Odyssey Technologies Limited has announced a postal ballot notice dated February 11, 2026, seeking shareholder approval for the re-appointment of two executive directors through special resolutions. The information security software company is conducting the ballot exclusively through electronic voting mode, with the process managed by National Securities Depository Limited.

Director Re-appointments Proposed

The postal ballot covers two key executive positions requiring shareholder approval:

Both appointments are proposed for three-year terms and will make the directors liable to retire by rotation. The current tenures of both executives expire on March 31, 2026.

E-voting Process and Timeline

The company has engaged National Securities Depository Limited to provide remote e-voting facilities to all shareholders. The voting process follows a structured timeline:

Mr. A. Mohan Kumar of Mohan Kumar & Associates, Practicing Company Secretary (FCS 4347, COP No.19145), has been appointed as scrutinizer to conduct the postal ballot process in a fair and transparent manner.

Remuneration and Terms

The proposed remuneration packages for both directors reflect their experience and industry standards:

Chairman & Managing Director

Mr. B. Robert Raja, aged 71 years, will receive remuneration up to ₹5,37,500 per month (₹72,00,000 per annum) during his tenure. This represents the same compensation level as his previous term. His background includes over 35 years of involvement in computers and programming, with specialization in cryptography and information security.

Whole-time Director & CFO

Mr. B. Antony Raja, aged 67 years, will receive remuneration up to ₹4,16,270 per month (₹56,00,000 per annum), representing an increase from his previous compensation of ₹50,00,000 per annum. He brings over three decades of experience in finance, administration, and human resources management.

Company Performance Context

The re-appointments come against the backdrop of steady financial performance:

The company has demonstrated consistent revenue growth and maintained profitability across the three-year period, with FY 2024-25 showing revenue growth of 3.51% compared to the previous year.

Regulatory Compliance and Approvals

Both re-appointments require special resolution approval due to regulatory requirements. The aggregate remuneration payable to executive directors who are promoters exceeds 5% of net profits, necessitating special resolution approval under SEBI Listing Regulations. Additionally, prior approval from the audit committee was obtained at the 99th Audit Committee meeting held on February 11, 2026.

The postal ballot notice has been distributed electronically to shareholders whose email addresses are registered with the company or depositories as of the cut-off date. The notice is also available on the company's website and will be communicated to BSE Limited and the depositories upon completion of the voting process.

Odyssey Technologies Limited has announced its unaudited standalone financial results for the quarter and nine months ended December 31, 2025. The Chennai-based software company reported revenue from operations of ₹686.75 lakhs for the third quarter of FY26, with a net profit of ₹91.14 lakhs for the period.

Quarterly Financial Performance

The company's Q3 FY26 performance showed revenue from operations of ₹686.75 lakhs compared to ₹676.15 lakhs in the previous quarter and ₹724.90 lakhs in the corresponding quarter of the previous year. Total income for the quarter, including other income of ₹65.98 lakhs, reached ₹752.73 lakhs.

Nine-Month Performance Analysis

For the nine months ended December 31, 2025, Odyssey Technologies recorded revenue from operations of ₹1,964.11 lakhs compared to ₹1,981.17 lakhs in the corresponding period of the previous year. The company achieved a net profit of ₹230.88 lakhs for the nine-month period, compared to ₹262.63 lakhs in the same period last year.

Expense Structure and Profitability

The company's total expenses for Q3 FY26 stood at ₹625.80 lakhs, with employee benefits expense being the largest component at ₹502.85 lakhs. Other significant expenses included depreciation and amortisation of ₹44.26 lakhs and other expenses of ₹78.69 lakhs. The profit before tax for the quarter was ₹126.93 lakhs, with tax expenses totaling ₹35.79 lakhs.

Earnings Per Share and Capital Structure

The company reported earnings per share of ₹0.57 for Q3 FY26 and ₹1.45 for the nine-month period. The paid-up equity share capital remained at ₹1,590.49 lakhs with a face value of ₹10 per share. Total comprehensive income for the quarter was ₹94.26 lakhs, which included other comprehensive income of ₹3.12 lakhs from remeasurement of defined employee benefit plans.

Corporate Governance and Compliance

The financial results were subjected to limited review by statutory auditors M/s. Sekar & Co., Chartered Accountants. The results have been prepared in accordance with Indian Accounting Standards (Ind-AS) and were reviewed by the audit committee before being approved by the Board of Directors on February 11, 2026. The company operates in the software product license and related services business, constituting a single reportable segment under Ind-AS 108.