Bodhtree Consulting Ltd

Dear Members,

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.

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 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 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.

A summary of the financial performance of the Company in FY 2024-25 is detailed below: (Amount in Rs. Lakhs)

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.

Company has not declared any dividend during the year

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

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.

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

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

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

31, 2025.

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.

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.

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.

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.

As on March 31, 2025, the board of directors consists of the following directors:

effect from May 08, 2025 duetohispersonal confirmedthat there are no material reasons .Healso 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.

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.

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) A udit 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.

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.

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.

The board of directors has carried out an annual evaluation of its own performance, board committeesand 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 The board and thenominationandremunerationcommitteereviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board andcommitteemeetings 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 committeesand 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 sufficienttime and attention to his professional obligations as Independent 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.

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.

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

43^rd Annual Report 2024 - 2025 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.

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

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 Key Managerial Personnel or other designated persons which may have a potential conflict 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.

No significant and material orders have been passed by any Regulator or going concern status and the Company's operations in future.

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.

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.

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 forming part of the Annual Report, have been prepared and presented in accordance financial with all the material aspects of the Indian Accounting Standards (‘Ind AS') as notified 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").

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.

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

43^rd Annual Report 2024 - 2025 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 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 andhasnotedthequalifications/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 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 & 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 & 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.