Odyssey Corporation Limited's Board of Directors held a crucial meeting on April 17, 2026, approving multiple strategic resolutions that require shareholder approval through a postal ballot process. The meeting, conducted at the company's registered office from 11:30 AM to 12:30 PM, addressed significant corporate governance and operational matters in compliance with SEBI regulations.

Board Meeting Outcomes

The board approved seven key resolutions during the meeting, all subject to shareholder consent through the upcoming postal ballot process:

Director Appointments and Regularization

The postal ballot will seek approval for two significant director appointments that strengthen the company's leadership structure. Wilson Marshal John (DIN: 02044154) requires regularization as Executive Whole-Time Director for a five-year term from February 20, 2026, to February 19, 2031.

Wilson Marshal John brings over three decades of construction and infrastructure experience, having been engaged in the sector since 1995. Hemanshu Ramniklal Mehta (DIN: 00258580) seeks regularization as Non-Executive Non-Independent Director, having been appointed as Additional Director on February 20, 2026.

Corporate Governance Updates

The company is modernizing its constitutional documents to align with current regulatory requirements under the Companies Act, 2013. The existing Memorandum and Articles of Association, based on the Companies Act, 1956, will be replaced with new compliant documents.

Material Related Party Transactions

Shareholders will vote on significant related party transactions with V-Vanguard Developers Private Limited, representing 42.34% of consolidated annual turnover:

Financial Authorizations and Postal Ballot Process

The board seeks approval for loan, guarantee, and security provisions up to Rs. 50 crores under Section 185 of the Companies Act, 2013. The e-voting process will facilitate shareholder participation through National Securities Depository Limited (NSDL).

Shareholders can access the e-voting facility at www.evoting.nsdl.com using their demat account credentials or through the company's website at www.odysseycorp.in . The company has submitted the board meeting outcome to BSE Limited under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Odyssey corporation Limited has officially communicated to BSE Limited regarding its classification status under the Securities and Exchange Board of India's Large Corporate regulatory framework. The company has confirmed that it does not meet the criteria to be classified as a Large Corporate entity under the current regulatory guidelines.

Regulatory Framework Reference

The disclosure relates to SEBI Circular SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023, which addresses fund raising by issuance of debt securities by Large Entities and the associated disclosure and compliance requirements for such Large Companies. This circular establishes specific criteria and obligations for entities classified as Large Corporates in the Indian financial market.

Company's Official Position

In the formal communication dated April 10, 2026, Odyssey Corporation Limited clearly stated its position regarding the Large Corporate classification. The company emphasized that it does not fall under the category of "Large Corporates" as per the framework provided in the aforementioned SEBI circular.

Compliance Implications

The classification has direct implications for the company's regulatory obligations. Since Odyssey Corporation Limited does not qualify as a Large Corporate, it is not obligated to file disclosures as per the said circular. This exemption specifically relates to requirements concerning fund raising through debt securities issuance and associated compliance measures that apply exclusively to Large Corporate entities.

Official Authorization

The communication was officially authorized by Wilson Marshal John, Whole Time Director of Odyssey Corporation Limited, bearing Director Identification Number 02044154. The formal notification ensures proper compliance transparency and maintains accurate records with the stock exchange regarding the company's regulatory classification status.

This clarification provides stakeholders with clear understanding of the company's current position within SEBI's regulatory framework and confirms its compliance approach regarding Large Corporate criteria and associated disclosure requirements.