Odyssey Technologies - AR - 2021

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 “Montieth Court”,
Whole-time Director & CFO 64,Montieth Road,
Egmore,Chennai- 600 008
Mr.G.Rajasekaran
Independent, Non-Executive Director Secretarial Auditor
Mr.Kurilla Srinivas Rao M/s.B.Ravi & Associates

Independent, Non-Executive Director Practising Company Secretaries
“Guru Nilayam”,42,(Old No.16),
Dr.Rani Radhakrishnan Rathinam Street,Gopalapuram,
Independent, Non-Executive Director Chennai- 600 086
Mr. Ravi Srinivasan Bankers

Additional Director HDFC Bank
(Non-Executive, Non- Independent) Tamilnad Mercantile Bank
Axis Bank
Company Secretary Punjab National Bank
Ms.B.Purnima
Registrar & Share transfer agents
Registered Office
M/s. Cameo Corporate Services Limited
5th Floor, Dowlath Towers, “Subramanian Building”
63, Taylors Road,
Kilpauk, Chennai-600 010 1, Club House Road
Phone : 91 44 2645 0082/83/13/14 Chennai - 600002
Email : [email protected] Phone : 91 44 28460390
URL : http://www.odysseytec.com Email : [email protected]
[email protected]
Index Page
Notice 2
Instructions for e-voting 4
Board’s Report & Annexures 10
Management Discussion and Analysis Report 20
Corporate Governance Report and 22

Shareholder Information
Auditors’ Report & Annexures 34
Balance Sheet 40
Statement of Profit and Loss 41
Statement of Cash Flows 42
Statement of Changes in Equity 43
Notes to Financial Statements 44
ANNUAL REPORT 2020-21 1 ODYSSEY TECHNOLOGIES LIMITED

NOTICE
NOTICE is hereby given that the Thirty First Annual General Association of the Company and Regulation 19(4) read with
Meeting of the shareholders of Odyssey Technologies Part D of Schedule II of Securities Exchange Board of India
Limited will be held on Wednesday, the 22nd day of September (Listing Obligations and Disclosure Requirements)
2021 at 3.00 p.m. through Video Conferencing (“VC”) / Other Regulations, 2015 and other applicable laws, Mr. Ravi
Audio Visual Means (“OAVM”) to transact the following Srinivasan (DIN:07193935), who was appointed as
business. The venue of the AGM shall be deemed to be the Additional Director of the Company with effect from
Registered Office of the Company at 5th Floor, Dowlath 11th August, 2021 by the Board of Directors pursuant to
Towers, 63, Taylors Road, Kilpauk, Chennai-600010. Section 161 of the Act and as recommended by the
Nomination and Remuneration Committee and who holds
ORDINARY BUSINESS office up to the date of this Annual General Meeting and who
is eligible for appointment and has consented to act as a
Item No.1-Adoption of Financial Statements Director of the Company and in respect of whom the
Company has received a notice in writing from a Member
To receive, consider, approve and adopt the Audited under Section 160 of the Act proposing Mr.Ravi Srinivasan’s
Financial Statements of the Company for the year ended candidature for the office of Director of the Company, be and
March 31, 2021, which comprise the Audited Balance Sheet is hereby appointed as a Director of the Company, liable to
as at March 31, 2021, the Statement of Profit and Loss retire by rotation.”
(including the statement of other comprehensive income),
Statement of Changes in Equity and Statement of Cash “RESOLVED FURTHER THAT Mr.B.Antony Raja,
Flows for the year then ended, notes to the financial Whole-time Director & CFO and Ms.B.Purnima, Company
statements, including a summary of significant accounting Secretary of the Company be and are hereby severally
policies and other explanatory information for the year ended authorized to do all such acts , deeds, matters and things and
March 31, 2021 and the reports of the Board of Directors and execute all such documents, instruments and writings as may
Auditors thereon and in this regard, pass the following be necessary or desirable and expedient to give effect to the
resolution as Ordinary Resolution : aforesaid resolution.”
“RESOLVED THAT the Audited Financial Statements of the

Company for the year ended March 31, 2021, which comprise
the Audited Balance Sheet as at March 31, 2021, the
Statement of Profit and Loss (including the statement of other
comprehensive income), Statement of Changes in Equity By order of the Board of Directors
For Odyssey Technologies Limited
and Statement of Cash Flows for the year then ended, notes
to the financial statements, including a summary of significant
accounting policies and other explanatory information for the Registered Office:
year ended March 31, 2021 and the reports of the Board of 5th Floor, Dowlath Towers,
Directors and Auditors thereon be and are hereby received, 63, Taylors Road,
considered, approved and adopted”. Kilpauk, B.Purnima
Chennai-600 010 Company Secretary
Item No.2-To appoint a Director in place of Mr. B. Robert Date : August 11, 2021 Membership No.: ACS 30500
Raja (DIN : 00754202), who retires by rotation and being
eligible offers himself for re-appointment.
“RESOLVED THAT pursuant to the provisions of Section

152 of the Companies Act, 2013 and Articles of Association of
the Company, Mr. B. Robert Raja [DIN : 00754202], who
retires by rotation and being eligible has offered himself for
re-appointment, be and is hereby re-appointed as a Director
of the Company, liable to retire by rotation .”
SPECIAL BUSINESS
Item No.3- Appointment of Mr.Ravi Srinivasan

(DIN:07193935) as a Director, liable to retire by rotation.
To consider and if thought fit, to pass the following Resolution

as Ordinary Resolution:
"RESOLVED THAT pursuant to the provisions of Section

149, 152, 160 and all other applicable provisions of the
Companies act, 2013 (“the Act”) and the Companies
(Appointment and Qualification of Directors) Rules, 2014
(including any statutory modification(s) or re-enactment
thereof for the time being in force), Article 87 of the Articles of

Notes:
1. In view of the continuing Covid-19 pandemic, the Ministry reckoning the quorum under Section 103 of the Act.
of Corporate Affairs (“MCA”) has vide its General Circular
No. 14/2020 dated April 08, 2020, General Circular No. 6. The Shareholders, seeking any information with regard to
17/2020 dated April 13, 2020, General Circular No. the accounts or any matter to be placed at the AGM, are
20/2020 dated May 05, 2020 read with General Circular requested to write to the Company on or before
No. 02/2021 dated January 13, 2021 (collectively referred 1 5 t h S e p t e m b e r, 2 0 2 1 , t h r o u g h E m a i l t o
to as “MCA Circulars”) and Securities Exchange Board of [email protected]. The same will be replied
I n d i a v i d e i t s C i r c u l a r N o s . by/on behalf of the Company suitably.
SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020
and SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 7. The Register of Directors and Key Managerial Personnel
15, 2021 (collectively referred to as “SEBI Circulars”) have and their shareholding, maintained under Section 170 of
permitted to hold the Annual General Meeting (“AGM”) the Companies Act, 2013 and Register of Contracts or
through Video Conferencing (VC) / Other Audio-Visual Arrangements in which the Directors are interested,
Means (OAVM), without the physical presence of the maintained under Section 189 of the Companies Act, 2013
Members at a common venue. In compliance with the will be available electronically for inspection by the
provisions of the Companies Act, 2013 (“Act”), SEBI members during the Annual General Meeting. Other
(Listing Obligations and Disclosure Requirements) documents referred to in the notice, if any, will be available
Regulations, 2015 (“SEBI LODR”), SEBI Circulars and for electronic inspection. The members seeking to inspect
MCA Circulars, the AGM of the Company is being held such documents can send e-mail to
through VC / OAVM. [email protected].
2. Explanatory Statement pursuant to Section 102 of the Act 8. The Register of Members and the Share Transfer Books of
with respect to the Special Business set out in the Notice is the company shall remain closed from Monday,
annexed hereto. 20th September, 2021 to Wednesday, 22nd September,
2021 (both days inclusive) for the Annual General Meeting.
3. Pursuant to the provisions of the Act, a Member entitled to
attend and vote at the AGM is entitled to appoint a proxy to 9. Members are requested to quote their Registered Folio
attend and vote on his/her behalf and the proxy need not be Number or Demat Account Number & Depository
a Member of the Company. However, since this AGM is Participant (DP) ID Number on all correspondences with
being held through VC/OAVM in line with the MCA the Company. Members holding shares in dematerialized
circulars, physical attendance of Shareholders has been mode are requested to intimate all changes pertaining to
dispensed. Accordingly, THE FACILITY TO APPOINT A their bank details, mandate, nomination, power of attorney,
PROXY TO ATTEND AND CAST VOTE FOR THE change of address, etc., to their respective Depository
SHAREHOLDER IS NOT MADE AVAILABLE FOR THIS Participant (DP).Members holding shares in physical
AGM and hence the Proxy Form and Attendance Slip are mode are requested to intimate the same to Registrar &
not annexed to this Notice. Share Transfer Agents of the Company (RTA) M/s. Cameo
Corporate Services Limited, “Subramanian
However, in terms of the provisions of Section 112 and 113 Building”,No.1, Club House Road,Chennai-600 002.
of the Act read with MCA Circulars, Corporate
Shareholders are entitled to appoint their authorised 10.The Company is concerned about the environment and
representatives to attend the AGM through VC/OAVM on utilizes natural resources in a sustainable way. Members
their behalf and participate thereat, including cast votes by who have not registered their e-mail addresses so far or
electronic means (details of which are provided separately, who would like to update their email addresses already
hereinbelow). Such Corporate Shareholders are registered, are requested to register/ update their email
requested to send a certified copy of the Board Resolution address with their DP (in respect of shareholders who hold
authorizing their representatives to attend and vote at the shares in dematerialized form) and with RTA (for those who
Annual General Meeting through VC/OAVM. hold shares in physical form) to enable us to send you the
communications via email.
4. The facility for Shareholders to join the AGM in the
VC/OAVM mode will be kept open to join 15 minutes before 11.In line with aforesaid MCA Circulars and SEBI Circulars,
and 15 minutes after the scheduled time of the the Annual Report including Notice of the 31st AGM of the
commencement of the Meeting. The Shareholders can join Company inter alia indicating the process and manner of
the AGM by following the procedure mentioned herein e-voting is being sent only by Email, to all the Shareholders
below in the Notice. The facility of participation at the AGM whose Email IDs are registered with the
through VC/OAVM will be made available to atleast 1000 Company/Depository Participant(s) for communication
Shareholders on ‘first come first serve’ basis. This will not purposes to the Shareholders and to all other persons so
include large Shareholders (i.e. Shareholders holding 2% entitled.
or more), Promoters, Directors, Key Managerial
Personnel, the Chairperson(s) of the Audit Committee, Members may also note that the Notice of the Thirty first
Nomination and Remuneration Committee and AGM and the Annual Report 2020-21 will also be available
Stakeholders Relationship Committee, Auditors etc. who on the Company’s website www.odysseytec.com and
are allowed to attend the AGM without restriction on website of the Stock Exchange, BSE Ltd., at
account of ‘first come first serve’ basis. www.bseindia.com. The Notice of the AGM shall also be
available on the website of NSDL at
5. The attendance of the Shareholders attending the AGM www.evoting.nsdl.com.
through VC/OAVM will be counted for the purpose of

12.Pursuant to Section 72 of the Companies Act, 2013, The e-voting facility is available at the link:
shareholders are entitled to make nomination in respect of www.evoting.nsdl.com
shares held by them. Shareholders desirous of making
nominations are requested to submit their requests in The e-voting facility will be available during the following
Form SH-13.The said Form can be downloaded from the voting period:
web site of the company www.odysseytec.com [under
“Investors” section]. Shareholders holding shares in Commencement of e-voting End of e-voting
physical form and electronic form may submit the same to
the RTA, M/s. Cameo Corporate Services Limited and to 19th September 2021, 21st September 2021,
their respective depository participant respectively. Sunday, at 9:00 A.M. Tuesday, at 5:00 P.M.
(IST) (IST)
13. Additional information pursuant to Regulations 26 (4) and
36 (3) of SEBI (Listing Obligations and Disclosure During this period, shareholders of the Company, holding
Requirements) Regulations, 2015 and SS-2 issued by shares either in physical form or in dematerialized form, as on
ICSI in respect of the Directors seeking appointment / the cut-off date of 15th September 2021 may cast their vote
re-appointment at the Annual General Meeting under Item electronically. The e-voting module shall be disabled by
No.’s 2 and 3 of this Notice are furnished in detail under NSDL thereafter. A person who is not a member of the
clause 2 (c) of the Corporate Governance Report. The Company as on cut off date should treat the Notice for
Directors have furnished the requisite consents/ information purpose only.
declarations for their reappointment/appointment.
Only those Shareholders, who will be present at the AGM
14.The Securities and Exchange Board of India (SEBI) has through VC/OAVM facility and who had not cast their vote by
mandated the submission of Permanent Account Number remote e-voting prior to the AGM and are otherwise not
(PAN) by every participant in securities market. Members barred from doing so, shall be eligible to vote through e-voting
holding shares in electronic form are, therefore, requested system during the AGM. In the case of joint holders, the
to submit the PAN to their Depository Participants with member whose name appears as the first holder in the order
whom they are maintaining their demat accounts. of names as per the Register of Members of the Company
Members holding shares in physical form can submit their shall be entitled to vote through remote e-voting or voting
PAN and Bank details to the RTA. during the AGM.
15.As per Regulation 40 of SEBI (Listing Obligations and The members desiring to vote through electronic mode may
Disclosure Requirements) Regulations, 2015, as refer to the detailed procedure on e-voting given hereinafter.
amended, securities of listed companies can be
transferred only in dematerialized form with effect from Shareholders who have already voted prior to the meeting
April 1,2019 except in case of request received for date would not be entitled to vote during the AGM.
transmission or transposition of securities. In view of this,
in order to eliminate all risks associated with physical NSDL e-voting System- For Remote e-voting and
shares and for ease of portfolio management, members e-voting during the AGM
holding shares in physical form are requested to consider
converting their holdings to dematerialized form. Members How do I vote electronically using NSDL e-Voting system?
can contact the Company’s Registrar and Share Transfer
Agents, Cameo Corporate Services Ltd. for assistance in The way to vote electronically on NSDL e-Voting system
this regard. consists of “Two Steps” which are mentioned below:
16. Instructions for e-voting: Step 1: Access to NSDL e-Voting system
Pursuant to Section 108 of the Companies Act, 2013, read A) Login method for e-Voting and joining virtual meeting
with Rule 20 of the Companies (Management and for Individual shareholders holding securities in demat
Administration) Rules, 2014, as may be amended from mode
time to time and Regulation 44 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as In terms of SEBI circular dated December 9, 2020 on e-Voting
amended, and MCA Circulars dated April 8, 2020, April 13, facility provided by Listed Companies, Individual
2020, May 5, 2020 and January 13, 2021, the Company is shareholders holding securities in demat mode are allowed to
pleased to provide e-voting facility to the members to cast vote through their demat account maintained with
their votes electronically on all resolutions set forth in this Depositories and Depository Participants. Shareholders are
Notice. advised to update their mobile number and email Id in their
demat accounts in order to access e-Voting facility.
The Company has engaged the services of National
Securities Depository Limited (NSDL) to provide e-voting Login method for Individual shareholders holding securities in
facility for this year. The Company has appointed demat mode with NSDL
Mr. A. Mohan Kumar, Mohan Kumar & Associates,
Practising Company Secretary [FCS 4347, COP No. 1. Existing IDeAS user can visit the e-Services website of
19145] to act as the Scrutinizer, for conducting scrutiny of NSDL Viz. https://eservices.nsdl.com either on a Personal
the votes cast. Computer or on a mobile. On the e-Services home page
click on the “Beneficial Owner” icon under “Login”
Notice convening the 31st Annual General Meeting and the which is available under ‘IDeAS’ section , this will prompt
Annual Report 2020-21 is also available on the NSDL’s you to enter your existing User ID and Password. After
website: www.evoting.nsdl.com

successful authentication, you will be able to see e-Voting 4. Alternatively, the user can directly access e-Voting page by
services under Value added services. Click on “Access to providing demat Account Number and PAN No. from a link
e-Voting” under e-Voting services and you will be able to in www.cdslindia.com home page. The system will
see e-Voting page. Click on company name or e-Voting authenticate the user by sending OTP on registered Mobile
service provider i.e. NSDL and you will be re-directed to & Email as recorded in the demat Account. After successful
e-Voting website of NSDL for casting your vote during the authentication, user will be provided links for the respective
remote e-Voting period or joining virtual meeting & voting ESP i.e. NSDL where the e-Voting is in progress.
during the meeting.
Individual Shareholders (holding securities in demat mode)
2. If you are not registered for IDeAS e-Services, option to login through their depository participants
register is available at https://eservices.nsdl.com. Select
“Register Online for IDeAS Portal” or click at You can also login using the login credentials of your demat
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp account through your Depository Participant registered with
NSDL/CDSL for e-Voting facility. Upon logging in, you will be
3. Visit the e-Voting website of NSDL. Open web browser by able to see e-Voting option. Click on e-Voting option, you will
typing the following URL: https://www.evoting.nsdl.com/ be redirected to NSDL/CDSL Depository site after successful
either on a Personal Computer or on a mobile. Once the authentication, wherein you can see e-Voting feature. Click
home page of e-Voting system is launched, click on the on company name or e-Voting service provider i.e. NSDL and
icon “Login” which is available under you will be redirected to e-Voting website of NSDL for casting
‘Shareholder/Member’ section. A new screen will open. your vote during the remote e-Voting period or joining virtual
You will have to enter your User ID (i.e. your sixteen digit meeting & voting during the meeting.
demat account number held with NSDL), Password/OTP
and a Verification Code as shown on the screen. After Important note: Members who are unable to retrieve User
successful authentication, you will be redirected to NSDL ID/ Password are advised to use Forget User ID and Forget
Depository site wherein you can see e-Voting page. Click Password option available at abovementioned website.
on company name or e-Voting service provider i.e.
NSDL and you will be redirected to e-Voting website of Helpdesk for Individual Shareholders holding securities in
NSDL for casting your vote during the remote e-Voting demat mode for any technical issues related to login through
period or joining virtual meeting & voting during the Depository i.e. NSDL and CDSL
meeting.
Login type Helpdesk details
4. Shareholders/Members can also download NSDL Mobile
App “NSDL Speede” facility by scanning the QR code Individual Shareholders Members facing any
mentioned below for seamless voting experience. holding securities in technical issue in login can
demat mode with NSDL contact NSDL helpdesk by
sending a request at
[email protected] or call
at toll free no.: 1800 1020
990 and 1800 22 44 30
Individual Shareholders Members facing any

holding securities in technical issue in login can
demat mode with CDSL contact CDSL helpdesk by
sending a request at
helpdesk.evoting@cdslin
dia.com or contact at 022-
23058738 or 022-
23058542-43
Individual Shareholders holding securities in demat mode
with CDSL
B) Login Method for e-Voting and joining virtual meeting
1. Existing users who have opted for Easi / Easiest, they can for shareholders other than Individual shareholders
login through their user id and password. Option will be holding securities in demat mode and shareholders
made available to reach e-Voting page without any further holding securities in physical mode.
authentication. The URL for users to login to Easi / Easiest
are https://web.cdslindia.com/myeasi/home/login or How to Log-in to NSDL e-Voting website?
www.cdslindia.com and click on New System Myeasi. 1. Visit the e-Voting website of NSDL. Open web browser by
typing the following URL: https://www.evoting.nsdl.com/
2. After successful login of Easi/Easiest the user will be also either on a Personal Computer or on a mobile.
able to see the e-Voting Menu. The Menu will have links of 2. Once the home page of e-Voting system is launched, click
e-Voting service provider i.e. NSDL. Click on NSDL to on the icon “Login” which is available under
cast your vote. ‘Shareholder/Member’ section.
3. A new screen will open. You will have to enter your User ID,
3. If the user is not registered for Easi/Easiest, option to your Password/OTP and a Verification Code as shown on
register is available at https://web.cdslindia.com/ the screen.
myeasi/Registration/EasiRegistration Alternatively, if you are registered for NSDL eservices i.e.
IDEAS, you can log-in at https://eservices.nsdl.com/ with

your existing IDEAS login. Once you log-in to NSDL holding shares in your demat account with NSDL or
eservices after using your log-in credentials, click on CDSL) option available on www.evoting.nsdl.com.
e-Voting and you can proceed to Step 2 i.e. Cast your vote
electronically. (b) Physical User Reset Password?” (If you are holding
shares in physical mode) option available on
4. Your User ID details are given below : www.evoting.nsdl.com.
Manner of holding shares (c) If you are still unable to get the password by aforesaid
i.e. Demat (NSDL or CDSL) Your User ID is: two options, you can send a request at
or Physical [email protected] mentioning your demat account
number/folio number, your PAN, your name and your
a) For Members who hold 8 Character DP ID
registered address etc.
shares in demat followed by 8 Digit
account with NSDL. Client ID
For example if your DP (d) Members can also use the OTP (One Time Password)
ID is IN300*** and Client based login for casting the votes on the e-Voting
ID is 12****** then your system of NSDL.
user ID is
IN300***12******. 7. After entering your password, tick on Agree to “Terms and
Conditions” by selecting on the check box.
b) For Members who hold 16 Digit Beneficiary ID
shares in demat For example if your 8. Now, you will have to click on “Login” button.
account with CDSL. Beneficiary ID is
12************** then your 9. After you click on the “Login” button, Home page of e-Voting
user ID is 12************** will open.
c) For Members holding EVEN Number followed Step 2: Cast your vote electronically and join General
shares in Physical by Folio Number Meeting on NSDL e-Voting system.
Form. registered with the
company How to cast your vote electronically and join General Meeting
For example if folio on NSDL e-Voting system?
number is 001*** and
EVEN is 101456 then user 1. After successful login at Step 1, you will be able to see all
ID is 101456001*** the companies “EVEN” in which you are holding shares
and whose voting cycle and General Meeting is in active
5. Password details for shareholders other than Individual status.
shareholders are given below:
2. Select “EVEN” of company for which you wish to cast your
(a) If you are already registered for e-Voting, then you can vote during the remote e-Voting period and casting your
use your existing password to login and cast your vote. vote during the General Meeting. For joining virtual
meeting, you need to click on “VC/OAVM” link placed under
(b) If you are using NSDL e-Voting system for the first time, “Join General Meeting”.
you will need to retrieve the ‘initial password’ which was
communicated to you. Once you retrieve your ‘initial 3. Now you are ready for e-Voting as the Voting page opens.
password’, you need to enter the ‘initial password’ and
the system will force you to change your password. 4. Cast your vote by selecting appropriate options i.e. assent
or dissent, verify/modify the number of shares for which
(c) How to retrieve your ‘initial password’? you wish to cast your vote and click on “Submit” and also
“Confirm” when prompted.
(i) If your email ID is registered in your demat account or
with the company, your ‘initial password’ is 5. Upon confirmation, the message “Vote cast successfully”
communicated to you on your email ID. Trace the will be displayed.
email sent to you from NSDL from your mailbox. Open
the email and open the attachment i.e. a .pdf file. Open 6. You can also take the printout of the votes cast by you by
the .pdf file. The password to open the .pdf file is your 8 clicking on the print option on the confirmation page.
digit client ID for NSDL account, last 8 digits of client ID
for CDSL account or folio number for shares held in 7. Once you confirm your vote on the resolution, you will not
physical form. The .pdf file contains your ‘User ID’ and be allowed to modify your vote.
your ‘initial password’.
(ii) If your email ID is not registered, please follow steps GENERAL GUIDELINES FOR SHAREHOLDERS
mentioned below in process for those shareholders
whose email ids are not registered. 1. Institutional shareholders (i.e. other than individuals, HUF,
NRI etc.) are required to send scanned copy (PDF/JPG
6. If you are unable to retrieve or have not received the “ Initial Format) of the relevant Board Resolution/ Authority letter
password” or have forgotten your password: etc. with attested specimen signature of the duly
authorized signatory(ies) who are authorized to vote, to the
(a) Click on “Forgot User Details/Password?”(If you are Scrutinizer by e-mail to [email protected] with a
copy marked to [email protected].

2. It is strongly recommended not to share your password 4. The details of the person who may be contacted for any
with any other person and take utmost care to keep your grievances connected with the facility for e-Voting on the
password confidential. Login to the e-voting website will be day of the AGM shall be the same person mentioned for
disabled upon five unsuccessful attempts to key in the Remote e-voting.
correct password. In such an event, you will need to go
through the “Forgot User Details/Password?” or “Physical INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE
User Reset Password?” option available on AGM THROUGH VC/OAVM ARE AS UNDER:
www.evoting.nsdl.com to reset the password.
1. Member will be provided with a facility to attend the AGM
3. In case of any queries, you may refer the Frequently Asked through VC/OAVM through the NSDL e-Voting system.
Questions (FAQs) for Shareholders and e-voting user Members may access by following the steps mentioned
manual for Shareholders available at the download section above for Access to NSDL e-Voting system. After
of www.evoting.nsdl.com or call on toll free no.: 1800 1020 successful login, you can see link of “VC/OAVM link”
990 and 1800 22 44 30 or send a request to Ms.Soni placed under “Join General meeting” menu against
Singh at [email protected] company name. You are requested to click on VC/OAVM
link placed under Join General Meeting menu. The link for
Process for those shareholders whose email ids are not VC/OAVM will be available in Shareholder/Member login
registered with the depositories for procuring user id where the EVEN of Company will be displayed. Please
and password and registration of e mail ids for e-voting note that the members who do not have the User ID and
for the resolutions set out in this notice: Password for e-Voting or have forgotten the User ID and
Password may retrieve the same by following the remote
1. In case shares are held in physical mode please provide e-Voting instructions mentioned in the notice to avoid last
Folio No., Name of shareholder, scanned copy of the share minute rush.
certificate (front and back), PAN (self attested scanned
copy of PAN card), AADHAR (self attested scanned copy 2. Members are encouraged to join the Meeting through
of Aadhar Card) by email to [email protected]. Laptops for better experience.
2. In case shares are held in demat mode, please provide 3. Further Members will be required to allow Camera and use
DPID-CLID (16 digit DPID + CLID or 16 digit beneficiary Internet with a good speed to avoid any disturbance during
ID), Name, client master or copy of Consolidated Account the meeting.
statement, PAN (self attested scanned copy of PAN card),
AADHAR (self attested scanned copy of Aadhar Card) to 4. Please note that Participants Connecting from Mobile
([email protected]). If you are an Individual Devices or Tablets or through Laptop connecting via
shareholders holding securities in demat mode, you are Mobile Hotspot may experience Audio/Video loss due to
requested to refer to the login method explained at step 1 Fluctuation in their respective network. It is therefore
(A) i.e. Login method for e-Voting and joining virtual recommended to use Stable Wi-Fi or LAN Connection to
meeting for Individual shareholders holding securities mitigate any kind of aforesaid glitches.
in demat mode.
5. Shareholders who would like to express their views/have
3. Alternatively shareholder/members may send a request to questions may send their questions in advance mentioning
[email protected] for procuring user id and password for their name demat account number/folio number, email id,
e-voting by providing above mentioned documents. mobile number at ([email protected]) at least 7
days prior to the meeting. The same will be replied by the
4. In terms of SEBI circular dated December 9, 2020 on company suitably.
e-Voting facility provided by Listed Companies, Individual
shareholders holding securities in demat mode are 6. Those shareholders who have registered themselves as a
allowed to vote through their demat account maintained speaker will only be allowed to express their views/ask
with Depositories and Depository Participants. questions during the meeting. The Company reserves the
Shareholders are required to update their mobile number right to restrict the number of questions and number of
and email ID correctly in their demat account in order to speakers, depending upon the availability of time as
access e-Voting facility. appropriate for smooth conduct of the AGM.
THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON General Instructions

THE DAY OF THE AGM ARE AS UNDER:
a. The remote e-voting shall not be allowed beyond the
1. The procedure for e-Voting on the day of the AGM is same abovementioned date and time.
as the instructions mentioned above for remote e-voting.
b. Once the vote on the resolution is cast by the shareholder,
2. Only those Members/ shareholders, who will be present in whether partially or otherwise, the shareholder shall not
the AGM through VC/OAVM facility and have not casted be allowed to change it subsequently or cast the vote
their vote on the Resolutions through remote e-Voting and again.
are otherwise not barred from doing so, shall be eligible to
vote through e-Voting system in the AGM. c. Any person who have acquired shares and become
members of the company after the electronic despatch of
3. Members who have voted through Remote e-Voting will be the notice and holding shares as on cut-off date, i.e.
eligible to attend the AGM. However, they will not be 15th September 2021 and who have updated their PAN with
eligible to vote at the AGM. the Company/DP, should follow the instructions as above

mentioned to vote through e-voting and those who have employment of the Company and make, not later than
not updated their PAN with the Company/DP, can send a three days of conclusion of the meeting, a consolidated
mail to [email protected] and Scrutinizer’s report of the total votes cast in favour or
[email protected] to obtain sequence number against, if any, to the Chairman or a person authorized by
and they will have to follow the instructions as above him in writing who shall countersign the same.
mentioned to vote through e-voting.
d. The voting rights of members shall be in proportion to their f. The results declared along with the Scrutinizer’s Report
shares in the paid up equity share capital of the Company shall be placed on the Company’s website
as on cut-off date. A person, whose name is recorded in the www.odysseytec.com and on the website of NSDL
register of members or in the register of beneficial owners www.nsdl.co.in immediately after the result is declared.
maintained by the depositories as on the cut-off date only The Company shall simultaneously forward the results to
shall be entitled to avail the facility of remote e-Voting and BSE Ltd., where the shares of the Company are listed.
e-voting during the AGM .
g. Subject to the receipt of requisite number of votes through
e. The Scrutinizer shall, immediately after the conclusion of remote e-voting and voting during the meeting, the
voting during the general meeting, would count the votes Resolutions proposed in the Notice shall be deemed to
cast during the meeting and through remote e-voting, have been passed on the date of the meeting, i.e.,
thereafter unblock the votes cast through remote e-voting Wednesday, 22nd September 2021.
in the presence of at least two witnesses not in the
By order of the Board of Directors

Registered Office:
5th Floor, Dowlath Towers,
63, Taylors Road,
Kilpauk, B.Purnima
Date : August 11, 2021 Membership No.: ACS 30500

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.3 of the accompanying Notice:
Item No.3- Appointment of Mr.Ravi Srinivasan(DIN:07193935) as a Director, liable to retire by rotation.
Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors (“Board”), appointed
Mr.Ravi Srinivasan as an Additional Director(Non-Executive, Non-Independent) on August 11, 2021. Pursuant to the provisions
of Section 161 of the Act and Article 87 of the Articles of Association of the Company, Mr. Ravi Srinivasan will hold office up to the
date of ensuing Annual General Meeting (‘AGM’) and is eligible to be appointed as a Director of the Company. The Company has,
in terms of Section 160 of the Act, received a notice in writing, from a member, proposing the candidature of Mr.Ravi Srinivasan
for the office of Director. Mr. Ravi Srinivasan once appointed will be liable to retire by rotation and will be subject to the Company’s
policies.
The Company has received from Mr.Ravi Srinivasan:
(i) Consent in writing to act as Director in Form DIR-2 pursuant to Rule 8 of the Companies (Appointment and Qualification of
Directors) Rules, 2014
(ii) Intimation in Form DIR-8 in terms of the Companies (Appointment and Qualification of Directors) Rules, 2014, to the effect that
he is not disqualified under Section 164(2) of the Act
(iii) Notice of Interest by Director in Form MBP-1 pursuant to Section 184(1) of the Companies Act, 2013 read with Rule 9(1) of
Companies (Meetings of Board and its Powers) Rules, 2014 disclosing interest in any contract or arrangement which may be
entered into with such bodies corporate or firm and
(iv) a declaration pursuant to BSE Circular No. LIST/COMP/14/ 2018-19 dated June 20, 2018, that he has not been debarred
from holding office of a Director by virtue of any Order passed by SEBI or any other such authority.
A brief profile of the Director proposed to be appointed at the AGM is furnished in detail under clause 2(c) of the Corporate
Governance report.
The Board considers that his continued association would be of immense benefit to the Company and it is desirable to appoint
him as a Director of the Company.
None of the Directors and Key Managerial Personnel of the Company or their respective relatives, except Mr.Ravi Srinivasan, to
whom the resolution relates, is concerned or interested in the Resolution mentioned at Item No. 3 of the Notice. The Board
recommends the resolution set forth in Item No. 3 for the approval of the Members.
By order of the Board of Directors

Registered Office:
63, Taylors Road,
Kilpauk, B.Purnima
Date : August 11, 2021 Membership No.: ACS 30500

BOARD'S REPORT
To the Members, DIVIDEND
The Directors present the Annual Report of Odyssey The Directors have not recommended any Dividend on equity
Technologies Limited (“the Company” or “Odyssey”) along shares of the company for the year ended 31st March, 2021.
with the Audited Financial Statements for the financial year
ended 31st March, 2021.
FINANCIAL RESULTS DIRECTORS' RESPONSIBILITY STATEMENT

Rs.in lakhs
Sl. Particulars Financial Year Financial Year Pursuant to Section 134 (3) (c) of the Companies Act, 2013
No. 2020 -21 2019-20 [“the Act”], the Directors of the Company, to the best of their
01. Revenue from Operations (Net) 1659.07 1764.73
knowledge and ability, confirm that:
02. Other Income 76.11 81.38
a. in the preparation of the annual accounts for the year
03. Total Income 1735.18 1846.11
ended 31st March, 2021, the applicable accounting
04. Operating Profit (PBIDT) 629.53 547.24
standards have been followed and there are no material
05. Finance Cost 31.08 50.00
departures;
06. Depreciation and Amortisation expense 362.96 414.88 b. they have selected such accounting policies and applied
07. Profit before tax 235.49 82.36 them consistently and made judgments and estimates that
08. Tax expense 42.35 37.01 are reasonable and prudent so as to give a true and fair
09. Net Profit for the year 193.14 45.35 view of the state of affairs of the Company as at 31st March,
10. Other Comprehensive Income/(Losses) 6.31 (23.03) 2021 and of the profit of the Company for the year ended on
11. Total Comprehensive Income for the period 199.45 22.32 that date;
12. Earnings per share (in Rs.) 1.23 0.29 c. they have taken proper and sufficient care for the
13. Opening balance of retained earnings 375.74 330.39 maintenance of adequate accounting records in
14. Profit for the period 193.14 45.35 accordance with the provisions of the Companies Act,
15. Closing balance of retained earnings 568.88 375.74 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d. they have prepared the annual accounts of the Company
PERFORMANCE REVIEW
on a going concern basis;
e. they have laid down internal financial controls to be
The Company’s revenue from operations for the year under
followed by the Company and that such internal financial
review is Rs.1659.07 lakhs as compared to Rs. 1764.73 lakhs
controls are adequate and are operating effectively; and
in the previous year. The Profit after Tax is at Rs. 193.14 lakhs
f. they have devised proper systems to ensure compliance
as compared to Rs. 45.35 lakhs in the previous year. The
with the provisions of all applicable laws and that such
Covid-19 pandemic has disrupted the lives of millions across
systems are adequate and operating effectively.
the world. The Company has taken initiatives for well-being of
employees such as insuring all employees with Corona
Based on the framework of internal financial controls and
Kavach policy and sponsoring vaccination drive for the
compliance systems established and maintained by the
employees. With the work from home approach, the
Company, the work performed by the internal, statutory and
Company has been able to manage uninterrupted services to
secretarial auditors including audit of internal financial
all the customers.
controls over financial reporting by the statutory auditors and
reviews performed by the management and the audit
The net profit generated during the year has been transferred
committee, the Board of Directors is of the opinion that the
to Retained Earnings under Reserves & Surplus. The closing
Company’s internal financial controls were adequate and
balance of retained earnings of the company for the financial
effective during the financial year 2020-21. .
year 2020-21 was Rs. 568.88 lakhs.
DIRECTORS & KEY MANAGERIAL PERSONNEL
SHARE CAPITAL
Directors
The Paid-up Capital of the Company was increased from
Rs.8,51,19,750/- (Rupees Eight Crore Fifty One Lakhs
The Board of Directors of the Company, based on the
Nineteen Thousand Seven Hundred and Fifty only) to
recommendation of Nomination and Remuneration
Rs. 15,74,61,750/- (Rupees Fifteen Crore Seventy Four
Committee (“NRC”), approved the appointment of Mr.Ravi
Lakhs Sixty One Thousand Seven Hundred and Fifty only) by
Srinivasan (DIN: 07193935) as an Additional Director on the
way of allotment of 72,34,200 shares to eligible shareholders
Board of the Company. His appointment as a Director vide an
of Transferor Company pursuant to amalgamation of
Ordinary Resolution forms part of the Notice. His profile and
Cyberneme Private Limited with the Company vide National
particulars of experience, attributes and skills that qualify
Company Law Tribunal, Division Bench-I, Chennai (“NCLT”)
Mr.Ravi Srinivasan for the Board membership are also
order dated May 5, 2020. Trading approval for these shares
disclosed in 2(c) of Corporate Governance Report, which
was granted by BSE Limited on September 30, 2020 allowing
forms part of the Annual Report. Additional Director on Board
trading of the above mentioned securities with effect from
of the Company to hold office up to the date of this AGM.
October 1, 2020.

Details of the proposed appointment of the abovementioned January 28, 2021, performance of the non-independent
Director is mentioned in the Explanatory Statement pursuant directors and Board as a whole was reviewed and
to Section 102 of the Companies Act, 2013 of the Notice of the performance of Chairman of the Company was reviewed after
31st AGM. taking into account views of Executive Director. Performance
evaluation of independent directors was done by the entire
Pursuant to the provisions of Section 152 of the Companies Board, excluding the independent director being evaluated.
Act, 2013 and Articles of Association of the Company,
Mr. B. Robert Raja, Director of the Company retires by POLICY ON DIRECTORS’ APPOINTMENT &
rotation at the ensuing Annual General Meeting and being REMUNERATION
eligible, offers himself for reappointment. A resolution
seeking shareholders’ approval for his re-appointment forms The Company’s policy on directors’ appointment and
part of the Notice. remuneration and other matters provided in Section 178(3) of
the Act has been disclosed in the Corporate Governance
The Company has received declarations from all the Report, which is a part of this report. The updated Policy is
Independent Directors of the Company under Section 149 (7) also available on the website of the Company at
of the Companies Act, 2013 confirming that they meet the http://www.odysseytec.com/Documents/OtherDocs/Nomina
criteria of independence as prescribed both under Section tion_&_Remuneration_Policy.pdf
149 (6) of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
2015 [“SEBI Listing Regulations”]. ADEQUACY
Key Managerial Personnel The Company has in place adequate internal financial
controls with reference to the financial statements. During the
Pursuant to the provisions of Section 203 of the Act read with year, such controls were evaluated and no reportable
Rule 8 of Companies (Appointment and Remuneration of deficiency in the design or operation of such controls were
Managerial Personnel) Rules, 2014, Key Managerial observed.
Personnel of the Company as on 31st March 2021 are
Mr. B. Robert Raja- Chairman and Managing Director, AUDIT COMMITTEE
Mr. B. Antony Raja, Whole-time Director & Chief Financial
Officer and Ms B.Purnima- Company Secretary. The details pertaining to composition of Audit Committee are
included in the Corporate Governance Report, which forms a
BOARD MEETINGS part of the Annual Report. During the year under review, all
the recommendations made by the Audit Committee were
The Board of Directors met four times during the financial accepted by the Board.
year 2020-21. The meetings were held on July 17, 2020,
August 07, 2020, November 12, 2020 and January 28, 2021. AUDITORS
In order to transact urgent business, approval of the
Board/Committees were taken by passing resolutions Statutory Auditor
through circulation pursuant to Section 175 of the Companies
Act, 2013, which were noted at the subsequent meeting of the Pursuant to the provisions of Sections 139, 142 of the Act
Board /Committees, as the case may be. read with Companies (Audit & Auditors) Rules, 2014,
M/s Sekar & Co., Chartered Accountants, Chennai (Firm
Further details regarding meetings of the Board and Registration No.016269S) were appointed as the Statutory
Committees are furnished in the Corporate Governance Auditors of the Company by the shareholders for a term of five
Report, which forms part of the Annual Report. consecutive years, from the conclusion of the 27th Annual
General Meeting (AGM) of the Company till the conclusion of
BOARD EVALUATION the 32nd Annual General Meeting to be held in the year 2022,
subject to ratification of their appointment at every AGM, if so
The Board of Directors has carried out an annual evaluation required under the Act. The requirement to place the matter
of its own performance, Board Committees and individual relating to appointment of auditors for ratification by Members
Directors pursuant to the provisions of the Companies Act, at every AGM has been done away with pursuant to the
2013 and corporate governance requirements as prescribed Companies (Amendment) Act, 2017, effective from May 7,
by SEBI Listing Regulations. 2018. Accordingly, no resolution is being proposed for
ratification of appointment of statutory auditors at the ensuing
The performance of the Board was evaluated by the Board AGM.
seeking inputs from all directors on the basis of criteria such
as adequacy of the composition of the Board and its The Notes on financial statement referred to in the Auditors’
Committees, Board culture, effectiveness of board processes Report are self-explanatory and do not call for any further
and performance of specific duties, obligations and comments. The Auditors’ Report does not contain any
governance. The performance of the Committees was qualification, reservation or adverse remark.
evaluated by the Board on the basis of criteria such as
composition of committees, effectiveness of committee
meetings, etc,. The individual Directors were evaluated on Secretarial Auditor
parameters such as level of engagement and contribution of
the individual director to the Board and committee meetings, Pursuant to the provisions of Section 204 of the Companies
independence of judgment, etc. Act, 2013 read with Rule 9 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
In a separate meeting of the independent directors held on Board had appointed M/s B. Ravi & Associates, Practising

Company Secretaries as Secretarial Auditor to conduct DISCLOSURE AS REQUIRED UNDER SECTION 22 OF
Secretarial Audit for the financial year 2020-21. The SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Secretarial Audit Report for the financial year ended March (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
31, 2021 is annexed herewith as Annexure-I to this Report. 2013
The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark. The Company has formulated a Policy for Prevention of
Sexual Harassment at Workplace pursuant to the
RISK MANAGEMENT requirements of the Sexual Harassment at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 read with
The Board of Directors has developed and implemented a relevant Rules made thereunder. Accordingly, Internal
Risk Management Policy for the company. The Board is Complaints Committee [“ICC”] has been constituted for
responsible for reviewing the risk management plan and redressal of any sexual harassment complaint. The following
ensuring its effectiveness. The Audit Committee additionally is the summary of the complaints during the financial year
overviews the financial risks and controls. The updated Risk 2020-21:-
Management Policy is available on the website of the
Company at http://www.odysseytec.com/Documents/ a)Number of complaints received during the
OtherDocs/Risk_Management_Policy.pdf financial year : Nil
PARTICULARS OF LOANS, GUARANTEES AND b)Number of complaints disposed of during

INVESTMENTS the financial year : Nil
The Company has not made, given or provided any loans or c)Number of complaints pending as on end
investment or guarantee or security to any person or body of the financial year : Nil
corporate under the provisions of Section 186 of the
Companies Act, 2013. DEPOSITS FROM PUBLIC
TRANSACTIONS WITH RELATED PARTIES The Company has not accepted any deposits from public and
as such, no amount on account of principal or interest on
Information on transactions with related parties pursuant to deposits from public was outstanding as on the date of the
Section 134 (3) (h) of the Act read with Rule 8 (2) of the balance sheet.
Companies (Accounts) Rules, 2014 in Form AOC-2 is
annexed herewith as Annexure-II to this Report. C O N S E RVAT I O N O F E N E R G Y , T E C H N O L O G Y
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
EXTRACT OF ANNUAL RETURN AND OUTGO
Pursuant to Section 92 (3) read with Section 134 (3) (a) of the The information relating to conservation of energy,
Companies Act, 2013, the Annual Return in Form MGT 7 shall technology absorption and foreign exchange earnings and
be placed on the website of the company at outflow as required to be disclosed under Section 134 (m) of
www.odysseytec.com/index.php/investors after the the Companies Act, 2013 read with Rule 8(3) of Companies
conclusion of the 31st Annual General Meeting. (Accounts) Rules, 2014 is annexed herewith as Annexure-IV
to this Report.
PARTICULARS OF EMPLOYEES
STATE OF COMPANY’S AFFAIRS
The information required under Section 197 (12) of the
Companies Act, 2013 read with Rule 5 (1) of Companies Management Discussion and Analysis Report for the year
(Appointment & Remuneration of Managerial Personnel), under review, as stipulated in Regulation 34 (2) (e) of SEBI
Rules, 2014 is annexed herewith as Annexure-III to this Listing Regulations is given as a separate part of the annual
Report. Pursuant to Rule 5(2) of Companies (Appointment & report. It contains a detailed write up and explanation about
Remuneration of Managerial Personnel) Rules, 2014, there the performance of the company.
are no employees drawing remuneration in excess of eight
lakh and fifty thousand rupees per month or one crore and two AMALGAMATION OF CYBERNEME PRIVATE LIMITED
lakh rupees per year during the year under review. WITH ODYSSEY TECHNOLOGIES LIMITED
CORPORATE GOVERNANCE The Scheme of Amalgamation of Cyberneme Private Limited

(“Transferor Company”) with the Company was sanctioned
As required under Schedule V (C) of SEBI Listing by the National Company Law Tribunal, Division Bench-I,
Regulations, a detailed report on Corporate governance with Chennai (“NCLT”) vide order dated May 5, 2020 which was
auditors’ certificate thereon and Management Discussion filed with the Registrar of Companies, Chennai and approved
and Analysis Report are attached and forms part of this on May 11, 2020 which becomes the effective date. The
report. Scheme was given effect from the appointed date of
December 1, 2018 in accordance with Ind AS 103 - “Business
SECRETARIAL STANDARDS Combinations” as prescribed under Section 133 of the
Companies Act, 2013 read with Rule 3 of the Companies
The Company complies with all the applicable mandatory (Accounting Standards) Rules, 2015 and relevant
Secretarial Standards issued by the Institute of Company amendment rules thereafter.
Secretaries of India.

Eligible Shareholders of the Transferor Company were ACKNOWLEDGEMENT
allotted 72,34,200 shares at the Board Meeting held on
August 7, 2020 on a proportionate basis as mentioned in Your directors express their grateful appreciation for the
Clause 12.2 of the Scheme. Trading approval for these assistance and cooperation received from the Banks,
shares was granted by BSE Limited on September 30, 2020 Government Authorities, Corporate Professionals,
allowing trading of the above mentioned securities with effect Customers, Vendors and Shareholders during the year under
from October 1, 2020. review, in aiding the smooth flow of operations. Continued
dedication and sense of commitment shown by the
MATERIAL CHANGES & COMMITMENTS employees at all levels during the year deserve special
mention.
There have been no material changes and commitments
affecting the financial position of the Company which have
occurred between 31st March 2021 and 11th August 2021.
SIGNIFICANT & MATERIAL ORDERS PASSED BY

REGULATORS OR COURTS
During the Financial Year 2020-21, no order has been passed

by any regulatory authorities or Courts impacting the going
concern status and Company’s operations in future.
For and on behalf of the Board of Directors
Place: Chennai B Robert Raja

Date : August 11, 2021 Chairman & Managing Director
ANNEXURE-I TO BOARD'S REPORT
SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31.03.2021
[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, 2021 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 31stMarch, 2021 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 thereunder to the extent applicable;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder 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) Regulations, 2014;
f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (was not applicable
to the company during the period under review)
g)The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (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 thereunder
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 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,
Standards, etc. as mentioned above.
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 director. The changes in the composition of the Board of
Directors that took place during the period under review were carried out in compliance with the provisions of the Act and SEBI
LODR.
Adequate notice is given to all directors to schedule the Board Meetings, 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.
All decisions were taken unanimously at the Board meeting 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 National Company Law tribunal, Division Bench- I, Chennai has sanctioned the scheme of amalgamation between
M/s Cyberneme Private Limited and M/s Odyssey Technologies Limited vide its order dated 05th day of May 2020. The
Appointed date of the scheme is 01.12.2018. Pursuant to the Order approving the Scheme, as provided in the Scheme, the
company has increased its Authorised share capital and also amended its Main objects.
2) The Board in its meeting held on 07th August 2020 allotted 72,34,200 equity shares of Rs 10/- each to the shareholders of
Cyberneme Private Limited pursuant to the sanction of the scheme of amalgamation between M/s Cyberneme Private
Limited and the Company.
3) The shareholders approved the following special resolutions in the Annual General Meeting held on 16th September 2020

a. Re- appointment of Mr. B. Robert Raja as Chairman and Managing Director liable to retire by rotation for 3 years with effect
from 01.04.2020 up to 31.03.2023
b. Re- appointment of Mr. B. Antony Raja as Whole Time Director & CFO liable to retire by rotation for 3 years with effect from
01.04.2020 up to 31.03.2023
c. Re- appointment of Dr. Rani Radhakrishnan as an Independent Director for a second term of 5 consecutive years from
19.03.2020 to 18.03.2025
Name of Company Secretary in practice: Dr. B Ravi

FCS No.: 1810 CP No.: 3318
MANAGING PARTNER
B RAVI & ASSOCIATES
Place: Chennai Firm Registration Number: P2016TN052400
Date : 09.04.2021 UDIN: F001810C000030960

To,
The Members of
CIN: L51909TN1990PLC019007
5TH FLOOR, DOWLATH TOWERS,
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 : 09.04.2021 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 2020-21.
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 2020-21 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.


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 the Mr. B. Robert Raja
median remuneration of the employees of the company Chairman & Managing Director 9.23
for the financial year;
Mr. B. Antony Raja
Whole-time Director & CFO 6.92
(ii) the percentage increase in remuneration of each Mr. B. Robert Raja

director, Chief Financial Officer, Chief Executive Chairman & Managing Director Nil
Officer, Company Secretary or Manager, if any, in the
financial year; Mr. B. Antony Raja
Whole-time Director & CFO Nil
Ms.B.Purnima
Company Secretary 10.77%
(iii) the percentage increase in the median remuneration 30%

of employees in the financial year;
(iv) the number of permanent employees on the rolls of 124

company;
(v) average percentile increase already made in the

salaries of employees other than the managerial Average increase in salaries of
employees other than managerial 13.03
personnel in the last financial year and its comparison
with the percentile increase in the managerial personnel in 2020-21 (in % annually)
remuneration and justification thereof and point out if
there are any exceptional circumstances for increase % increase in remuneration of Chairman
in the managerial remuneration; & Managing Director NIL
% increase in remuneration of
Whole-time Director & CFO NIL
(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


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. 55.71 lakhs was spent during the year for purchase of various equipments and other infrastructure
needed for the R&D.
(b) Recurring Rs. 505.92 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. 561.63 lakhs
C. Foreign exchange earnings and outgo:

Total foreign exchange earnings during the year (in terms of INR) : Rs.94.83 lakhs
Total foreign exchange used for operations (in terms of INR) : Rs. 1.92 lakhs


Management Discussion and Analysis Report
Pursuant to Regulation 34(3) and Para B of Schedule V of We acquired twenty new customers during the year.
SEBI(Listing Obligations and Disclosure Requirements)
Regulations, 2015 and the amendments thereof, details of The total revenue for the year was 165.91 million rupees.
the Management discussion and analysis are given below: 51.30% of the revenue came from product related services
and 42.93% from product licenses. The balance came from
Industry structure and development software exports.
The PKI industry has been fairly sluggish during the year Of the service revenue, 13.90% came from Pay As You Go
primarily due to the pandemic. We did not see many aspirants services, 29.30% from customization and implementation
in the area of certifying authorities. Even in the authentication and the rest from Annual Maintenance and onsite services.
space, decision making by large providers had been
considerably slowed down. The product revenue is composed of 50.27% from Snorkel
including the new authentication applications, 7.58% from
As the pandemic was a global factor, there were not many Certrix and eSign, 28.27% from Crypta and 13.88% from
new product launches or serious business acquisitions by AltaSigna as well as a number of variants of AltaSigna like the
foreign players as well. We believe that all this bottled up NPCI eMandate application.
demand will be up for conversion once the situation bounces
back to normalcy. Outlook
The pandemic also has shown the importance of hosted The outlook for now remains fairly optimistic. However much
online applications and services as compared to onsite still depends on the course the pandemic shall take in the rest
delivery and implementation of software. As more businesses of this year and our ability to maintain an office-bound
and assets move online the need for authentication and workforce for building and operating the xorkee related as
digital assurance can only go up. well as the conventional products.
The company has made significant steps towards offering the Risks and Concerns
most competitive and attractive offerings to this segment.
Von Clausewitz, a Prussian military theorist famously said
A good deal of consolidation took place in those areas where “War is merely the continuation of politics with other means”.
conventional authentication mechanisms were pre- In the last decade we have been witnessing the birth of a new
dominant. The company has been able to take advantage of means which can turn out to be far more devastating than
this situation and thereby maintaining or improving its war. The entire Internet has been witnessing an inordinate
margins. increase in the number of attacks with a considerable number
of them initiated or tacitly supported by state actors actively
Opportunities and Challenges pursuing their objectives through this highly cost effective
means.
The online digital and electronic signature markets have been
seeing a number of new comers on the global scene. Many of Attacks on the Internet infrastructure, be they ransomware,
these services are built around narrow local definitions of denial of service Bots or other such large scale attacks, are
electronic signature and are now trying to export their ware the biggest risk on the horizon not just for your company but
globally. for everyone. The scenario does not appear to be one that will
leave survivors much less winners.
The company is on the verge of launching a service that
surpasses all of these services in scope, compliance, ease of That said, we have maintained our intense focus on risks that
use and last but not the least cost-competitiveness. This are controllable by our efforts rather than Armageddon
service is styled ‘xorkeesign’ and will be launched in the scenarios that are beyond anyone’s ken at this point.
current financial year. The company expects this service to
have universal appeal to individuals, professionals, On an immediate note, we do anticipate further delays in
corporates, government, educational institutions and health service implementation with particular reference to xorkee
care players. based services. This could be occasioned by factors such as
further lock downs as well as the increased wait times for
As we go head-to-head with global players, we expect to see hardware deliveries and the like. Odyssey actively reshuffles
significant competitive challenges. We are in the process of local priorities to get the best possible outcome in every
identifying partners that would help in addressing these. scenario.
There is still some dependency on the timely receding of the
pandemic and the restoration of customer spending. We continue to strengthen processes to protect customer
data for the brief intervals in which such data could pass
Product-wise performance through our custody. We continue to hold our belief that
attempting to monetize customer data, even collateral meta
Owing to the delays caused by the lock downs xorkee related data, represents a breach of customer trust and steadfastly
applications and services could not gain noticeable volumes stay away from that model.
during the year. The bulk of the company’s revenue continued
to accrue from the legacy products and their new offspring
like Crypta.

Internal Control Systems Days Sales Outstanding has increased from 88 days to 122
days owing to temporary cash flow issues with a few
Internal control systems continued to function as effectively customers primarily caused by Covid-19 lockdown.
as in the past. Top management and the Board of Directors
and the Committees thereof continue to be actively involved Current ratio has improved owing to the closure of the
in ensuring that all controls work as intended. commercial property loan and further reduction of liabilities.
Financial and Operations Performance Closing the commercial property loan has left the Company
with zero debt and made the debt equity ratio irrelevant.
There is a marginal dip in revenue by 6.01% but the operating
profit has increased by 27.94% from the previous year, Research and Development
thanks to the absence of purchase for resale and reduced
expenditure. The company continued to pursue its R & D efforts in its core
focus area and a patent application has been filed post the
The total expenditure during the year was Rupees 149.97 closure of the year. The company expects its competitiveness
million against 176.37 million last year. The decline in to be significantly boosted by this and other continued
expenditure is partly due to the reduced amortization cost on research efforts.
the intangible assets and the reduced cost of business travel
and other promotional efforts caused by the Covid-19 Human Resources Development
lockdown. This resulted in a PBT of 23.55 million as against
8.24million last year, a 285.80% growth. The tax provision is There were one hundred and twenty four employees in the
higher this year at 4.24 million instead of the last year’s 3.70 rolls of Odyssey. Last year the figure stood at one hundred
million. This brought the net profit to 19.31 million as against and twenty. The attrition levels were under control. This has
4.54 million last year, a growth of nearly 425.33%. also had the effect of increasing the company’s expenditure
by way of a raised compensation. This makes for a more
The cost of manpower stood at 94.84 million compared to committed and seasoned workforce with already visible
92.39 million last year, and remains the biggest cost benefits in terms of quicker turnaround times and increased
component for the company. customer trust.
The finance cost stood at 3.11 million as against 5.00 million

last year. The decline is attributable to the reducing balance of
the loan availed for purchase of commercial property, and its
full pre-closure towards the end of the year.
The Company has identified the following as key financial

ratios.
Key Financial Ratios 2020-21 2019-20
Revenue Growth (%) (6.01) 30.18

Operating Margin (%) 36.05 28.17
Net Profit Margin (%) 11.63 2.55
Days Sales Outstanding (DSO) (days) 122 88
Return on Net Worth (%) 4.96 1.24
Current Ratio (times) 8.00 5.84
Ratios where there has been a significant change from FY

2019-20 to 2020-21 are explained below:
Dip in revenue growth is due to the reduced resale activity as

compared to the previous year. Since the margin on this
activity is very thin Odyssey does not actively pursue such
resale activity.
The increase in operating margin is contributed by the

reduced expenses primarily caused by the absence of
purchases for resale and the same causes increased net
profit margin too. The increased return on net worth also is
attributed to the above.

CORPORATE GOVERNANCE REPORT
The detailed report on Corporate Governance for the financial year April 1, 2020 to March 31, 2021 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 five Directors as on 31st March, 2021;
comprising of two Executive Directors and three non-executive Independent Directors. 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 2021 was as under:
Number of Chairpersonship & Directorship in

Name of the Director Category of Directorships Membership of Committees of other listed entity
Directorship in other Board of other Companies3 (Category of
companies 2 Directorship)
As Chairperson As Member
Mr. B. Robert Raja, Promoter, 2 Nil Nil Nil

(Chairman & Managing Director) Executive
DIN: 00754202
Mr. B. Antony Raja Promoter, Nil Nil Nil Nil

(Whole-time Director & CFO) Executive
DIN: 00754523
Mr. G. Rajasekaran Non-Executive, 1 Nil Nil BGR Energy

DIN: 03194244 Independent Systems Limited
(Non-Executive,
Independent)
Mr.KurillaSrinivas Rao Non-Executive, Nil Nil Nil Nil

DIN: 06554764 Independent
Dr. Rani Radhakrishnan Non-Executive, 1 Nil Nil Nil

DIN: 07119784 Independent
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 2020-21

During the year under review, there was no change in the composition of the Board of Directors of the Company.
However, the Board of Directors of the Company, based on the recommendation of Nomination and Remuneration Committee
(“NRC”), approved the appointment of Mr.Ravi Srinivasan (DIN:07193935 ) as an Additional Director (Non-Executive,
Non-Independent) at the Board Meeting held on August 11, 2021. The resolution for regularising this appointment forms part of
the Notice of the ensuing AGM. The profile and particulars of experience, attributes and skills that qualify Mr Ravi Srinivasan
for the Board membership are also disclosed in 2(c) of this report.

c. Details of the Directors proposed for appointment/ reappointment pursuant to Regulation 36 (3) of SEBI Listing
Regulations and SS-2 issued by ICSI
Mr. Ravi Srinivasan

Name & Designation Mr. B. Robert Raja
Additional Director
Chairman & Managing Director
(Non-Executive, Non-Independent)
Date of birth March 3, 1955 June 11, 1954
Age 66 years 67 years
Qualifications Bachelor of Business Administration (B.B.A) M.Sc Mathematics and an Ex- Indian
and an Ex-Indian Revenue Service (IRS) Revenue Service (IRS) Officer
Officer
Brief profile He has close to two decades experience in Mr. Ravi Srinivasan is an Indian Revenue
various capacities in Government service Service officer of 1978 batch, who
and his designation was Deputy superannuated in 2014 as the Principal
Commissioner of Income Tax at the time of Chief Commissioner of Income Tax, being
leaving the service in 1992. the top most regional head for the states of
Tamil Nadu, Pondicherry and Karnataka at
He has been actively involved in the field of the time of his superannuation.
Information Technology with particular
reference to Information security. He has a With more than 35 years of service in the
rich research experience in the field of department, he has held positions in senior
general computing, cryptography as well as management levels in different locations
experience in management. In Odyssey, in across India, including being the Director
addition to his administrative duties, he also General of Income Tax (Investigation) for
serves as a primary technology resource. the states of Karnataka and Goa. He has
considerable expertise in tax
He has built a highly skilled team of research administration, management,
and development personnel for the investigation, corporate accounts and
Company over the years and has been judicial functions under the Income Tax Act
setting the direction of the Company's as well as other Finance legislations like
technology and products. He has also been FEMA, Companies Act, FCRA and PML
actively involved in architecting and building Act.
the next generation of technology products
for the company. He was also deputed to the Ministry of
Finance for 5 years between 2004-09 in the
administration of Forfeiture laws under the
Narcotic Act and SAFEMFOPA. During the
course of his tenure in the department, he
has participated in an international tax
seminar organized by the IMF, Singapore
and has been in exchange programs
conducted by IIM Bangalore and the
Wharton School of University of
Pennsylvania, USA.
Expertise in specific General Computing, Cryptography. Taxation and administrative skills

functional areas
Date of appointment Oct 3, 1992 August 11, 2021

on the Board of
Directors
Date of last April 1, 2020 N.A
reappointment on
the Board of Directors
No. of Board Meetings 4 Meetings N.A
attended during the
financial year 2020-21

Name & Designation Mr. B. Robert Raja Mr. Ravi Srinivasan
Chairman & Managing Director
Terms and conditions As approved by the members in the N.A

of appointment 30th AGM held on September 16, 2020.
List of outside 1. Peirce Leslie India Limited Nil

Directorships held 2. P L Agro Technologies Limited
Chairman/Member Member of the Nomination and None

of the Committees Remuneration Committee.
of Board of Directors
of the Company
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 He is the brother of Mr. B. Antony Raja, Nil

other Directors/KMP Whole-time Director and CFO.
No. & Percentage 77,79,955 [49.41%] 100 [0.001%]

of Shares held in the
Company
d. Board Meetings and Related information e. The attendance particulars of each Director at the
The Board of Directors met four times during the financial Board Meetings for the financial year 2020-21 are as
year 2020-21. The meetings were held on July 17, 2020, under :-
August 07, 2020, November 12, 2020, and January 28,
2021. In order to transact urgent business, approval of the No. of Board
Board/Committees were taken by passing resolutions meetings Last AGM on
through circulation pursuant to Section 175 of the Directors 16.09.2020
attended during
Companies Act, 2013, which were noted at the subsequent the year Attended
meeting of the Board /Committees, as the case may be.
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 4 Yes

f. Details of membership & attendance in the Board Minutes of the proceedings of such board meetings are
Committees for the year ended 31.03.2021 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
Name Committee Profile Meetings Meetings signature of the Chairman is obtained on it. Such entered
held during attended Minutes are usually noted in the next meeting of the Board of
the year during the year Directors.
During the year, a separate meeting of the independent

Nomination & Member 1 1
Mr. B. Robert Raja directors was held on 28th January 2021 inter-alia to review
Remuneration Committee
the performance of non-independent directors and Board as
Audit Committee Member 4 4 a whole.
Mr. B. Antony Raja
Stakeholders Relationship Member 1 1 Details of the familiarization programmes conducted for the
Committee independent directors of the company is available on the
website of the Company (URL:https://www.odysseytec.com/
Audit Committee Member 4 4 pdf/Familiarization_2020-21.pdf)
Mr. G.Rajasekaran
Nomination & Chairman 1 1
Remuneration Committee The Board has identified the following skills/
expertise/competencies fundamental for the effective
Audit Committee Chairman 4 4 functioning of the Company which are currently available with
the Board:
Mr.Kurilla Srinivas Rao Remuneration Committee
Stakeholders Relationship Member 1 1

Committee
Technological A significant background in technology, resulting in
Background the knowledge of how to anticipate technological
Stakeholders Relationship Chairperson 1 1 trends, generate disruptive innovation, and extend
Committee or create new business model, conceiving, designing
Dr.Rani Radhakrishnan and development of new products.
Remuneration Committee
Strategy and Appreciation of long-term trends, strategic choices
g. Details of Shares held by the Directors as at 31.03.2021 Planning and experience in guiding and leading management
teams to make decisions in uncertain environments,
Strategizing Marketing and Sales, Customer Support
Name of the Director No.of Shares
and Relationships.
Mr.B Robert Raja 77,79,955

Finance and Financial Accounting Management, Tax Management,
Mr.B.Antony Raja 2,03,000 General Human Resource and Legal Processes Management,
Mr.G. Rajasekaran NIL Administration Banking, Fund Raising and Treasury Management,
Procurement, Infrastructure and facilities management,
Mr.Kurilla Srinivas Rao NIL stakeholder relationship management, General
Dr.Rani Radhakrishnan NIL administration of day to day activities and expenditure
control.
h. Other information
The Company holds at least four meetings of the Board of
Directors every year. Information to the Directors is Laws and Policies Awareness of the existing laws, regulations and policies
submitted along with the Agenda well in advance of the applicable to the Company thereby ensuring proper
Board meetings enabling them to come prepared on the and timely legal, statutory and regulatory compliances
meeting day. Inputs and feedback of the Board members and appropriate application of the policies to the
are taken and considered while preparing the Agenda and advantage of the Company.
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 Administrative Skills Entrepreneurial skills and Administrative skills,
the business plan, budgets, capex, quarterly results and (comprising of management skills, communication
limited review by auditors, minutes of the meetings of
sub-committees, regulatory notices and reply, agreements skills, ability to plan, co-ordinate, organize, and
and business partnerships entered into with others, research effectively) coupled with the unique
statutory compliances, internal rules, regulations, perspective, understanding and empathy.
formalities, ethics & procedures and other matters in
ordinary course of business.

In compliance with SEBI (Listing Obligations and The Audit Committee acts in accordance with the terms of
Disclosure Requirements) Regulations, 2015 as reference as specified by the Board, pursuant to the
amended, the specific areas of focus or expertise of provisions of Section 177 of the Act read with Companies
individual Directors have been highlighted in the table (Meetings of Board and its Powers) Rules, 2014 and
below : Regulation 18 and Part C of Schedule II of SEBI Listing
Regulations, as may be amended. The terms of reference
Key Board Qualifications inter-alia include:
Strategy Finance and Recommending the appointment, remuneration and

Technological Laws and Administrative
and General terms of appointment of auditors of the company;
Background Policies skills
Name of the Director Planning Administration
Examining the financial statement and the auditors’ report
Area of Expertise thereon;
Mr. B. Robert Raja Reviewing, with the management, the quarterly financial
statements before submission to the Board for approval;
Mr. B. Antony Raja
Approval or any subsequent modification of transactions
of the company with related parties;
Mr.G. Rajasekaran -
Evaluating the internal financial controls and risk
Mr. Kurilla Srinivas Rao - management systems;
Calling for the comments of the auditors about internal

Dr. Rani Radhakrishnan -
control systems, the scope of audit, including the
observations of the auditors and review of financial
*Mr.Ravi Srinivasan - statement before their submission to the Board and also
discuss any related issues with the internal and statutory
*Appointed as Additional Director (Non-Executive,
auditors and the management of the company.
Non-Independent) with effect from August 11,2021. Reviewing the functioning of the whistle blower
mechanism.
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 b) Meetings and Attendance during the year.
independence as mentioned under Regulation 16(1)(b) of
the SEBI Listing Regulations and that they are No. of No. of
independent of the management. Name of the Member meetings meetings
held attended
3) Audit Committee
The Audit Committee is constituted in line with the Mr.Kurilla Srinivas Rao 4 4
provisions of Section 177 of the Companies Act, 2013 read
with Companies (Meetings of Board and its Powers) Rules, Mr. G. Rajasekaran 4 4
2014 and Regulation 18 of SEBI Listing Regulations, as
may be amended from time to time. Mr. B. Antony Raja 4 4
a) Composition and terms of reference. 4) Nomination & Remuneration Committee

The Audit Committee comprises of three members: The Nomination and Remuneration Committee is
constituted in line with the provisions of Section 178 of the
Executive/ Companies Act, 2013 read with Companies (Meetings of
Sl.No. Name of the Profile
Non-Executive/ Board and its Powers) Rules, 2014 and Regulation 19 of
Member
Independent SEBI Listing Regulations, as may be amended from time to
time.
1 Mr.Kurilla Srinivas Independent, Chairman
Rao Non-Executive a) Composition, Meetings and terms of reference.
The committee met one time during the year on January 28,
2 Mr.G.Rajasekaran Independent, Member 2021.The Composition of the Committee and attendance
Non-Executive particulars are given below:
3 Mr.B.Antony Raja Promoter, Member

Executive
Ms. B. Purnima, Company Secretary is the Secretary to the

Committee. All the members of the Audit Committee are
financially literate

Directors from time to time. The Company’s Policy on
Sl.No. Name of the Executive/ Profile No. of No. of director’s appointment and remuneration including criteria
Member Non-Executive/ meetings meetings for determining qualifications, positive attributes,
Independent independence of a director and other matters provided
held attended
under Section 178 (3) of the Act is available on the website
of the Company at http://www.odysseytec.com/
1 Mr.G.Rajasekaran Independent, Chairman 1 1 Documents/OtherDocs/Nomination_&_Remuneration_
Non-Executive Policy.pdf.
2 Mr.KurillaSrinivas Independent, Member 1 1 d) Details of remuneration to Directors during the year
Rao Non-Executive The aggregate value of salary and perquisites for the year
ended March 31, 2021 paid to the Executive Directors are
3 Dr. Rani Independent, Member 1 1 as follows:
Radhakrishnan Non-Executive
Mr. B Robert Raja Rs. 48,00,000
4 Mr. B. Robert Raja Promoter, Member 1 1 Chairman & Managing Director
Executive
Mr. B Antony Raja Rs. 36,00,000
Whole-time Director & CFO
Ms B. Purnima acts as the Secretary to the Committee.
The break-up of the above aggregate is detailed below:
The terms of reference of the Committee include:-
B Robert Raja, B Antony Raja,
To identify persons who are qualified to become directors Chairman & Whole-time
and who may be appointed in senior management in Managing Director Director & CFO
accordance with criteria laid down and recommend to the
Board their appointment and removal; Category Promoter Director Promoter Director
To carry out evaluation of every director’s performance; *Relationship with Relative of Relative of
directors Mr.B.Antony Raja Mr.B.Robert Raja
To formulate criteria for determining qualifications, positive Salary 41,40,000 26,40,000
attributes and independence of a director and recommend (paid during the year)
to the Board a policy relating to the remuneration for
directors, key managerial personnel and other employees; Allowances 2,28,000 6,39,600
(paid during the year)
To formulate criteria for evaluation of performance of
Commission / 0 0
independent directors and Board of Directors;
Incentives
To devise a policy on diversity of Board of Directors; Other annual 4,32,000 3,20,400
components
To decide whether to extend or continue the term of
appointment of the independent director, on the basis of Deferred benefits 0 0
the report of performance evaluation of independent Stock options granted 0 0
directors. during the year
b) Performance Evaluation Criteria for Independent Sitting fees 0 0
Directors
The performance evaluation criteria for independent *There are no inter-se relationships between the other Board
directors is determined by the Nomination and members.
Remuneration Committee. An indicative list of factors that
are evaluated include participation and contribution by a e) Sitting fee paid to Non-executive Directors
director, commitment, effective deployment of knowledge [Amount in Rs.]
and expertise, effective management of relationship with
stakeholders, integrity and maintenance of confidentiality Name of Non-Executive Sitting Fees
and independence of behaviour and judgement. Independent Directors paid during 2020-21
Mr. KurillaSrinivas Rao 1,40,000

c) Company’s policy on director’s appointment, Mr.G.Rajasekaran 1,30,000
remuneration and other matters
The Remuneration policy is directed towards rewarding Dr. Rani Radhakrishnan 1,00,000
performance based on review of achievements on a Total 3,70,000
periodical basis. The remuneration policy is in
consonance with the existing industry practice and is Apart from the above payments, there were no other
designed to create a high performance culture. It enables payments made to the Non-executive Directors.
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

5) Stakeholders Relationship Committee The Share Transfer Committee is empowered to consider and
The Stakeholders Relationship Committee is constituted in approve physical transfer, transmission, issue of duplicate
line with the provisions of Section 178 of the Companies share certificates, etc,. of shares of the company. Mr. B. Antony
Act, 2013 and Regulation 20 of SEBI Listing Regulations, Raja, WTD & CFO and Ms. B. Purnima, Company Secretary
as may be amended from time to time. were members of this Committee. The company has not
received any complaints from the shareholders during the year
The Committee met one time during the year on January under review.
28, 2021.
Name, Designation & address of Compliance Officer:
The composition of the Committee and details of the
meetings attended by its members during the year Ms.B. Purnima
2020-21 are given below: Company Secretary & Compliance Officer
Odyssey Technologies Limited
Name of the Executive/ Profile No. of meetings
63, Taylors Road,
Member Non-Executive/ during the financial
Kilpauk, Chennai-600 010.
Independent year 2020-21
Held Attended
Dr. Rani Non-executive Chairperson 1 1

Radhakrishnan Independent
Mr. KurillaSrinivas Non-executive Member 1 1
Rao Independent
Mr. B. Antony Raja Promoter, Member 1 1

Executive
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
2018 28th 10-09-2018 at Nil

3:00 P.M
2019 29th 25-09-2019 at 1. Re-appointment of Mr.G.Rajasekaran

3:00 P.M (DIN:03194244) as an Independent Director of the
Company for a second term of five consecutive years
commencing with effect from 1st April, 2019 up to
31st March, 2024.
2. Re-appointment of Mr.Kurilla Srinivas Rao

(DIN:06554764) as an Independent Director of the
Company for a second term of five consecutive years Beverly Hotel,
commencing with effect from 1st April, 2019 up to 1st Floor,
st
31 March, 2024. 17, Rajarathinam Road,
Kilpauk,
3. Approval for payment of remuneration to Mr.B.Robert Chennai- 600010.
st
Raja w.e.f. 1 April, 2019 as per SEBI (Listing
Obligations and Disclosure) (Amendment)
Regulations, 2018.
4. Approval for payment of remuneration to Mr.B.Antony

Raja w.e.f. 1st April, 2019 as per SEBI (Listing
Obligations and Disclosure Requirements)
(Amendment) Regulations, 2018.
5. Approval of Odyssey Technologies Limited

Employees Stock Option Scheme 2019 (“ESOP
Scheme 2019”) for the eligible employees of the
Company.

Year AGM Date & Time Special Resolutions passed Venue
2020 30th 16-09-2020 at 1. Re-appointment of Mr. B. Robert Raja

3:00 P.M (DIN:00754202) as Chairman and Managing 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, liable Conferencing (“VC”) /
to retire by rotation, with effect from 1st April 2020 up Other Audio Visual
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.
b) There were no matters requiring approval of the e) As required under the SEBI Listing Regulations, a certificate
members through Postal Ballot in the year under has been received from M/s B. Ravi & Associates,
review. Practising Company Secretaries confirming that none of the
Directors on the Board of the Company has been debarred
c) None of the businesses proposed to be transacted at or disqualified from being appointed or continuing as
the ensuing AGM requires passing of a special Directors of companies by the Securities and Exchange
resolution through postal ballot. Board of India, Ministry of Corporate Affairs or any such
statutory authority. The said certificate is attached to the
7. Affirmations and Disclosures Corporate Governance Report.
a) Disclosures have been made in the respective financial
statements presented in the Annual Report, on materially f) Details pertaining to the fees paid to the Statutory Auditors of
significant related party transactions i.e. transactions of the the company have been disclosed under Note 23 of the
company of material nature, with its Promoters, the Financial Statements forming part of the Annual Report
Directors or the Management, their subsidiaries or 2020-21.
relatives etc,. The company did not undertake any
transaction with any related party having potential conflict g) Details pertaining to the number of complaints filed and
with the interests of the company at large. The Policy on disposed of during the year 2020-21 and pending as on 31st
related party transactions, approved by the Board is March 2021 in relation to the Sexual Harassment at
available on the website of the Company at Workplace (Prevention, Prohibition and Redressal) Act,
http://www.odysseytec.com/Documents/OtherDocs/ 2013 have been disclosed in the Board’s Report, forming
Policy_on_Related_Party_Transactions.pdf part of the Annual Report 2020-21.
b)The Company has complied with all statutory requirements h) The company has fully complied with the applicable
and no penalty or stricture has been imposed on the mandatory requirements as prescribed under SEBI Listing
company by the stock exchanges or Securities and Regulations. The Company has duly fulfilled the following
Exchange Board of India (SEBI) or any other statutory discretionary requirements as prescribed in Part E of
authority on any matter related to the capital markets Schedule II of SEBI Listing Regulations :-
during the last three years.
i. The Company’s financial statements for the year ended
c) The Company has adopted a whistle blower policy, which 31st March 2021 does not contain any modified audit
provides an avenue for the Directors and employees to raise opinion.
concerns of any violations of Code of Conduct, incorrect or
misrepresentation of any financial statements and reports, ii. In accordance with the provisions of Section 138 of the
unethical behavior, etc. The policy provides adequate Companies Act, 2013, the Company has appointed an
safeguards to employees reporting such violations to the Internal Auditor who reports to the Audit Committee.
Company. No employee has been denied access to the Audit Quarterly Internal Audit Reports are submitted to the
Committee. The said Policy is also available on the website Audit Committee which reviews the audit reports and
of the Company at http://www.odysseytec.com/Documents/ suggests necessary action.
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

8. CEO / CFO Certification f) Market Price data (BSE par value of share: Rs. 10)
A certificate obtained from Mr. B Robert Raja, Chairman &
Managing Director and Mr. B Antony Raja, Whole-time Month Month's High Month's Low
Director & CFO, as specified in Part B of Schedule II
pursuant to Regulation 17 (8) of SEBI Listing Regulations Price(Rs.) Price(Rs.)
was placed before the Board of Directors at their meeting April-2020 21.25 12.87
held on 21st June 2021.
May-2020 22.70 15.60
9. Means of communication June-2020 28.60 17.00
a) The Quarterly results in the prescribed format are July-2020 27.20 18.15
published in the News papers (‘Trinity Mirror’-English and
‘Makkal Kural’-Tamil) as required under SEBI Listing August-2020 36.50 17.25
Regulations. September-2020 32.20 25.65
b) Company’s quarterly financial results and press October-2020 29.60 22.55
releases are posted on the company’s website November-2020 26.00 21.50
www.odysseytec.com
c) The detailed Management Discussion and Analysis Report December-2020 28.60 22.25
forms part of the annual report for the year. January-2021 32.70 23.40
d) Investor FAQs have been uploaded in the website of the February-2021 27.45 22.10
Company at http://www.odysseytec.com/investors.The March-2021 61.15 22.00
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 g) Relative movement chart
updated from time to time as may be required. The chart below gives the relative movement of the closing
price of the Company’s share and the closing price of the
10. General shareholder information BSE Sensex. The period covered is April 01, 2020 to March
a) Annual general meeting 31, 2021
90
85
Number : Thirty First Annual General Meeting
80
Date and time : September 22, 2021 at 3.00 p.m. 75
Venue/Mode : through Video Conferencing (VC)/ 70
Other Audio Visual Means 65
60
(OAVM).Deemed venue of the AGM
55
shall be the Registered Office of the 50
Company. 45
40
35
Financial Calendar for the year ending 31st March 2022 30
25
Tentative Calendar : 20
15
First quarter results - Second week of August 2021
10
Second quarter results - Last week of October 2021 5
Third quarter results - Last week of January 2022 0
Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Oct-20 Nov-20 Dec-20 Jan-21 Feb-21 Mar-21
Fourth quarter results - Second week of May 2022
b) Date of book closure

M onday, 20 t h S eptember, 2021 to Wednesday, OTL BSE
22nd September, 2021 (both days inclusive)
c) Dividend payment date h) Registrar & Share Transfer Agents

The Board has not recommended any dividend for the year M/s Cameo Corporate Services Limited
under review. “Subramanian Building”
1, Club House Road
d) Listing on stock exchanges Chennai 600 002
Presently, the shares of our Company [Scrip Code- Phone : 91 44 2846 0390
530175] are listed with BSE Limited. Fax : 91 44 2846 0129
Email (for all investor queries & grievances):
BSE Limited [email protected]
PhirozeJeejeebhoy Towers Email (for non receipt of annual reports):
Dalal Street [email protected]
Mumbai-400 001. Website :www.cameoindia.com
Annual Listing Fee for FY 2020-21 has been paid to Any correspondence regarding share transfers, share
BSE Ltd. certificates, change of address etc. can be sent to Registrar
and Share Transfer Agents.
e) Stock code
BSE Scrip name - ODYSSEYTEC i) Share transfer system
Scrip code - 530175 At present, transfers of shares received in physical form are
Demat ISIN INE213B01019 processed and the share certificates are returned within a

period of 30 days from the date of receipt, subject to the m) Dematerialization of shares and liquidity
documents being valid and complete in all aspects. The Company’s shares are traded in dematerialized form in
BSE Ltd. Equity shares of the Company representing
j) Reconciliation of Share Capital Audit 99.10% of the paid up equity share capital of the company
A q u a l i fi e d P r a c t i c i n g C o m p a n y S e c r e t a r y, are dematerialized as on March 31, 2021.
Mr. M Damodaran has carried out reconciliation of Share
Capital Audit for every quarter to reconcile the share n) Declaration by the Managing Director under SEBI
capital held with depositories and in physical form with the Listing Regulations regarding compliance with Code
issued/listed capital. The audit confirms that the total of Conduct:
issued/paid-up/listed share capital is in agreement with the In accordance with SEBI Listing Regulations, I hereby
aggregate total number of shares in physical form and the confirm that, all members of the board of directors and
total number of the dematerialized shares held with NSDL senior management personnel of the company have
and CDSL. affirmed compliance with the Code of Conduct, as
applicable to them, for the financial year ended
k) Distribution of shareholding as on March 31, 2021 March 31,2021.
o) Office location
No. of shares No. of Percentage No. of Percentage Registered office
holders shares held 5th Floor, Dowlath Towers,
63, Taylors Road, Kilpauk,
Up to 500 4067 79.90 565908 3.59
Chennai-600 010.
501-1000 416 8.17 357668 2.27
p) Address for correspondence
1001-2500 297 5.83 508995 3.23
2501-5000 121 2.38 463696 2.95 i) Investor correspondence
For transfer/dematerialization of shares, change of
5001-10000 73 1.43 524294 3.33
address and any other query in relation to the shares of the
10001-20000 57 1.12 862796 5.48 company, for the shares held in physical form (concerned
DP can be approached for shares held in demat form):
20001-30000 14 0.28 352541 2.24
30001-40000 8 0.16 284522 1.81 M/s Cameo Corporate Services Limited
40001-50000 6 0.12 273639 1.74
“Subramanian building”
1, Club House Road, Chennai 600 002
50001-100000 21 0.41 1589205 10.09 Phone 91 44 2846 0390
100001 & above 10 0.20 9962911 63.27 Email (for all investor queries & grievances):
[email protected]
5090 100.00 15746175 100.00 Email (for non receipt of annual reports):
[email protected]
l) Shareholding per category as on March 31, 2021
ii) For any query on annual report
Physical Demat Total
Category Percent B.Purnima
shares shares shares
Company Secretary & Compliance Officer
Shareholding of Odyssey Technologies Limited
Promoter& Promoter 5th Floor, Dowlath Towers,
Group 63, Taylors Road, Kilpauk,
Individuals / Hindu Chennai-600 010.
Undivided Family 0 8735552 8735552 55.48
Phone: 91 44 2645 0082/83
Bodies Corporate 0 0 0 0.00 Email: [email protected]
Promoter group 0 8735552 8735552 55.48

Public Shareholding
Foreign investors 0 64265 64265 0.41 Place: Chennai B Robert Raja
Clearing Members 0 39249 39249 0.25
Corporate Bodies 2900 308932 311832 1.98

Trusts 0 100 100 0.00
Individuals 138280 6456897 6595177 41.88
Other than Promoters 141180 6869443 7010623 44.52
Total 141180 15604995 15746175 100.00

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 2021,
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
21st June 2021 UDIN:21230158AAAAHG6421

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 5 th 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 31.03.2021, 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
Place: Chennai Firm Registration Number: P2016TN052400
Date : 24.06.2021 UDIN: F001810C000508195

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, 2021, 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, 2021, 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 judgement, 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 onerous obligations in Principal Audit Procedures

respect of fixed price contracts involves critical
estimates: Our audit approach was a combination of test of internal
controls and substantive procedures which included the
Estimated effort is a critical estimate to determine following:
revenues and liability for onerous obligations. This
estimate has a high inherent uncertainty as it requires Evaluated the design of internal controls relating to
consideration of progress of the contract, efforts recording of efforts incurred and estimation of efforts
incurred till date and efforts required to complete the required to complete the performance obligations.
remaining contract performance obligations.
Tested the access and application controls pertaining to
Refer Note 2(iv) to the Financial Statements. time recording, allocation and budgeting systems which
prevents unauthorized changes to recording of efforts
incurred.
Selected a sample of contracts and through inspection

of evidence of performance of these controls, tested the
operating effectiveness of the internal controls relating
to efforts incurred and estimated.
Selected a sample of contracts and performed a

retrospective review of efforts incurred with estimated
efforts to identify significant variations and verify
whether those variations have been considered in
estimating the remaining efforts to complete the
contract.
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 Board of Directors are responsible for assessing the Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern 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.
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.

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, 2016 (“the Order”) issued by the Central Government of India in terms
of sub-section (11) of section 143 of the Act, we give in the Annexure-A, a statement on the matters specified in paragraphs 3
and 4 of the Order, to the extent applicable.
2. 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, 2021, and taken on record by the Board
of Directors, none of the directors is disqualified as on March 31, 2021, 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;
g) With respect to the matter to be included in the Auditors’ Report in accordance with the requirements under section 197(16)
of the Act, as amended:
In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its
directors during the year is in accordance with the provisions of Section 197 of the Act.
With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, as amended, 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 provision need to be made.
(iii) the company has no unpaid dividends that is required to be transferred to the Investors Education and Protection Fund.

(Arun Kumar Ghadei)

Partner
21st June 2021 UDIN: 21230158AAAAHF6821

ANNEXURE – A TO THE AUDITORS' REPORT
The Annexure referred to in Para 1 of our Independent Auditors’ Report to the members of the Company on the financial
statements for the year ended 31st March 2021:
(i) In respect of Company’s fixed assets:
(a) The company has maintained proper records showing full particulars including quantitative details and situation of fixed
assets.
(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a
phased manner, in our opinion the 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 are held in the name of the Company.
(ii) The Company is a service company, primarily rendering software services. Accordingly, it does not hold any physical
inventories. Thus, paragraph 3(ii) of the Order is not applicable to the Company.
(iii) The Company has not granted any loan to Companies, firms or parties covered in the register maintained under Section 189
of the Companies Act, 2013.
(iv) In our opinion and according to the information and explanations given to us, the Company has not given any loans and has
not made any investments in accordance with the provisions of Section 185 and 186 of the Act. Thus, 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, Duty of Customs, Duty of Excise,
Value added Tax, Cess and any other statutory dues to the appropriate authorities.
(b) 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 2021 for a period of more than six months from
the date they became payable.
(c) According to the information and explanations 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 which have not been deposited by the
Company on account of disputes.
(viii) In our opinion and according to the information and explanation given to us, the company has not defaulted in the payment of
loans or borrowings to the banks. There are no loans or borrowings from government, financial institutions and debenture
holders.
(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term
loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable to the Company.
(x) According to the information and explanations given to us, no fraud by the company or no material fraud on the Company by
its officers or employees has been noticed or reported during the course of our audit.
(xi) According to the information and explanations give to us and based on our examination of the records of the Company, the
Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the
provisions of Section 197 read with Schedule V to the Act.
(xii) In our opinion and according to the information and explanations 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 accounting standards.

(xiv) According to the information and explanations give to us and based on 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 under review. Hence, reporting under paragraph 3 (xiv) of the Order is not applicable to the Company.
(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) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act 1934.

(Arun Kumar Ghadei)

Partner
ANNEXURE – B TO THE 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 2021 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 2021, 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

Balance Sheet as at March 31, 2021
(Rs. in Lakhs unless otherwise stated)
Particulars As at As at
S.No Note Mar 31, 2021 Mar 31, 2020
ASSETS
1 Non-current assets
(a) Property, Plant and Equipment 3 1,022.11 1,067.49
(b) Other Intangible assets 4 1,178.22 1,438.46
(c) Financial Assets
(i) Loans 5 (i) 0.11 0.11
(ii) Other Financial Assets 5 (ii) 38.43 38.28
(d) Income Tax Assets 6 17.92 19.67
(e) Other Non-current Assets 7 11.14 -
Total non-current assets 2,267.93 2,564.01
2 Current assets
(a) Financial Assets
(i) Trade receivables 8 (i) 556.20 423.62
(ii) Cash and cash equivalents 8 (ii) 1,023.32 1,055.68
(iii) Loans 8 (iii) 1.00 2.13
(iv) Other Financial Assets 8 (iv) 23.10 14.40
(b) Income Tax Assets 9 323.09 329.27
(c) Other current assets 10 8.26 8.91
Total current assets 1,934.97 1,834.01
Total Assets 4,202.90 4,398.02
EQUITY AND LIABILITIES

Equity
(a) Equity share capital 11 (b) 1,574.62 851.20
(b) Other Equity 12 2,270.81 2,794.78
Total Equity 3,845.43 3,645.98
LIABILITIES
1 Non-current liabilities
(a) Financial Liabilities
(i) Borrowings 13 - 344.44
(b) Deferred tax liabilities (Net) 14 (d) 115.90 93.75
Total non-current liabilities 115.90 438.19
2 Current liabilities
(a) Financial Liabilities
(i) Borrowings 15 (i) - 121.85
(ii) Trade Payables
(1)Dues to micro enterprises and small enterprises 15 (ii) (a) 1.89 107.53
(2) Dues to creditors other than micro and small enterprises 15 (ii) (b) 9.11 9.30
(b) Income Tax Liabilities 16 40.47 10.01
(c) Other current liabilities 17 190.10 65.16
Total current liabilities 241.57 313.85
Total Equity and Liabilities 4,202.90 4,398.02
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 : 21st June, 2021

Statement of Profit and Loss for the year ended March 31, 2021
Particulars Year ended Year ended

S.No Note
Mar 31, 2021 Mar 31, 2020
I Revenue from operations 18 1,659.07 1,764.73

II Other income 19 76.11 81.38
III TOTAL INCOME (I+II) 1,735.18 1,846.11
IV Expenses
Purchases of stock-in-trade 20 0.73 168.63
Employee benefits expense 21 948.41 923.95
Finance costs 22 31.08 50.00
Depreciation and amortisation expense 3&4 362.96 414.88
Other expenses 23
156.51 206.29
TOTAL EXPENSES (IV) 1,499.69 1,763.75
V PROFIT BEFORE TAX (III-IV) 235.49 82.36
VI Tax expense
(a) Current tax / MAT 16 40.47 10.01

Less : MAT Credit entitlement (20.27) (10.01)
(b) Deferred tax 14 (b&c) 22.15 37.01
TOTAL TAX EXPENSE (VI) 42.35 37.01
VII PROFIT FOR THE YEAR (V-VI) 193.14 45.35
VIII OTHER COMPREHENSIVE INCOME (OCI) / (LOSSES)

(a) Items that will not be reclassified subsequently to Profit or Loss
(i) Remeasurement of defined employee benefit plan 8.06 (29.44)
(b) Income tax relating to Items that will not be reclassified to
profit or loss 6 (1.75) 6.41
TOTAL OTHER COMPREHENSIVE INCOME / (LOSSES) (VIII) 6.31 (23.03)
IX TOTAL COMPREHENSIVE INCOME FOR THE YEAR (VII+VIII) 199.45 22.32
X 1.23 0.29
Weighted average number of equity shares 27 15,746,175 15,746,175

M No : 230158
Place: Chennai

Cash flows statement for the year ended March 31, 2021
S.No Particulars Year ended Year ended

Mar 31, 2021 Mar 31, 2020
A Cash flow from operating activities

Net Profit before tax, per statement of profit and loss 235.49 82.36
P&L adjustments:
Depreciation & Amortisation 362.96 414.88
Interest & Finance charges 31.08 50.00
Interest income (70.02) (64.22)
Net gain on investments with Liquid funds (BSL-FRF Short Term) (1.61) (3.54)
Profit on sale of assets - (2.13)
Gratuity contribution (3.08) 0.68
Bad Debts 5.59 12.93
Operating profit before changes in working capital 560.41 490.96
Adjustments in Working Capital Changes:

Decrease/(increase) in trade receivables (138.17) (155.69)
Decrease/(increase) in current financial assets (7.56) 3.21
Increase/(decrease) in trade payables, other liabilities and provisions 19.12 6.92
Changes in other current assets 0.65 0.14
Operating profit after changes in working capital before Tax 434.45 345.54
Income Tax Paid (adjustment of refunds) 16.42 (65.11)
Net Cash generated from operating activities (A) 450.87 280.43
B Cash flow from investing activities

Purchase of fixed assets (57.34) (93.89)
Proceeds from Sale of Assets - 5.19
Investment in Deposits - Long Term (0.15) (21.41)
Interest received 70.02 64.22
Net gain on investments with Liquid funds (BSL-FRF Short Term) 1.61 3.54
Net cash generated/(used) in investing activities (B) 14.14 (42.35)
C Cash flow from financing activities

Borrowings net of repayments (466.29) (108.88)
Interest paid (31.08) (50.00)
Net cash generated/(used) in financing activities (C) (497.37) (158.88)
D Net increase/ (decrease) in cash and cash equivalents (A+B+C) (32.36) 79.20
Cash and cash equivalents at the beginning of the year 1,055.68 976.48
Cash and cash equivalents at the end of the year (Note No.8 (ii)) 1,023.32 1,055.68
M No : 230158
Place: Chennai

Statement of changes in Equity
A. EQUITY SHARE CAPITAL (Rs. in Lakhs unless otherwise stated)
As at As at
Particulars
Mar 31, 2021 Mar 31, 2020
Equity Share Capital 851.20 851.20

Changes in equity share capital during the year :
Equity shares allotted (72,34,200 equity shares of Rs.10/- each) 723.42 -
(Provisioned under 'Other Equity' in FY 2018-19 and was pending for allotment
on account of amalgamation)
Balance as at March 31, 2021 1,574.62 851.20
B. OTHER EQUITY (Rs. in Lakhs unless otherwise stated)

Attributable to equity holders of the Company
Reserves and Surplus OCI
Pending for Capital Securities Retained Capital Share capital Actuarial
Particulars allotment on Reserve Premium Earnings Redemption of Transferor gain/(loss) Total
account of reserve Reserve Company on employee
Amalgamation defined
benefit fund
recognised
in OCI
Balance as at April 01,2019 723.42 1,147.45 571.78 330.39 28.39 6.39 (35.36) 2,772.46
Total Comprehensive income for
the year ended March 31, 2020
Profit for the period - - - 45.35 - - - 45.35
Other Comprehensive
Income / (Loss) (net of Taxes) - - - - - - (23.03) (23.03)
Balance as at March 31, 2020 723.42 1,147.45 571.78 375.74 28.39 6.39 (58.39) 2,794.78
Balance as at April 01,2020 723.42 1,147.45 571.78 375.74 28.39 6.39 (58.39) 2,794.78
Equity shares allotted on account
of amalagamation (723.42) - - - - - - (723.42)
(Provisioned in FY 2018-19 and
was pending for allotment)
Capital Redemption Reserve
credited pursuant to Amalgamation
in FY 2018-19 is consolidated and - 28.39 - - (28.39) - - -
reported under Capital Reserve
Share capital of transferor company
credited pursuant to Amalgamation - 6.39 - - - - -
in FY 2018-19 is consolidated and (6.39)
reported under Capital Reserve
Total Comprehensive income for
the year ended March 31, 2021
Profit for the period - - - 193.14 - - - 193.14
Other Comprehensive
- - - - - - 6.31 6.31
Income / (Loss) (net of Taxes)
Balance as at March 31, 2021 - 1,182.23 571.78 568.88 - - (52.08) 2,270.81
M No : 230158
Place: Chennai

st
NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2021
1. CORPORATE INFORMATION:
Odyssey Technologies Limited is a Public Limited company Valuation of deferred tax assets
incorporated in the year 1990 under the Companies Act, 1956
with registered office located at 5th Floor, Dowlath Towers, The Company reviews the carrying amount of deferred tax
63, Taylors Road, Kilpauk, Chennai - 600 010. The Company assets at the end of each reporting period.
is engaged in the Business of Software development with
primary focus on information security products built around Information about critical judgments in applying accounting
the Public Key Infrastructure and cryptography, and the policies, as well as estimates and assumptions that have the
related services. most significant effect to the carrying amounts of assets and
liabilities within the next financial year, are included in the
2. SIGNIFICANT ACCOUNTING POLICIES: following notes:
(i) Statement of Compliance a. Measurement of Defined Benefit Obligation – (Note : 24)
The financial statements have been prepared in accordance b. Recognition of Deferred Tax Liabilities – (Note : 14)
with the Indian Accounting Standards (hereinafter referred to
as 'Ind AS') as prescribed under section 133 of the (iv) Revenue Recognition
Companies Act, 2013 read with Companies (Indian
Accounting Standards) Rules as amended from time to time. The Company derives revenues primarily from the licensing
of software products, solutions and the related services.
(ii) Basis of Preparation
Revenue is recognised upon transfer of control of promised
The financial statements have been prepared on accrual and products or services to customers in an amount that reflects
going concern basis. All assets and liabilities have been the consideration which the Company expects to receive in
classified as current or non-current as per the Company's exchange for those products or services.
normal operating cycle and other criteria as set out in the
Division II of Schedule III to the Companies Act, 2013. Based Revenue from time and material and job contracts if any, is
on the nature of products supplied / services rendered to recognised on output basis measured by units delivered,
customers and the time elapsed between supply / delivery efforts expended, number of transactions processed, etc.
and their realization in cash and cash equivalents, the
Company has ascertained its operating cycle as 12 months Revenue related to fixed price maintenance and support
for the purpose of current or non-current classification of services contracts where the Company is standing ready to
assets and liabilities. provide services is recognised based on time elapsed mode
and revenue is straight lined over the period of performance.
The statement of Cash flows is prepared using the indirect
method, whereby profit before tax is adjusted for the effects of In respect of other fixed-price contracts, revenue is
transactions of a non-cash nature, any deferrals or accruals recognised using percentage-of-completion method ('POC
of past or future operating cash receipts or payments and method') of accounting with contract costs incurred
item of income or expenses associated with investing or determining the degree of completion of the performance
financing cash flows. The cash flows from operating, obligation. The contract costs used in computing the
investing and financing activities of the Company are revenues include cost of fulfilling warranty obligations.
segregated.
Revenue from the sale of distinct internally developed
These financial statements are prepared under the historical software and manufactured systems and third party software
cost convention unless otherwise indicated. is recognised upfront at the point in time when the system /
software is delivered to the customer. In cases where
(iii) Use of estimates and Judgements implementation and / or customisation services rendered
significantly modifies or customises the software, these
The preparation of financial statements requires services and software are accounted for as a single
management to make judgments, estimates and performance obligation and revenue is recognised over time
assumptions in the application of accounting policies that on a POC method.
affect the reported amounts of assets, liabilities, income and
expenses. Actual results may differ from these estimates. Revenue from the resale of distinct third party hardware /
Continuous evaluation is done on the estimation and software is recognised at the point in time when control is
judgments based on historical experience and other factors, transferred to the customer.
including expectations of future events that are believed to be
reasonable. Revisions to accounting estimates are The solutions offered by the Company may include supply of
recognized prospectively. third-party equipment or software. In such cases, revenue for
supply of such third party products are recorded at gross or
Useful lives of property, plant and equipment net basis depending on whether the Company is acting as the
principal or as an agent of the customer. The Company
The Company reviews the useful life of property, plant and recognizes revenue in the gross amount of consideration
equipment at the end of each reporting period. This when it is acting as a principal and at net amount of
reassessment may result in change in depreciation expense consideration when it is acting as an agent.
in future periods.
Revenue is measured based on the transaction price, which is observable evidence that they pertain to one or more
is the consideration, adjusted for volume discounts, service distinct performance obligations.
level credits, performance bonuses, price concessions and
incentives, if any, as specified in the contract with the The Company uses judgement to determine an appropriate
customer. Revenue also excludes taxes collected from standalone selling price for a performance obligation. The
customers. Company allocates the transaction price to each
performance obligation on the basis of the relative
Contract assets are recognised when there is excess of standalone selling price of each distinct product or service
revenue earned over billings on contracts. Contract assets promised in the contract. Where standalone selling price is
are classified as unbilled revenue (only act of invoicing is not observable, the Company uses the expected cost plus
pending) when there is unconditional right to receive cash, margin approach to allocate the transaction price to each
and only passage of time is required, as per contractual distinct performance obligation.
terms.
The Company exercises judgement in determining whether
Unearned revenue (“contract liability”) is recognised when the performance obligation is satisfied at a point in time or
there is billings in excess of revenues. over a period of time. The Company considers indicators
such as how customer consumes benefits as services are
The billing schedules agreed with customers include periodic rendered or who controls the asset as it is being created or
performance based payments and / or milestone based existence of enforceable right to payment for performance to
progress payments. Invoices are payable within contractually date and alternate use of such product or service, transfer of
agreed credit period. significant risks and rewards to the customer, acceptance of
delivery by the customer, etc.
In accordance with Ind AS 37, the Company recognises an
onerous contract provision when the unavoidable costs of Revenue for fixed-price contract is recognised using
meeting the obligations under a contract exceed the percentage-of-completion method. The Company uses
economic benefits to be received. judgement to estimate the future cost-to-completion of the
contracts which is used to determine the degree of
Contracts are subject to modification to account for changes completion of the performance obligation.
in contract specification and requirements. The Company
reviews modification to contract in conjunction with the Contract fulfilment costs are generally expensed as incurred
original contract, basis which the transaction price could be except for certain software licence costs which meet the
allocated to a new performance obligation, or transaction criteria for capitalisation. Such costs are amortised over the
price of an existing obligation could undergo a change. In the contractual period or useful life of licence whichever is less.
event transaction price is revised for existing obligation, a The assessment of this criteria requires the application of
cumulative adjustment is accounted for. judgement, in particular when considering if costs generate or
enhance resources to be used to satisfy future performance
The Company presents revenues net of indirect taxes and obligations and whether costs are expected to be recovered.
discounts in its statement of profit and loss.
Dividend income is recorded when the right to receive
Use of significant judgements in revenue recognition payment is established. Interest income is recognized using
the effective interest method.
The Company's contracts with customers could include
promises to transfer multiple products and services to a (v) Leases
customer. The Company assesses the products / services
promised in a contract and identifies distinct performance (a) Finance lease
obligations in the contract. Identification of distinct Assets taken on lease by the Company in its capacity as
performance obligation involves judgement to determine the lessee, where the Company has substantially all the risks and
deliverables and the ability of the customer to benefit rewards of ownership are classified as finance lease. Such
independently from such deliverables. leases are capitalised at the inception of the lease at lower of
the fair value or the present value of the minimum lease
Judgement is also required to determine the transaction price payments and a liability is recognised for an equivalent
for the contract. The transaction price could be either a fixed amount. Each lease rental paid is allocated between the
amount of customer consideration or variable consideration liability and the interest cost so as to obtain a constant
with elements such as volume discounts, service level periodic rate of interest on the outstanding liability for each
credits, performance bonuses, price concessions and year.
incentives. The transaction price is also adjusted for the
effects of the time value of money if the contract includes a (b) Operating lease
significant financing component. Any consideration payable Lease arrangements where the risks and rewards incidental
to the customer is adjusted to the transaction price, unless it is to ownership of an asset substantially vest with the lessor, are
a payment for a distinct product or service from the customer. recognised as operating lease. Operating lease payments
The estimated amount of variable consideration is adjusted in are recognised on a straight line basis over the lease term in
the transaction price only to the extent that it is highly the statement of profit and loss, unless the lease agreement
probable that a significant reversal in the amount of explicitly states that increase is on account of inflation.
cumulative revenue recognised will not occur and is
reassessed at the end of each reporting period. The (vi) Cost recognition
Company allocates the elements of variable considerations
to all the performance obligations of the contract unless there Costs and expenses are recognised when incurred and have
been classified according to their nature.

The costs of the Company are broadly categorised in liabilities are offset when they relate to income taxes levied by
employee benefit expenses, cost of equipment and software the same taxation authority and the relevant entity intends to
purchased, depreciation and amortisation expense and other settle its current tax assets and liabilities on a net basis.
expenses. Employee benefit expenses include salaries,
incentives and allowances, contributions to provident and Income tax assets (Note 9) include Minimum Alternate Tax
other funds and staff welfare expenses. (MAT) paid in accordance with the tax laws in India, to the
extent it would be available for set off against future current
Other expenses mainly include fees to external consultants, income tax liability. Accordingly, MAT is recognised as income
facility expenses, travel expenses, communication tax asset in the balance sheet when the asset can be
expenses, bad debts written off, allowance for doubtful trade measured reliably and it is probable that the future economic
receivable and advances (net) and other expenses. Other benefit associated with the asset will be realised.
expenses is an aggregation of costs which are individually not
material such as commission and brokerage, recruitment and (ix) Financial instruments
training, entertainment, etc.
Financial assets and liabilities are recognised when the
(vii) Foreign currency Company becomes a party to the contractual provisions of
the instrument. Financial assets and liabilities are initially
Foreign currency transactions are recorded at exchange measured at fair value. Transaction costs that are directly
rates prevailing on the date of the transaction. Foreign attributable to the acquisition or issue of financial assets and
currency denominated monetary assets and liabilities are financial liabilities (other than financial assets and financial
retranslated at the exchange rate prevailing on the balance liabilities at fair value through profit or loss) are added to or
sheet date and exchange gains and losses arising on deducted from the fair value measured on initial recognition of
settlement and restatement are recognised in the statement financial asset or financial liability.
of profit and loss. Non-monetary assets and liabilities that are
measured in terms of historical cost in foreign currencies are The Company derecognises a financial asset only when the
not retranslated. contractual rights to the cash flows from the asset expire, or
when it transfers the financial asset and substantially all the
(viii) Income taxes risks and rewards of ownership of the asset to another entity.
The Company derecognises financial liabilities when, and
Income tax expense comprises current tax expense and the only when, the Company's obligations are discharged,
net change in the deferred tax asset or liability during the year. cancelled or have expired.
Current and deferred taxes are recognised in statement of
profit and loss, except when they relate to items that are (a) Cash and cash equivalents
recognised in other comprehensive income or directly in Cash and cash equivalents comprise cash and cash on
equity, in which case, the current and deferred tax are also deposit with banks and financial institutions. The Company
recognised in other comprehensive income or directly in considers all highly liquid investments with a remaining
equity, respectively. maturity at the date of purchase of 12 months or less and that
are readily convertible to known amounts of cash to be cash
(a) Current income taxes equivalents.
The current income tax expense includes income taxes
payable by the Company for the year. (b) Financial assets at fair value through other
comprehensive income
(b) Deferred income taxes Financial assets are measured at fair value through other
Deferred income tax is recognised using the balance sheet comprehensive income if these financial assets are held
approach. Deferred income tax assets and liabilities are within a business whose objective is achieved by both
recognised for deductible and taxable temporary differences collecting contractual cash flows on specified dates that are
arising between the tax base of assets and liabilities and their solely payments of principal and interest on the principal
carrying amount, except when the deferred income tax arises amount outstanding and selling financial assets.
from the initial recognition of an asset or liability in a
transaction that is not a business combination and affects (x) Property, Plant and Equipment
neither accounting nor taxable profit or loss at the time of the
transaction. Property, plant and equipment are stated at cost, less
accumulated depreciation and impairment, if any. Costs
Deferred income tax assets are recognised to the extent that directly attributable to acquisition are capitalized until the
it is probable that taxable profit will be available against which property, plant and equipment are ready for use, as intended
the deductible temporary differences and the carry forward of by management.
unused tax credits and unused tax losses can be utilised.
Subsequent costs are included in the asset's carrying amount
The carrying amount of deferred income tax assets is or recognised as a separate asset, as appropriate, only when
reviewed at each reporting date and reduced to the extent it is probable that future economic benefits associated with
that it is no longer probable that sufficient taxable profit will be the item will flow to the Company and the cost of the item can
available to allow all or part of the deferred income tax asset be measured reliably. All other repairs and maintenance are
to be utilised. charged to the Statement of Profit and Loss during the period
in which they are incurred.
Deferred tax assets and liabilities are measured using
substantively enacted tax rates expected to apply to taxable Gains or losses arising on retirement or disposal of property,
income in the years in which the temporary differences are plant and equipment are recognised in the Statement of Profit
expected to be received or settled. Deferred tax assets and and Loss.

The Company depreciates property, plant and equipment 2.Application No. TEMP/E-1/50541/2018-CHE dated
over their estimated useful lives using the Written Down 07/12/2018 on “Cryptographic Key Router System And
Value (WDV) as prescribed under Part C of Schedule II of the Location Independent End User Key Devices”.
Companies Act, 2013. Depreciation on additions / deletions
has been provided on a pro-rata basis. Each part of an item of Considering that the assets beget a software platform and
property, plant and equipment with a cost that is significant in end user device software that can be leveraged in multiple
relation to the total cost of the item is depreciated separately. software products, the lifetime of the assets are likely to be
considerably more than that of any single software product.
Useful lives of property, plant and equipment As these are also represented in the patent applications,
which if granted will have a validity for at least another 15
The Company reviews the useful life of property, plant and years, the IPR related to this asset is considered to have a life
equipment at the end of each reporting period. This time of 15 years.
reassessment may result in change in depreciation expense
in future periods. (xii) Employee Benefits:
The estimated useful lives considered for depreciation of (a) Defined contribution plans:
property, plant and equipment are as follows: Contributions to defined contribution schemes such as
employees' state insurance, labour welfare fund,
superannuation scheme, employee pension scheme etc. are
USEFUL LIFE charged as an expense based on the amount of contribution
ASSET
required to be made as and when services are rendered by
Buildings 60 years the employees. Company's provident fund contribution, in
respect of certain employees, is made to a government
Servers and Networks 6 years administered fund and charged as an expense to the
3 years Statement of Profit and Loss. The above benefits are
End use Devices such as desktops, laptops,etc.,
classified as Defined Contribution Schemes as the Company
Furniture & Fixtures 10 years has no further defined obligations beyond the monthly
contributions.
Motor Vehicle 8 Years
Office Equipment 5 years (b) Defined benefit plan:
Gratuity: The Company has a defined benefit plan for post-
Machinery (Electrical Installations) 10 Years retirement benefit in the form of gratuity for all its employees.
Liability for defined benefit plan is provided on the basis of
valuations carried out by an independent actuary.
Assets individually costing Rs. 5,000/- or less are fully
depreciated in the year of purchase.
All defined benefit plans obligations are determined based on
valuations, as at the Balance Sheet date, made by
(xi) Intangible assets
independent actuary using the projected unit credit method.
The classification of the Company's net obligation into current
Separately purchased intangible assets are initially
and non-current is as per the actuarial valuation report.
measured at cost. Intangible assets acquired in a business
combination are recognised at fair value at the acquisition
The actuarial valuation method used by the independent
date. Subsequently, intangible assets are carried at cost less
actuary for measuring the liability relating to gratuity and
any accumulated amortisation and accumulated impairment
compensated absences is the Projected Unit Credit Method.
losses, if any.
Termination benefits (Current services cost) are recognized
The useful lives of intangible assets are assessed as either
as an expense as and when incurred.
finite or indefinite as applicable. Finite-life intangible assets
are amortised on a Written Down Value (WDV) over the
Actuarial gains and losses comprise experience adjustments
period of their expected useful lives. Estimated useful lives of
and the effects of changes in actuarial assumptions and are
intangible assets are as follows:
recognized in full as an income or as expenses in the period in
which they occur in the statement of profit and loss under
IPR on Software Products 10 years
other comprehensive income.
IPR on Software Framework 15 years
(xiii) Provisions and contingent liabilities
Consequent to the amalgamation of Cyberneme Pvt Ltd, a
A provision is recognised when the Company has a present
cryptographic key routing software framework and a set of
obligation as a result of past event and it is probable that an
hardware designs and software enabling key usage in
outflow of resources will be required to settle the obligation, in
multiple devices originally known as 'Alice' have become the
respect of which a reliable estimate can be made. These are
assets of the Company since 1st Dec 2018. These properties
reviewed at each balance sheet date and adjusted to reflect
also consist of two patent applications relating to the same
the current best estimates.
technology as detailed in:
Contingent liabilities are disclosed when there is a possible
1.Application No. 2310/CHE/2014 dated 09/05/2014 on
obligation arising from past events, the existence of which will
“Portable Cryptographic Interface Device With Physical
be confirmed only by the occurrence or non-occurrence of
controls And Feedback” and
one or more uncertain future events not wholly within the

control of the Company or a present obligation that arises Specified format for disclosure of shareholding of
from past events where it is either not probable that an outflow promoters.
of resources will be required to settle the obligation or a
reliable estimate of the amount cannot be made. Contingent Specified format for ageing schedule of trade
assets are neither recognised nor disclosed in the financial receivables, trade payables, capital work-in-progress
statements. and intangible asset under development.
The Company does not have any Contingent liabilities as on If a company has not used funds for the specific
Balance Sheet date which need to be disclosed. purpose for which it was borrowed from banks and
financial institutions, then disclosure of details of where
(xiv) Investments it has been used.
The company has no investments as on the balance sheet Specific disclosure under 'additional regulatory
date. requirement' such as compliance with approved
schemes of arrangements, compliance with number of
(xv) Borrowing Costs layers of companies, title deeds of immovable property
not held in name of company, loans and advances to
There is no borrowing cost, which are directly attributable to promoters, directors, key managerial personnel (KMP)
the acquisition, construction or production of an asset that and related parties, details of benami property held etc.
necessarily takes a substantial period of time to get ready for
its intended use or sale, So Capitalization of borrowing cost to Statement of profit and loss:
Cost of the assets is not applicable. All other borrowing costs
are expensed in the period in which they occur. Borrowing Additional disclosures relating to Corporate Social
costs consist of interest and other costs that an entity incurs in Responsibility (CSR), undisclosed income and crypto
connection with the borrowing of funds. or virtual currency specified under the head 'additional
information' in the notes forming part of the standalone
(xvi) Segment Reporting financial statements.
By applying the definitions of 'Operating Segment' contained The amendments are far-reaching and the Company will
in Ind AS 108, it is concluded that there is only one segment evaluate the same to give effect to them as mandated by law.
and hence segment reporting is not required to be disclosed.
However, the fact that there is only one segment, is disclosed
by way of a note.
(xvii) Inventories
The Company does not have any inventories as on the

Balance sheet date.
(xviii) Earnings Per Share (EPS)
Basic earnings per share is computed by dividing profit or loss

attributable to equity shareholders of the Company by the
weighted average number of equity shares outstanding
during the year. The Company did not have any potentially
dilutive securities in any of the years presented.
(xix) Recent amendments in Schedule III
The Ministry of Corporate Affairs (“MCA”) through a

notification dated 24th March 2021, amended Schedule III of
the Companies Act, 2013. The amendments revise Division I,
II and III of Schedule III and are applicable from April 1, 2021.
Key amendments relating to Division II which relate to
companies whose financial statements are required to
comply with Companies (Indian Accounting Standards)
Rules 2015 are as below:
Balance Sheet:
Lease liabilities should be separately disclosed under

the head 'financial liabilities', duly distinguished as
current or non-current.
Certain additional disclosures in the statement of

changes in equity such as changes in equity share
capital due to prior period errors and restated balances
at the beginning of the current reporting period.

Note 3 : Property, Plant and Equipment
The changes in the carrying value of property, plant and equipment for the year ended March 31, 2021 are as follows: (Rs. in Lakhs unless otherwise stated)
Plant and Office Furnitures and
Particulars Buildings Vehicles Total
Machinery* Equipment Fixtures
Gross Carrying value as at April 01, 2020 1,116.54 227.83 6.66 27.82 107.61 1,486.46
ANNUAL REPORT 2020-21

Additions - 55.71 0.69 0.94 - 57.34
Deletions - - - - - -
Gross Carrying value as at March 31, 2021 1,116.54 283.54 7.35 28.76 107.61 1,543.80
Accumulated Depreciation as at April 01, 2020 (175.03) (164.87) (4.62) (15.55) (58.90) (418.97)
Depreciation for the year (47.07) (36.30) (0.90) (3.33) (15.12) (102.72)
Accumulated Depreciation on deletions - - - - - -
Accumulated Depreciation as at March 31, 2021 (222.10) (201.17) (5.52) (18.88) (74.02) (521.69)
Net Carrying Value as at March 31, 2021 894.44 82.37 1.83 9.88 33.59 1,022.11
49
The changes in the carrying value of property, plant and equipment for the year ended March 31, 2020 are as follows: (Rs. in Lakhs unless otherwise stated)
Plant and Office Furnitures and
Particulars Buildings Vehicles Total
Machinery* Equipment Fixtures
Gross Carrying value as at April 01, 2019 1,116.54 170.35 4.94 24.98 89.60 1,406.41
Additions - 58.08 1.72 2.84 31.25 93.89
Deletions - 0.60 - - 13.24 13.84

Gross Carrying value as at Mar 31, 2020 1,116.54 227.83 6.66 27.82 107.61 1,486.46
Accumulated Depreciation as at April 01, 2019 (125.48) (134.48) (3.90) (12.06) (56.83) (332.75)
Depreciation for the year (49.55) (30.66) (0.72) (3.49) (12.58) (97.00)
Accumulated Depreciation on deletions - 0.27 - - 10.51 10.78
Accumulated Depreciation as at March 31, 2020 (175.03) (164.87) (4.62) (15.55) (58.90) (418.97)
Net Carrying Value as at March 31, 2020 941.51 62.96 2.04 12.27 48.71 1,067.49

* Plant and Machinery includes Computers & Software Tools, Servers & Networks and Electrical Installations.
Note 4 : Intangible Assets
The changes in the carrying value of intangible The changes in the carrying value of intangible
assets for the year ended March 31, 2021 are as assets for the year ended March 31, 2020 are as
follows: follows:
(Rs. in Lakhs unless otherwise stated) (Rs. in Lakhs unless otherwise stated)
Particulars Intangible Particulars Intangible

Asset Asset
Gross Carrying value as at April 01, 2020 1,932.86 Gross Carrying value as at April 01, 2019 1,932.86
Additions - Additions -
Deletions - Deletions -
Gross Carrying value as at March 31, 2021 1,932.86 Gross Carrying value as at March 31, 2020 1,932.86
Accumulated Amortisation as at April 01, 2020 (494.40) Accumulated Amortisation as at April 01, 2019 (176.52)
Amortisation for the year (Refer Note : 2 (xi)) (260.24) Amortisation for the year (Refer Note : 2 (xi)) (317.88)
Accumulated Amortisation on deletions - Accumulated Amortisation on deletions -
Accumulated Amortisation as at March 31, 2021 (754.64) Accumulated Amortisation as at March 31, 2020 (494.40)
Net Carrying Value as at March 31, 2021 1,178.22 Net Carrying Value as at March 31, 2020 1,438.46
ASSETS
1. NON CURRENT ASSETS (Rs. in Lakhs unless otherwise stated)
Particulars 31 Mar, 2021 31 Mar, 2020
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 22.01 22.01
(b) Security Deposits 1.60 1.45
(c) Fixed Deposits with TMB and OBC 14.82 14.82
Total 38.43 38.28
Note 6 : Income Tax Asset
(a) Income tax asset at the beginning of the year 19.67 13.26
Add/(Less) : Income tax asset on OCI for the year (1.75) 6.41
Total 17.92 19.67

Note 7 : Other Non-current Asset
(a) Prepaid Gratuity 11.14 -
Total 11.14 -

2. CURRENT ASSETS (Rs. in Lakhs unless otherwise stated)
Financial Assets
Note 8: (i) Trade receivables
(a) Secured, considered good - -
(b) Unsecured, considered good 556.20 423.62
Total 556.20 423.62
Note 8: (ii) Cash and cash equivalents

(a) Balances with banks
(i) In current accounts 26.91 69.04
(ii) In fixed deposits with TMB * 450.00 150.00
(b) Cash on hand 1.41 1.64
(c) Fixed Deposits with NBFC (HDFC Ltd) * 195.00 835.00
(d) Fixed Deposits with NBFC (TNPFC Ltd)* 350.00 -
* Having Maturity less than 12 months
Total 1,023.32 1,055.68
Note 8: (iii) Loans

(a) Unsecured, considered good
(i) Loans and advances to employees 1.00 2.13
Total 1.00 2.13
Note 8: (iv) Other Financial Assets

(a) Rental deposits 0.30 0.30
(b) Interest accrued but not due - HDFC Ltd 8.01 14.10
(c) Interest accrued but not due - TNPFC 14.03 -
(d) Interest accrued but not due - TMB 0.76 -
Total 23.10 14.40
Note 9: Income Tax Assets

(a) TDS on receipts * 271.62 280.94
(b) Advance tax - 15.00

(c) MAT credit entitlement 51.47 33.33
Total 323.09 329.27
* TDS credits on receipts for the AY 2021-22 is Rs.108.32 Lakh and the balance is pertaining to
the pending refunds.
Note 10: Other current assets

(a) Prepaid expenses 8.26 8.91
Total 8.26 8.91

EQUITY AND LIABILITIES
EQUITY (Rs. in Lakhs unless otherwise stated)
Particulars 31 Mar, 2021 31 Mar,

31 Mar, 2020
2020
Particulars
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
2,500.00 2,500.00
(b) Issued, subscribed and fully paid up
1,57,46,175 Equity shares of Rs.10/- each 1,574.62 851.20
1,574.62 851.20
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
Name of the shareholder No.of Shares No.of Shares

/ Percentage / Percentage
(a) B Robert Raja 77,79,955 5,79,955

49.41% 6.54%
(b) P S Reddy 6,45,684 6,38,334
4.10% 7.20%
Note 12 : Other Equity

(a) Provision for pending allotment on a/c of Business combination - 723.42
(b) Capital Reserves 1,182.23 1,147.45
(c) Capital Redemption Reserves - 28.39
(d) Share Capital of the Transferor Company - 6.39
(e) Securities Premium reserves 571.78 571.78
(f) Retained Earnings 568.88 375.74
(g) Acturial gain/(loss) on employee defined benefit fund
recognised in OCI (52.08) (58.39)
Total 2,270.81 2,794.78
LIABILITIES
1. NON-CURRENT LIABILITIES
Particulars 31 Mar, 2021 31 Mar,

31 Mar, 2020
2020
Particulars
Financial Liabilities
Note 13: (i) Borrowings
(a) Term Loans
(i) Term Loan - From Banks Secured - 344.44
Total - 344.44

(Availed during FY 2016-17 from HDFC Bank for purchase of commercial property where the whole time
directors are co-borrowers. Secured by First Charge on the purchased commercial property of the Company.
Loan fully preclosed during the FY 2020-21)
Note 14: Deferred Tax liabilities

(a) Deferred tax liability at the beginning of the year 93.75 56.74
(b) Deferred Tax Liability on Fixed Assets 23.00 40.01
( c ) Deferred Tax (Asset) on Amalgamation Exps (0.85) (3.00)
(d) Deferred tax liability at the end of the year 115.90 93.75
Deferred tax for the year ended Mar 31, 2021 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.
2. CURRENT LIABILITIES
Financial Liabilities
Note 15: (i) Borrowings
(a) Term Loan
(i) Term Loan - From Banks Secured - 121.85
Total - 121.85
(Availed during FY 2016-17 from HDFC Bank for purchase of commercial property where the whole time
directors are co-borrowers. Secured by First Charge on the purchased commercial property of the
Company. Loan fully preclosed during the FY 2020-21)
Note 15: (ii) (a) Trade payables
Dues to Micro and small enterprises *
(i) Amount due to vendors 1.89 107.53
(ii) Interest due and payable for the year - -
Total 1.89 107.53
* Dues to Micro and Small Enterprises have been determined to the extent such parties have been
identified on the basis of information collected by the Management. None of the above dues is older
than 30 days.
Note 15: (ii) (b) Trade payables
Dues to others 9.11 9.30
Total 9.11 9.30
Note 16: Income Tax Liabilities
(a) Provision for Taxation 40.47 10.01
Total 40.47 10.01
Note 17: Other current liabilities
(a) Gratuity obligation - 0.68
(b) Statutory remittances 64.33 15.50
(c) Advance from Customers 0.45 1.74
(d) Unearned Revenue* 125.32 47.24
Total 190.10 65.16
* Portion of the product maintenance revenue billed but recognizable over the contract period that falls
beyond the FY 2020-21

I. INCOME (Rs. in Lakhs unless otherwise stated)
Note 18: Revenue from operations

(a) Income from software products 712.20 552.13
(b) Income from software services 851.18 942.63
(c) Income from software exports 94.83 81.21
(d) Income from resale activities 0.86 188.76
Total 1,659.07 1,764.73
Note 19: Other Income
(a) Interest income
(i) Interest on bank deposits 8.32 1.58
(ii) Interest on deposits with NBFCs (HDFC and TNPFC) 61.70 62.64
(iii) Interest on income tax refund 4.37 10.54
(b) Net gain on investments with Liquid funds (BSL-FRF Short Term) 1.61 3.54
(c) Net gain on foreign exchange fluctuation 0.11 0.27
(d) Net gain on sale of assets - 2.13
(e) Miscellaneous income - 0.68
Total 76.11 81.38
II EXPENSES
Note 20: Purchase of Stock-in trade
(a) Purchase of Hardware for sale 0.73 168.63
Total 0.73 168.63
Note 21: Employee benefits expense
(a) Salaries and wages 907.53 885.99
(b) Contributions to provident and other funds 35.76 29.59
(c) Staff welfare expenses 5.12 8.37
Total 948.41 923.95
Note 22: Finance costs
(a) Interest on Term Loan 31.08 50.00
Total 31.08 50.00
Note 23: Other expenses
(a) Power and fuel 12.44 21.92
(b) Rent 23.63 18.38
(c) Repairs and maintenance 24.09 24.79
(d) Payments to Auditors
(i) For Statutory Audit 1.00 1.00
(ii) For Taxation Matters 0.25 0.25
(iii) For certification 0.60 -
(e) Travel and Conveyance 5.34 23.07
(f) Sitting Fees 3.70 3.40
(g) Professional and Consulting Fees 26.26 34.76
(h) Insurance 14.07 15.37
(i) Bad Debts 5.59 12.93
(j) Communication Expenses 9.23 9.09
(k) Co-location and cloud rental charges 15.73 9.81
(l) Miscellaneous Operating Expenses 14.58 31.52
Total 156.51 206.29

Note 24: Employee Benefits

Contribution to Defined Contribution Plans, recognised as an
expense for the year is as under:
Employer's Contribution to Provident Fund 3.58 3.25
Employer's Contribution to Employee State Insurance 0.15 0.16
Employer's Contribution to National Pension Scheme 14.61 14.96
18.34 18.37
DISCLOSURE REPORT AS PER Ind AS 19
Type of Plan - Gratuity
Period of Disclosure - 01/04/2020 to 31/02/2021
I. PRINCIPAL ACTUARIAL ASSUMPTIONS
[Expressed as weighted averages]
Discount Rate 6.97% 6.67%
Rate of increase in compensation levels 5.00% 5.00%
Attrition Rate 3.00% 3.00%
Expected rate of return on Plan Assets 6.97% 6.67%
II. CHANGES IN THE PRESENT VALUE OF THE OBLIGATION (PVO)

PVO as at the beginning of the period 204.40 159.13
Interest Cost 13.51 11.88
Current service cost 17.94 13.13
Past service cost - -
Benefits paid and Charges deducted (3.92) (9.23)
Actuarial loss/(gain) on obligation (balancing figure) (6.90) 29.49
PVO as at the end of the period 225.03 204.40
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 203.73 171.86
Expected return on plan assets 14.16 13.90
Contributions 21.04 27.15
Benefits paid and Charges deducted (3.92) (9.23)
Actuarial gain/(loss) on plan assets [balancing figure] 1.16 0.05
Fair value of plan assets as at the end of the period 236.17 203.73
IV. ACTUAL RETURN ON PLAN ASSETS

Expected return on plan assets 14.16 13.90
Actuarial gain (loss) on plan assets 1.16 0.05
Actual return on plan assets 15.32 13.95
V. ACTUARIAL GAINS AND LOSSES RECOGNIZED

Actuarial gain (loss) for year - obligation 6.90 (29.49)
Actuarial gain (loss) for year - plan assets 1.16 0.05
Subtotal 8.06 (29.44)
Actuarial (gain) / loss recognized (8.06) (29.44)
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 225.03 204.40
Fair value of plan assets 236.17 203.73
Amount determined under para 63 of Ind AS19 (11.14) 0.68
Net Defined Benefit Liability recognized in the balance sheet - 0.68
Present value of future reduction in contribution under para 65 of Ind AS 19 11.14 -
Net Defined Benefit Asset recognised under para 64 of Ind AS19 11.14 -
VII. EXPENSES RECOGNISED IN THE STATEMENT OF PROFIT AND LOSS
Current service cost 17.94 13.13
Net Interest on Net Defined Benefit Obligations (0.66) (2.02)
Net actuarial (gain)/loss recognised during the period - -
Past service cost - -
Expenses recognized in the statement of profit and loss 17.28 11.11
VIII. AMOUNT RECOGNIZED FOR THE CURRENT PERIOD

IN THE STATEMENT OF OTHER COMPREHENSIVE INCOME [OCI]
Actuarial (gain)/loss on Plan Obligations (6.90) 29.49
Income on Plan Assets- (gain)/loss (1.16) (0.05)
Effect of Balance Sheet asset limit - -
Amount recognized in OCI for the current period (8.06) 29.44
IX. MOVEMENTS IN THE LIABILITY RECOGNIZED IN THE BALANCE SHEET

Opening net liability adjusted for effect of balance sheet limit 0.68 (12.72)
Amount recognised in Profit and Loss 17.28 11.11
Amount recognised in OCI (8.06) 29.44
Contribution paid (21.04) (27.15)
Closing net liability (11.14) 0.68
X. AMOUNT FOR THE CURRENT PERIOD

Present Value of obligation 225.03 204.40
Plan Assets 236.17 203.73
Surplus (Deficit) 11.14 (0.68)
Experience adjustments on plan liabilities -(loss)/gain 0.11 (9.87)
Impact of Change in Assumptions on Plan Liabilities-(loss)/gain 6.79 (19.61)
Experience adjustments on plan assets -(loss)/gain 1.16 0.05
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 NA NA

NEXT YEAR
1.0 The following table sets out the additional disclosures required
under IND AS 19
1.1 Date of valuation 31 Mar, 2021 31 Mar, 2020
1.2 Average Duration of Defined Benefit Obligations 10.70 10.82

1.3 Sensitivity Analysis
A. Discount Rate + 50 BP 7.47% 7.17%
Defined Benefit Obligation [PVO] 214.44 194.39
Current Service Cost 17.80 16.73
B. Discount Rate - 50 BP 6.47% 6.17%
C. Salary Escalation Rate + 50 BP 5.50% 5.50%
D. Salary Escalation Rate - 50 BP 4.50% 4.50%
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 6.93 5.84
Year 2 7.30 6.36
Year 3 7.96 6.69
Year 4 71.17 7.23
Year 5 11.83 70.07
Next 5 Years 89.57 87.76

Note 25: 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
No transactions with the KMPs other than the remuneration
Note 26 : Payments to Key Management Personnel (Ind AS 24)

(i) Short-term Payments
(a) Remuneration to Key Management Personnel
(i) B Robert Raja 48.00 48.00
(ii) B Antony Raja 36.00 36.00
The above remuneration includes employer contribution to NPS
(iii) B Purnima 6.71 0.90
(ii) Terminal Benefints - Gratuity
(i) B Robert Raja 3.54 2.42
(ii) B Antony Raja 2.50 1.71
(iii) B Purnima 0.01 -
(iii) Post-employment benefits - -
(iv) Other long-term benefits - -
(v) Share based Payments - -
Note 27: Disclosure on Earnings per share (Ind AS 33)

Net Profit as per P & L Statement 193.14 45.35
Number of shares 15,746,175 15,746,175
Basic and diluted earnings per share 1.23 0.29
Note 28 : 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 29 : 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 30: 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 (494.40) (176.52)
Amortization during the year (260.24) (317.88)
Gross Amortisation at the end of the year (754.64) (494.40)

Net amount at the beginning of the year 1,438.46 1,756.34

Net amount at the end of the year 1,178.22 1,438.46
Note 31: Expenditure on Scientific research and Development

(a) Revenue Expenditure 505.92 517.30
(b) Capital Expenditure 55.71 58.08
Total 561.63 575.38
Note 32: Earnings in Foreign Currency

(a) Export Income 94.83 81.21
Total 94.83 81.21
Note 33: Expenditure in Foreign Currency

(a) Travel abroad - 4.47
(b) Web Maintenance 1.92 1.26
Total 1.92 5.73
Note 34: Disclosure under the 'Micro Small and Medium Enterprises Development Act, 2006'
Company has not received any information from the suppliers regarding their status under the Micro,
Small and Medium Enterprises Development Act, 2006 and hence, disclosures relating to amount
unpaid as at the year end as required under that Act have been stated as 'NIL'. However, no interest
has been paid / payable on such outstanding if any, during the year.
Note 35: Impact of COVID-19 pandemic

The outbreak of COVID-19 pandemic is causing a slowdown of economic activities in India and across
the globe. Businesses are forced to limit their operations for indefinite period of time and in particular
are impacted due to lockdowns imposed by Governments. The Company has considered the possible
effects that may result from COVID-19 on its operations including on the carrying amount of trade
receivables, and the Company is confident of recovering these assets. The impact of the pandemic
may be different from that estimated as at the date of approval of this financial statements and the
Company will continue to closely monitor any material changes to future economic conditions.
Note 36: 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

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Board of Directors Statutory Auditors

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

Mr.Kurilla Srinivas Rao M/s.B.Ravi & Associates

Mr. Ravi Srinivasan Bankers

Instructions for e-voting 4

Board’s Report & Annexures 10

Management Discussion and Analysis Report 20

Corporate Governance Report and 22

Auditors’ Report & Annexures 34

Statement of Proﬁt and Loss 41

Statement of Cash Flows 42

Statement of Changes in Equity 43

Notes to Financial Statements 44

ANNUAL REPORT 2020-21 1 ODYSSEY TECHNOLOGIES LIMITED

“RESOLVED THAT the Audited Financial Statements of the

“RESOLVED THAT pursuant to the provisions of Section

Item No.3- Appointment of Mr.Ravi Srinivasan

To consider and if thought ﬁt, to pass the following Resolution

"RESOLVED THAT pursuant to the provisions of Section

ANNUAL REPORT 2020-21 2 ODYSSEY TECHNOLOGIES LIMITED

ANNUAL REPORT 2020-21 3 ODYSSEY TECHNOLOGIES LIMITED

16. Instructions for e-voting: Step 1: Access to NSDL e-Voting system

ANNUAL REPORT 2020-21 4 ODYSSEY TECHNOLOGIES LIMITED

Individual Shareholders Members facing any

ANNUAL REPORT 2020-21 5 ODYSSEY TECHNOLOGIES LIMITED

ANNUAL REPORT 2020-21 6 ODYSSEY TECHNOLOGIES LIMITED

THE INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON General Instructions

ANNUAL REPORT 2020-21 7 ODYSSEY TECHNOLOGIES LIMITED

By order of the Board of Directors

ANNUAL REPORT 2020-21 8 ODYSSEY TECHNOLOGIES LIMITED

Item No.3- Appointment of Mr.Ravi Srinivasan(DIN:07193935) as a Director, liable to retire by rotation.

The Company has received from Mr.Ravi Srinivasan:

By order of the Board of Directors

ANNUAL REPORT 2020-21 9 ODYSSEY TECHNOLOGIES LIMITED

To the Members, DIVIDEND

FINANCIAL RESULTS DIRECTORS' RESPONSIBILITY STATEMENT

ANNUAL REPORT 2020-21 10 ODYSSEY TECHNOLOGIES LIMITED

ANNUAL REPORT 2020-21 11 ODYSSEY TECHNOLOGIES LIMITED

PARTICULARS OF LOANS, GUARANTEES AND b)Number of complaints disposed of during

CORPORATE GOVERNANCE The Scheme of Amalgamation of Cyberneme Private Limited

ANNUAL REPORT 2020-21 12 ODYSSEY TECHNOLOGIES LIMITED

SIGNIFICANT & MATERIAL ORDERS PASSED BY

During the Financial Year 2020-21, no order has been passed

For and on behalf of the Board of Directors

Place: Chennai B Robert Raja

ANNEXURE-I TO BOARD'S REPORT

SECRETARIAL AUDIT REPORT

ANNUAL REPORT 2020-21 13 ODYSSEY TECHNOLOGIES LIMITED

(vi) The Following Industry Speciﬁc Laws:

We further report that during the audit period:

ANNUAL REPORT 2020-21 14 ODYSSEY TECHNOLOGIES LIMITED

Name of Company Secretary in practice: Dr. B Ravi

ANNUAL REPORT 2020-21 15 ODYSSEY TECHNOLOGIES LIMITED

Name of Company Secretary in practice: Dr. B Ravi

ANNUAL REPORT 2020-21 16 ODYSSEY TECHNOLOGIES LIMITED

1. Details of contracts or arrangements or transactions not at arm’s length basis:

2. Details of material contracts or arrangement or transactions at arm’s length basis:

i) Name(s) of related party and nature of relationship: Not applicable