Odyssey Corporation Converts 78.50 Lakh Convertible Warrants into Equity Shares

Odyssey Corporation Limited has successfully converted 78,50,000 convertible warrants into equity shares following board approval on May 02, 2026. The conversion represents a significant milestone in the company's capital structure optimization, with all shares being allotted to promoter entities.

Warrant Conversion Details

The board of directors approved the conversion under Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, and Sections 62 and 42 of the Companies Act, 2013. Each convertible warrant was converted into one equity share at a conversion price of ₹14 per share.

Parameter: Details Total Warrants Converted: 78,50,000 Face Value per Share: ₹5 Conversion Price: ₹14 per share Premium per Share: ₹9 Total Proceeds: ₹8,24,25,000 Conversion Ratio: 1:1

Allotment to Promoters

The equity shares have been allotted exclusively to three promoter entities, with Pooja Equiresearch Private Limited receiving the largest allocation. The allotment strengthens promoter shareholding in the company.

Allottee: Shares Allotted Amount Received (₹) Warrants Pending Pooja Equiresearch Private Limited: 69,00,000 7,24,50,000 0 Hemanshu Ramniklal Mehta: 4,75,000 49,87,500 10,25,000 Beena Hemanshu Mehta: 4,75,000 49,87,500 10,25,000

Regulatory Compliance

The conversion was executed in accordance with Regulation 169 of the SEBI ICDR Regulations, ensuring full regulatory compliance. The company received the complete subscription amount as prescribed under the regulations before proceeding with the conversion.

Key compliance aspects include:

Adherence to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Compliance with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015

Following SEBI Circular SEBI/HO/CFD/CFD-POD-1/P/CIR/2023/123 dated July 13, 2023

Board Meeting Proceedings

The board meeting was conducted at the company's registered office on May 02, 2026, commencing at 11:30 AM and concluding at 12:10 PM. Wilson Marshal John, Whole Time Director (DIN: 02044154), signed the official communication to the Bombay Stock Exchange.

The conversion represents the completion of a preferential allotment process through warrant conversion, providing the company with additional capital while maintaining promoter control. With some warrants still pending conversion by two promoter entities, further equity expansion may occur in the future.

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

Board Meeting Outcomes

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

Resolution: Details MOA Adoption: New Memorandum of Association per Companies Act, 2013 AOA Adoption: New Articles of Association per Companies Act, 2013 Related Party Transactions: Material transactions with V-Vanguard Developers Private Limited Loan/Guarantee Authorization: Powers under Section 185 of Companies Act, 2013 Postal Ballot Process: Shareholder approval mechanism via remote E-voting Scrutinizer Appointment: M/s Jaymin Modi & Co. as Practicing Company Secretary Calendar of Events: Timeline for postal ballot execution

Director Appointments and Regularization

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

Compensation Component: Details Annual Remuneration: Not exceeding Rs. 6,00,000 per year Perquisites Ceiling: 20% of annual salary Club Fees: Maximum two clubs (no life membership fees) Medical Benefits: One month's salary per five-year block Personal Accident Insurance: Premium not exceeding Rs. 10 lakhs annually

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

Corporate Governance Updates

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

Document Update: Purpose New MOA: Focus on company objects and furtherance matters New AOA: Based on Table F of First Schedule, Companies Act 2013 Compliance: SEBI Listing Regulations alignment Approval Method: Postal ballot with remote e-voting

Material Related Party Transactions

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

Transaction Details: Information Total Value: Rs. 15,00,00,000 (Rupees Fifteen Crores) Duration: 2 Years FY 2026-27: Rs. 10 crores FY 2027-28: Rs. 5 crores Transaction Type: Construction service contract Business Focus: Building construction and real estate development

Financial Authorizations and Postal Ballot Process

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

Voting Timeline: Details E-voting Start: April 18, 2026, 09:00 AM E-voting End: May 17, 2026, 05:00 PM Cut-off Date: April 10, 2026 Results Declaration: On or before May 19, 2026 Scrutinizer: M/s Jaymin Modi & Co. (M. No. A44248, COP: 16948)

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

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