Odigma Consultancy Solutions Limited has announced a postal ballot notice dated February 20, 2026, seeking shareholder approval for critical corporate governance matters. The company has scheduled electronic voting to address two significant resolutions that will impact its leadership structure and business operations.

Key Resolutions for Shareholder Approval

The postal ballot encompasses two primary items requiring member consent through the e-voting process:

Managing Director Re-appointment Details

Mr. Mathew Jose, currently serving as Managing Director since May 29, 2023, is proposed for re-appointment for an additional three-year term. The resolution seeks approval for remuneration not exceeding Rs. 2.50 Crore per annum, including salary, commission, allowances, perquisites, and other benefits. His previous remuneration for FY 2024-25 was Rs. 45.00 Lakhs per annum.

Mr. Jose brings over 13 years of experience across electronics, lifestyle, telecommunications, hospitality, healthcare, and retail sectors. He holds an engineering degree and EGMP from the Indian Institute of Management, Bangalore (IIM-B). The Board considers his continued association beneficial for the company's strategic direction and stakeholder value creation.

Related Party Transaction Approval

Shareholders will vote on material related party transactions with AvenuesAI Limited, involving online advertisement services for promotion and brand visibility through digital platforms. The proposed transaction details include:

The relationship exists due to common directors, with AvenuesAI being a related party where common directors hold more than 2% of paid-up share capital. Previous transactions in FY 2024-25 included services taken worth Rs. 1,547.67 Lakhs and services given worth Rs. 41.70 Lakhs.

E-Voting Schedule and Process

The company has engaged National Securities Depository Limited (NSDL) to facilitate the e-voting process. Key dates for the postal ballot are:

SPANJ & Associates, Company Secretaries, have been appointed as scrutinizers to ensure fair and transparent conduct of the e-voting process. The voting facility will be available exclusively through electronic means, with no physical postal ballot forms being distributed.

Financial Performance Context

For FY 2024-25, the company reported revenue from operations of Rs. 4,733.89 Lakhs, profit after tax of Rs. 38.99 Lakhs, and earnings per share of Rs. 0.12. The company operates in the information technology sector, providing digital advertisement and associated services to clients.

Regulatory Compliance

The postal ballot notice complies with Section 110 of the Companies Act, 2013, and Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All material related party transactions require shareholder approval as they exceed the prescribed materiality thresholds under regulatory guidelines.

The results will be communicated to stock exchanges and published on the company's website at www.odigma.ooo , along with NSDL's e-voting platform. Members eligible to vote are those whose names appear in the register as of the cut-off date, with voting rights proportional to their shareholding in the company's paid-up equity share capital.

Odigma Consultancy Solutions Limited announced its unaudited financial results for the third quarter ended December 31, 2025, reporting revenue challenges amid temporary client budget deferrals. The digital marketing solutions provider posted a net loss of ₹143.97 lakh for Q3 FY26 compared to a net profit of ₹13.91 lakh in the corresponding quarter of the previous year.

Financial Performance Overview

The company's quarterly performance reflected the impact of external market conditions on client spending patterns:

For the nine months ended December 31, 2025, the company reported revenue of ₹2,869.72 lakh compared to ₹3,214.89 lakh in the corresponding period of the previous year, representing a decline of 10.73%. The nine-month net loss stood at ₹121.29 lakh against a profit of ₹29.79 lakh in the previous year.

Segment-wise Performance Analysis

The company operates through two primary business segments with varying performance levels:

The Digital Marketing segment showed revenue growth but reported losses due to increased operational expenses and strategic advance hiring. The Global Top Level Domain segment experienced a significant revenue decline of 71.93% compared to the previous year.

Strategic Developments and Corporate Actions

During the quarter, Odigma made several strategic moves despite financial headwinds. The company successfully onboarded two marquee clients, including a leading real estate group and a prominent electric automobile company. Multiple large client engagements are currently in advanced stages of discussion.

The Board of Directors approved key corporate decisions during their meeting on January 30, 2026:

Exceptional Items and Market Challenges

The company recorded exceptional items of ₹18.76 lakh related to the statutory impact of new Labour Codes implemented by the Government of India. This primarily consisted of incremental gratuity provisions arising from changes in wage definitions under the consolidated labour laws.

Management attributed the revenue decline to temporary deferrals in digital and social media marketing spends by retainer clients during the festive season. Several clients redirected budgets toward scaling delivery and supply chain capacity to meet elevated demand levels, impacting Odigma's revenue recognition.

Technology Innovation and Future Outlook

Despite near-term challenges, the company continued its focus on innovation by launching RealAIse, an AI-powered social media intelligence and marketing platform. This technology enables brands to analyze customer conversations, extract actionable insights, and improve engagement strategies.

The company undertook advance hiring as part of its long-term growth strategy to support anticipated large client onboarding and higher execution volumes. While this investment impacted short-term profitability, management expects it to position the company for efficient scaling as new client mandates commence.

With client budgets expected to normalize and new contract ramp-ups anticipated, the company remains optimistic about recovery and growth in the coming quarters.