.88 1574.62 1574.62

5 Net Profit as computed under Section 565.22 637.14 235.48

6 Rate of Dividend on Equity shares (%) NA NA NA

(5) Foreign investments or collaborations if any: NIL

II. Information about the appointee:

(1) Background details:

Annual Report 2022-23 14 Odyssey Technologies Limited

(2) Past remuneration: (Rs. in Lakhs per annum)

Sl.No. Particulars FY 2022-23 FY 2021-22 FY 2020-21

1 Remuneration paid to CMD 72.00 48.00 48.00

(3) Recognition or awards/ Job profile and his suitability:

(4) Remuneration proposed:

Annual Report 2022-23 15 Odyssey Technologies Limited

III. Other information:

(1) Reasons for losses or inadequate profits :

Annual Report 2022-23 16 Odyssey Technologies Limited

Annual Report 2022-23 17 Odyssey Technologies Limited

c. Encashment of unavailed leave at the end of the tenure,

E. Other terms & conditions :

Annual Report 2022-23 18 Odyssey Technologies Limited

(2) Date or expected date of commencement of commercial production:

(3) In case of new companies, expected date of commencement of activities:

(4) Financial performance based on given indicators :

Sl.No. Particulars FY 2022-23 FY 2021-22 FY 2020-21

1 Revenue from Operations (Net) 2419.30 2267.46 1659.07

2 Profit before Tax 565.22 637.14 235.49

3 Profit after Tax 436.61 459.72 193.14

4 Share Capital 1577.88 1574.62 1574.62

5 Net Profit as computed under Section 565.22 637.14 235.49

6 Rate of Dividend on Equity shares (%) NA NA NA

(5) Foreign investments or collaborations if any: NIL

II. Information about the appointee:

(1) Background details: