Your Director's are pleased to present the 43rd (Forty Third) Annual Report on the business and operations of Bodhtree Consulting Limited, along with Audited Standalone Financial Statements for the financial year ("FY") ended 31st March, 2025.

Update on Implementation of the Resolution Plan

In accordance with the applicable provisions of the Insolvency and Bankruptcy Code 2016 ("IBC/Code"), the Corporate Insolvency Resolution Process ("CIRP Process") of Bodhtree Consulting Limited ("Company") was initiated by the Financial Creditors of the Company. The Financial Creditors petition to initiate the CIRP Process was admitted by the National Company Law Tribunal ("NCLT") Hyderabad Bench on February 20, 2023 ("Insolvency Commencement Date"). Mr. Sreenivasa Rao Ravinuthala, was appointed as the Interim Resolution Professional ("IRP") to manage the affairs of the Company. Subsequently, Mr. Sreenivasa Rao Ravinuthala, was confirmed as the Resolution Professional ("RP") by the committee of creditors ("CoC") at their meeting. On appointment of the IRP/RP, the powers of the Board of Directors of the Company were suspended.

The RP invited expressions of interest and submission of a resolution plan in accordance with the provisions of the Code. Out of various resolution plans submitted by Resolution Applicants, the CoC approved the resolution plan submitted by Mr. Santosh Kumar Vangapally and his associate Mr. Prem Anandh Amarnathan. The RP submitted the CoC approved resolution plan to the NCLT on July 30, 2023 was deliberated and as per the directions of the CoC, the Resolution Applicant has submitted the revised resolution plan on 13.08.2023 for the approval of the NCLT, Hyderabad Bench and the Hon'ble NCLT, Hyderabad bench approved the Resolution Plan vide its Order dated December 12, 2023 ("IBC/NCLT Order").

Pursuant to the NCLT order read with the approved Resolution Plan, a new Board was constituted on December 18, 2023 ("Reconstituted Board" or "Board") and a new management was put in place. In accordance with the provisions of the Code and the NCLT order, the approved resolution plan is binding on the Company and its employees, members, creditors, guarantors and other stakeholders involved.

The entire payments contemplated under the resolution plan were paid to the financial creditors and upon the completion of entire payment, the IA 1504/2023 in CP(IB) No. 271/9/HDB/2020 was disposed of by the Hon'ble NCLT, Hyderabad bench vide Order dated December 12, 2023.

As per the Resolution Plan approved by the Hon'ble NCLT, Hyderabad bench vide its Order dated December 12, 2023, the Board of Directors of the Company in its meeting held on June 15, 2024 approved the reduction of existing equity shares of 1,99,58,236 of Rs. 10/- each to 11,73,114 equity shares of Rs. 10/- each and further approved the allotment of 1,60,00,000 equity shares of Rs. 10/- each on a preferential basis to the new Promoters (Resolution Applicant including Associate) of the Company, in compliance with the implementation of the Resolution Plan and under Regulation 28(1) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

The In-principle listing approval for the above was obtained from BSE on June 26, 2024 and Corporate Actions were executed with the depositories (NSDL & CDSL) and obtained the trading approval from BSE on January 13, 2025 w.e.f. January 15, 2025.

Members are requested to read this report in light of the fact that the new Board and the new management is currently implementing the resolution plan.

REVIEW OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS

The highlights of the Company's performance on Standalone basis are as under:

The total revenue of the Company for the financial year ended March 31, 2025 was Rs. 657.26 Lakhs as compared to the previous year's total revenue of Rs. 1720.71 Lakhs. During this financial year the Company has incurred a net loss of Rs (124.36)/- Lakhs as against the previous year's net loss of Rs. (253.09)/- Lakhs.

The operational performance highlights have been comprehensively discussed in Management Discussion and Analysis Report forming an integral part of this Integrated Annual Report.

DIVIDEND

Company has not declared any dividend during the year TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve for the financial year ended March 31, 2025.

SHARE CAPITAL

As on March 31, 2025, the authorised share capital of the Company is Rs 37,00,00,000 (Rupees Thirty-Seven Crores) divided into 3,70,00,000 Equity Shares of Rs 10/- each and the paid-up share capital of the Company as on March 31, 2025 is Rs. 17,17,31,140/- divided into 1,71,73,114, Equity Shares of Rs 10/- each fully paid-up.

As per the Resolution Plan approved by the Hon'ble NCLT, Hyderabad bench vide its Order dated December 12, 2023, the Board of Directors of the Company in its meeting held on June 15, 2024 approved the reduction of existing equity shares of 1,99,58,236 of Rs. 10/- each to 11,73,114 equity shares of Rs. 10/- each and further approved the allotment of 1,60,00,000 equity shares of Rs. 10/- each on a preferential basis to the new Promoters (Resolution Applicant including Associate) of the Company, in compliance with the implementation of the Resolution Plan and under Regulation 28(1) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

The In-principle listing approval for the above was obtained from BSE on June 26, 2024 and Corporate Actions were executed with the depositories (NSDL & CDSL) and obtained the trading approval from BSE on January 13, 2025 w.e.f. January 15, 2025.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change in the nature of the business of the Company.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments, affecting the financial position of the Company between the end of the financial year March 31, 2025 to which the financial statements relates and the date of signing of this report.

BUY BACK OF SHARES AND DISINVESTMENT

The Company has not bought back any of its securities and there was no disinvestment during the Financial Year ended March 31, 2025.

DEPOSITS

The Company has not accepted any deposits from public in terms of Section 73 of the Companies Act, 2013 and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet for the FY 2024-25.

DIRECTORS

A) . Appointment of Non-Executive Non-independent Director:

During FY 2024-25, the Board of Directors in its meeting held on May 02, 2024 approved and recommended to the shareholders for their approval, the appointment of Mrs. Sucharitha Bandugula (DIN: 09410952) as a Non-Executive Non-Independent Director of the Company, not liable to retire by rotation, to hold office for a period of Five (5) consecutive years w.e.f. May 02, 2024.

The Company received the approval of the shareholders of the Company on July 31, 2024 in their extra-ordinary general meeting, for the appointment of Mrs. Sucharitha Bandugula (DIN: 09410952) as a Non-Executive Non-Independent Director of the Company. She is not debarred from holding office of a director by virtue of any SEBI Order or any other such authority.

B) Appointment of Independent Directors:

During FY 2024-25, the Board of Directors in its meeting held on May 02, 2024 approved and recommended to the shareholders for their approval, the appointment of Mr. Ajay Kumar Giri (DIN: 10254489) and Mr. Nikshit Hemendra Shah (DIN: 07910462) as an Independent Directors of the Company, not liable to retire by rotation, to hold office for a period of Five (5) consecutive years w.e.f. May 02, 2024.

The Company received the approval of the shareholders of the Company on July 31, 2024, in their extra-ordinary general meeting, for the appointment of Mr. Ajay Kumar Giri (DIN: 10254489) and Mr. Nikshit Hemendra Shah (DIN: 07910462) as an Independent Directors. They are not debarred from holding office of a director by virtue of any SEBI Order or any other such authority.

C) Appointment of Whole-Time Director & CEO:

During FY 2024-2025, the Board of Directors in its meeting held on May 02, 2024 approved and recommended to the shareholders for their approval, the appointment of Mr. Prashanth Mitta (DIN: 02459109) as Whole-time Director & CEO of the Company, liable to retire by rotation, to hold office for a period of Three (3) consecutive years w.e.f. May 02, 2024.

The Company received the approval of the shareholders of the Company on July 31, 2024, in their extra-ordinary general meeting, for the appointment of Mr. Prashanth Mitta (DIN: 02459109) as a Whole-time Director & CEO of the Company. He is not debarred from holding office of a director by virtue of any SEBI Order or any other such authority.

*Mr. Ravinder Reddy Surakanti (DIN: 07838836) tendered his resignation as an Independent Director of the Company with effect from May 08, 2025 due to his personal reasons. He also confirmed that there are no material reasons for his resignation other than those provided in his resignation letter.

As per the provisions of the Companies Act, 2013, Mr. Nirvigna Kotla will retire at the ensuing annual general meeting and, being eligible, seek re-appointment. The Board of Directors recommends his appointment by way of retire by rotation.

The three-year term of Mr. Santosh Kumar Vangapally as Whole-time Director had been completed on October 03, 2024. The Board of Directors have, subject to approval of the Shareholders, re-appointed Mr. Santosh Kumar Vangapally for a further period of three years w.e.f. October 04, 2024 as a Whole-time Director of the Company. The Board of Directors recommends his re-appointment.

Key Managerial Personnel

In terms of section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr. Santosh Kumar Vangapally, Whole-Time Director, Mr. Prashanth Mitta, Whole-Time Director & CEO, Mr. Bhanu Dinesh Alava, Chief Financial Officer and Mr. Nagendra Guddada, Company Secretary & Compliance Officer.

During the under review, below were the changes in the Key Managerial Personnel of the Company:

1. Mr. Prashanth Mitta was appointed as Whole-time Director and CEO of the Company w.e.f. May 02, 2024.

2. Mrs. Sarita Johri was appointed as Company Secretary & Compliance Officer w.e.f. June 01, 2024 and she resigned as the Company Secretary & Compliance Officer of the Company w.e.f. close of business hours of November 30, 2024.

3. Mr. Nagendra Guddada was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 01st December, 2024.

BOARD COMMITTEES

In order to strengthen functioning of the Board, the Board of Directors have constituted following Committees as per the requirement of the Act and the Listing Regulations:

(i) Audit Committee

(ii) Nomination & Remuneration Committee

(iii) Stakeholder's Relationship Committee

(iv) Management Committee

(v) Rights Issue Committee

Details of the Committees along with their terms of references, composition and meetings held during the Financial Year under review are provided in the Corporate Governance Report section which forms a part of this Annual Report.

DECLARATION BY THE INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act, the Independent Directors of the Company have given their declarations to the Company that they meet the criteria of independence as provided under Section 149(6) of the Act read along with Rules framed thereunder and Regulation 16(1) (b) & 25(8) of the Listing Regulations and are not disqualified from continuing as an Independent Director of the Company.

The Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. Further, in compliance with Rule 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA). The Policy on Terms of Engagement of Independent Directors is applicable for the period under review.

Based on the disclosures received, the Board is of the opinion that, all the Independent Directors fulfil the conditions specified in the Act and Listing Regulations and are independent of the management.

UNCLAIMED SECURITIES DEMAT SUSPENSE ACCOUNT

Due to reduction in capital implemented by the Board in its meeting held on June 15, 2024 in compliance with the approved Resolution Plan, all the physical shares comprising of 227877 no. of equity shares post reduction of capital were kept in Bodhtree Consulting Limited Escrow Suspense Account. Shareholders are informed to claim their respective shares by writing email to the RTA @ info@vccipl.com.

ANNUAL BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Criteria for Performance Evaluation:

a. Ability of the candidates to devote sufficient time and attention to his professional obligations as Independent Director for informed and balanced decision making.

b. Adherence to the Code of Conduct in letter and in spirit by the Independent Directors.

c. Bringing objectivity and independence of view to the Board's discussions in relation to the Company's strategy, performance, and risk management

d. Statutory Compliance and ensuring high standards of financial probity and Corporate Governance

e. Responsibility towards requirements under the Companies Act, 2013, Responsibilities of the Board and accountability under the Director's Responsibility Statement.

PARTICULARS IN RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be disclosed under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in the Annexure-I forming part of this Report.

POLICIES

The Board of Directors of your Company, from time to time have framed and revised various Policies as per the applicable Acts, Rules, Regulations and Standards for better governance and administration of the Company. The Policies are made

available on the website of the Company at https://bodhtree.com/code-and-policies/. The policies are reviewed periodically by the Board and updated based on need and requirements.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

During the Financial Year under review, the Company does not have any Subsidiaries/ Associate /Joint Venture Companies. RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee and also the Board for approval, whereever required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. A statement giving details of all related party transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors on a quarterly basis. The Company has developed a Policy on Related Party Transactions for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website www.bodhtree.com.

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 is prepared in Form AOC-2 pursuant to clause (h) of the Companies (Accounts) Rules, 2014 and the same is annexed herewith as Annexure-II to this Report.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors and Senior Management personnel and fix their remuneration. The detailed policy is available on the Company's website at www.bodhtree.com.

STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL/ EMPLOYEES

Information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided along with a statement containing, inter alia, names of employees employed throughout the financial year and in receipt of remuneration of Rs. 102 lakhs or more, employees employed for part of the year and in receipt of Rs. 8.5 lakhs or more per month, pursuant to Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure III to this report.

INDIAN ACCOUNTING STANDARDS (IND AS)

The Company has adopted Indian Accounting Standards (Ind AS) with effect from April 1, 2017 pursuant to Ministry of Corporate Affairs' notification of the Companies (Indian Accounting Standards) Rules, 2015. The standalone and consolidated financial statements of the Company, forming part of the Annual Report, have been prepared and presented in accordance with all the material aspects of the Indian Accounting Standards ('Ind AS') as notified under section 133 of the Companies Act 2013 read with the Companies (Indian Accounting Standards) Rules 2015 (by Ministry of Corporate Affairs ('MCA')) and relevant amendment rules issued thereafter and guidelines issued by the Securities Exchange Board of India ("SEBI").

FAMILIARISATION PROGRAMME

A handbook covering the role, functions, duties and responsibilities and the details of the compliance requirements expected from the Directors under the Act, and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were given and explained to the new Directors.

The newly appointed Directors are given induction and orientation with respect to Company's Vision, Core purpose, Core Values and Business operations. In addition, detailed presentations are made by Senior Management Personnel on business environment, performance of the Company at every Board Meeting.

The above initiatives help the Directors to understand the Company, its business and the regulatory framework in which the Company operates and enables the Directors to fulfil their role/responsibility.

Details of Familiarization Programme for the Independent Directors are uploaded on the website of the Company at www. bodhtree.com.

AUDITORS

a) Statutory Auditors

M/s. R S M & Associates, Chartered Accountants, (Firm Registration No: 002813S) were appointed as Statutory Auditors

of the Company at the 40th Annual General Meeting of the Company held on 30th September 2022, for a term of 5 (five) consecutive years, i.e., to hold office from the conclusion of the 40th Annual General Meeting till the conclusion of the 45th Annual General Meeting of the Company.

The Auditors' Report read together with Annexures referred to in the Auditors' Report for the financial year ended March 31, 2025 does not contain any qualification, reservation, adverse remark or disclaimer.

b) Internal Auditors

The Board appointed M/s GMK Associates, as an Internal Auditors of the Company for FY 2024-2025, who have conducted the internal audits periodically and shared their reports and findings with the Audit Committee including significant observations, if any, and follow-up actions thereon from time to time. The Audit Committee reviews the adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations including those relating to strengthening the Company's risk management policies and systems.

c) Cost Auditors

Pursuant to the rules made by the Central Government under sub-section (1) of Section 148 of the Act, the maintenance of cost records is not applicable for the Company for the year under review.

d) Secretarial Auditors and Report

The Board appointed M/s RPR & Associates, Practicing Company Secretaries to conduct the Secretarial Audit of the Company for FY 2024-2025, pursuant to the provisions of Section 204 of the Act and Rules made thereunder. The Secretarial Audit Report for FY 2024-2025 received from Secretarial Auditor is annexed herewith as 'Annexure - IV' to this Report. The report of Secretarial Auditor is self-explanatory and has noted the qualifications/ observations/ deviations together with the management replies.

Pursuant to the provisions of Sections 204 of the Act and Regulation 24A of Listing Regulations, the Board of Directors, on the recommendations of the Audit Committee, in its meeting held on May 08, 2025 has recommended to the shareholders of the Company, the appointment of M/s RPR & Associates, Practising Company Secretaries (Peer Review Certificate no. 1425/2021), represented by Y Ravi Prasada Reddy, COP. 5360 as the Secretarial Auditors of the Company for a first term of 5 (five) consecutive years of 2025-26 to 2029-2030, i.e., to hold the office from conclusion of 43rd Annual General Meeting till the conclusion of 48th Annual General Meeting of the Company.

The Company has received the consent & eligibility certificate from M/s RPR & Associates, Practising Company Secretaries and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder and Listing Regulations.

In terms of the amended SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Company had obtained the Secretarial Compliance certificate for the FY 2024-25 from M/s. RPR & Associates, Practicing Company Secretaries which is annexed as 'Annexure-IV(A)' and forms integral part of this Report and the same was also intimated to the Stock Exchange where the shares of the Company are listed.

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a certificate on non-disqualification of directors from Mr. Y Ravi Prasada Reddy, (Membership No.: FCS 5783), Proprietor of M/s. RPR & Associates, Practicing Company Secretaries (PCS Registration No. 5360) which is annexed as 'Annexure-IV(B)' and forms integral part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Since the Company did not have profits (average net profits for the last three financial years), it was not obligated to contribute towards CSR activities during FY 2024-25. However, the Company is committed to build its CSR capabilities on a sustainable basis and undertake CSR activities as and when the opportunity arises.

The Annual Report on Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is not required to be given as the Company was not required to contribute towards CSR activities during FY 2024-25.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time, the Management's Discussion and Analysis Report for the year ended March 31, 2025 is annexed hereto as ' Annexure-V' and forms integral of this Report.

CORPORATE GOVERNANCE REPORT

Your Company always places a major emphasis on managing its affairs with diligence, transparency, responsibility and accountability. The Company continues to focus on building trust with shareholders, employees, customers, suppliers and other stakeholders based on the principles of good corporate governance viz. integrity, equity, transparency, fairness, sound disclosure practices, accountability and commitment to values.

In compliance with Regulation 34 of the Listing Regulations, a separate report on Corporate Governance along with a certificate

from the Practicing Company Secretaries conforming compliance to the conditions of Corporate Governance as stipulated under Regulation 34(3) of the Listing Regulations, is also annexed to the Corporate Governance Report which forms part of this Report as 'Annexure-VI'.

STATEMENT CONTAINING ADDITIONAL INFORMATION AS REQUIRED UNDER SCHEDULE V OF THE COMPANIES ACT, 2013

A statement containing additional information as required under Clause IV of Section II of Part II of Schedule V of the Companies Act, 2013 is provided in the Report on Corporate Governance, which forms part of this Annual Report.

RISK MANAGEMENT

During the year, the risk assessment parameters were reviewed. The audit committee reviewed the element of risks and the steps taken to mitigate the risks. In the opinion of the Board, there are no major elements of risk which have the potential of threatening the existence of the Company.

The audit committee provides the framework of Risk Management by describing mechanisms for the proactive identification and prioritization of risks based on the scanning of the external environment and continuous monitoring of internal risk factors.

Analysis of the risks identified is carried out by way of focused discussion at the meetings of the Board. The robust governance structure has also helped in the integration of the Enterprise Risk Management process with the Company's strategy and planning processes where emerging risks are used as inputs in the strategy and planning process. Identified risks are used as one of the key inputs in the strategy and business plan.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

Various Audit Systems in the Company monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the audit reports, Company undertakes corrective actions in respective areas and strengthens the control. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board periodically.

The Board of Directors of the Company have adopted various policies like Related Party Transactions policy, Whistle Blower Policy and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding 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. The details in respect of internal financial control and their adequacy are included in the management discussion & analysis, which forms part of this report.

LISTING OF COMPANY’S EQUITY SHARES

The Company's Equity shares were listed with M/s. BSE Limited.

As per the Resolution Plan approved by the Hon'ble NCLT, Hyderabad bench vide its Order dated December 12, 2023, the Board of Directors of the Company in its meeting held on June 15, 2024 approved the reduction of existing equity shares of 1,99,58,236 of Rs. 10/- each to 11,73,114 equity shares of Rs. 10/- each and further approved the allotment of 1,60,00,000 equity shares of Rs. 10/- each on a preferential basis to the new Promoters (Resolution Applicant including Associate) of the Company, in compliance with the implementation of the Resolution Plan and under Regulation 28(1) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

The In-principle listing approval for the above was obtained from BSE on June 26, 2024 and Corporate Actions were executed with the depositories (NSDL & CDSL) and obtained the trading approval from BSE on January 13, 2025 w.e.f. January 15, 2025.

The Company has paid the Annual Listing Fees to the said Stock Exchange for the Financial Year 2024-25 and the Financial Year 2025-26 within time.

WHISTLE BLOWER POLICY

The Company has adopted a Whistle-blower Policy to provide a formal mechanism to the Directors, Employees and its Stakeholders to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. Protected disclosures can be made by a whistle-blower through several channels.

The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism and also provides for direct access to the Chairperson of the Audit Committee. No personnel of the Company have been denied access to the Audit Committee.

The Whistle-blower Policy also facilitates all employees of the Company to report any instance of leak of Unpublished Price Sensitive Information. The Policy is also posted on the website of the Company at www.bodhtree.com.

REPORTING OF FRAUD

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds

Sl.No. Nature of Complaints Received Disposed-Off Pending

1 Sexual Harassment 0 0 0

2 Workplace Discrimination 0 0 0

3 Child Labour 0 0 0

MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961

The Company confirms that it has followed the Maternity Benefit Act, 1961. All eligible women employees received the required benefits, including paid leave, continued salary and service, and post-maternity support like nursing breaks and flexible work options.

DATA PRIVACY, DATA PROTECTION, AND CYBERSECURITY

The Company is committed to upholding the highest standards of data privacy and protection. In light of the increasing reliance on digital infrastructure, the Company has implemented comprehensive cybersecurity and data protection policies, aligned with industry best practices and the evolving regulatory framework, including provisions under the Information Technology Act, 2000, and applicable data protection regulations.

Key initiatives undertaken during the year include:

- Deployment of end-to-end encryption and multi-layered security protocols for data storage and transfer.

- Regular third-party cybersecurity audits and vulnerability assessments.

- Employee training programs on data protection and cybersecurity awareness.

- Strict access control mechanisms and implementation of role-based permissions.

- Data breach response protocols in accordance with the CERT-In guidelines.

The Company continues to invest in digital infrastructure to ensure robust protection of stakeholder information and business continuity.

AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013.

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software.

APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013.

In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the Company to designate a responsible individual for ensuring compliance with statutory obligations.

The Company has proposed and appointed Mr. Prashanth Mitta, CEO and Whole-time Director of the Company as a Designated Person by the Board and the same shall be reported in the Annual Return of the Company.

PARTICULARS OF LOANS, GUARANTEES OR SECURITIES OR INVESTMENTS

The Company has not given loans / guarantees or made any investments during the year under review.

CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

The CEO and the CFO of the Company have given annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 for the FY 2024-25.

The CEO and the CFO of the Company also gave quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2)(a) of the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015.

The annual certificate given by the CEO and the CFO of the Company forms integral part of this report.

MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES DURING THE FINANCIAL YEAR 2024-25.

During the year, six Board Meetings were held. The dates of the six meetings are May 02, 2024, May 27, 2024, June 15, 2024, August 07, 2024, November 13, 2024 and January 30, 2025.

During the year, four Audit Committee meetings were held. The dates of the four Audit Committee meetings are May 27, 2025, August 07, 2024, November 13, 2024 and January 30, 2025.

During the year, two Nomination & Remuneration Committee meetings were held. The dates of the two Nomination & Remuneration Committee meetings are May 27, 2024 and November 13, 2024.

During the year, one Stakeholder's Relationship Committee meeting was held on January 30, 2025.

During the year, one Independent Directors meeting was held on January 30, 2025.

The details were disclosed in the report on Corporate Governance which forms part of this Annual Report. The intervening gap between any two meetings was within the prescribed period.

All the recommendations made by committees of the Board including the Audit Committee were accepted by the Board. A detailed update on the Board, its composition, detailed charter including terms and reference of various Board Committees, number of Board and Committee meetings held during FY 2024-25 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part of this Board's Report.

COMMITTEES OF THE BOARD

The Composition of Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Management Committee and Rights Issue Committee are mentioned in the Report on Corporate Governance, which forms part of this Board's Report.

NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy which lays down a framework in relation to selection, appointment and remuneration to Directors, Key Managerial Personnel and Senior Management of the Company. The details of Nomination and Remuneration Committee and Policy are stated in the Corporate Governance Report, which forms part of this Board's Report.

HUMAN RESOURCES

The management believes that competent and committed human resources are vitally important to attain success in the organisation. In line with this philosophy, utmost care is being exercised to attract quality resources and suitable training is imparted on various skillsets and behaviour. Various initiatives were undertaken to enhance the competitive spirit and encourage bonding teamwork among the employees even during the COVID pandemic outbreak, which resulted to uninterrupted operations of the Company and could achieve the targeted growth in the performance of the Company.

INSURANCE

All properties and insurable interests of the Company including buildings, plant and machinery and stocks have been fully insured.

REVISION OF FINANCIAL STATEMENTS

There was no revision of the financial statements for the year under review COMPLIANCE WITH SEBI (LODR) REGULATIONS, 2015

In compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has signed uniform listing agreement with BSE Limited and framed the required policies which are available on Company's website i.e. www.bodhtree.com

• Code of conduct

• Policy on prohibition of insider trading

• Familiarisation programme for Non-executive directors

• Familiarisation programme for Independent directors

• Policy on related party transactions

• Whistle Blower Policy

• Remuneration Policy

• Risk Management Policy

• Policy for prevention of Sexual Harassment

• Policy on Disclosure of Material Events

• Policy on Document retention

• Policy on material subsidiary

• BCL the amended code for disclosure of UPSI

• Terms and conditions of appointment of Independent Directors

• Criteria of making payment to non-executive directors.

• Dividend Distribution Policy

• Policy to determine Materiality

NON-EXECUTIVE DIRECTOR'S COMPENSATION AND DISCLOSURES

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors. The details of sitting fee paid were given in the Report on Corporate Governance, which forms part of this Board's Report.

INDUSTRY BASED DISCLOSURE

The Company is not a NBFC or Housing Companies etc., and hence Industry based disclosures is not required.

EVENT BASED DISCLOSURE

During the year under review, the Company has not taken up any of the following activities:

1. Issue of sweat equity share: The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

2. Issue of shares with differential rights: The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

3. Issue of shares under employee's stock option scheme: The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act is required to be given.

4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: The Company did not purchase or give any loans for purchase of its shares.

5. Preferential Allotment of Shares: The Company did not allot any shares on preferential basis during the period under review. However capital reduction and allotment to new promoters as required under the approved resolution plan was approved by the Board in its meeting held on June 15, 2024 in supersession of earlier passed resolution by the Board on January 23, 2024.

As per the Resolution Plan approved by the Hon'ble NCLT, Hyderabad bench vide its Order dated December 12, 2023, the Board of Directors of the Company in its meeting held on June 15, 2024 approved the reduction of existing equity shares of 1,99,58,236 of Rs. 10/- each to 11,73,114 equity shares of Rs. 10/- each and further approved the allotment of 1,60,00,000 equity shares of Rs. 10/- each on a preferential basis to the new Promoters (Resolution Applicant including Associate) of the Company, in compliance with the implementation of the Resolution Plan and under Regulation 28(1) of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

The In-principle listing approval for the above was obtained from BSE on June 26, 2024 and Corporate Actions were executed with the depositories (NSDL & CDSL) and obtained the trading approval from BSE on January 13, 2025 w.e.f. January 15, 2025.

6. Rights Issue of Shares : After the end of FY 2024-25, the Board in its meeting held on June 11, 2025 approved raising of funds by way of Rights Issue and to create, offer, issue and allot Equity Shares of a face value of Rs.10 each of the Company to all eligible existing Equity Shareholders of the Company, through a Rights issue, such that the aggregate value (including premium) does not exceed Rs.1410 Lakhs at such price at such premium to be decided by the Board or Committee thereof, for augmenting the capital of the Company and proposed to utilize the issue proceeds towards capital expenditure, Long-term Working Capital Requirements and for other general corporate purposes and issue expenses.

The rights issue committee meeting held on June 24, 2025 fixed the price of rights share as Rs. 30/- per share including securities premium of Rs. 20/- each and the offer period is from July 07, 2025 to July 24, 2025 which is ongoing as on date of this Board's Report.

EMPLOYEES STOCK OPTIONS

No employee was issued Stock Option, during the year equal to or exceeding 1% of the issued capital of the Company at the time of grant.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of

the state of affairs of the Company at the end of the financial year 2024-25 and of the statement of profit of the Company for that period;

iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The annual accounts for the year 2024-25 have been prepared on a going concern basis;

v. Those proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi. That system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

APPRECIATION

The board wish to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to stream line all the pending compliances and thereby to have a fresh start for the Company.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Company's objectives, projections, estimates and expectations may constitute 'forward looking statements' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

ACKNOWLEDGEMENT

The board take this opportunity to place on record their sincere thanks to the suppliers, customers, strategic partners, Banks and Financial Institutions, Insurance Companies, Central and State Government, Indian Railways, Material suppliers, customers and the shareholders for their support and co-operation extended to the Company from time to time. The board is pleased to record their appreciation of the sincere and dedicated services of the employees and workmen at all levels.