Bodhtree Consulting Ltd Auditor Reports

To

The Members of

M/s. BODHTREE CONSULTING LIMITED

Report on the Audit of the Financial Statements Opinion

We were engaged to audit the accompanying financial statements of BODHTREE CONSULTING LIMITED ("the Company"), which comprise the Balance Sheet as at 31 March 2024, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

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 Companies Act, 2013 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 Organization, as at 31st March, 2024, and its Profit/Loss, Changes in Equity and it cash flows for the year ended on that date.

Basis Opinion

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 31st March, 2024, and its profit/loss and its cash flows for the year ended on that date.

Emphasis of Matters

We draw attention to the following matters in the Notes to the financial statements:

In our audit of the Company financial statements for the year ended March 2024, we have noted significant events impacting the companys financial position and operations. During the period under audit, BODHTREE CONSULTING LIMITED underwent insolvency proceedings under Insolvency and Bankruptcy Code, 2016 and in compliance with NCLT order, company underwent a comprehensive restructuring of its financial position during the period.

Our audit procedures included a thorough assessment of the impact of these events on the financial statements. We have provided an unqualified opinion on the financial statements, reflecting our belief that they present a true and fair view of the companys financial position and performance in accordance with applicable accounting standards. However, we draw attention to Notes of the financial statements, which discloses the nature and impact of the insolvency proceedings and restructuring efforts.

i. As referred in Note-4 to the financial statements as at 31st March 2024, the Company has proceeded to write off certain Property, Plant and Equipment (PPE), Intangible Assets and Intangible Assets under Development of Rs. 55.61 lacs, Rs.97.86 lacs and Rs.2,583 lacs respectively. and after write off fixed assets, the carrying value of the Companys Property, Plant and Equipment as on 31st March 2024 is Rs. 37.26 lacs.

ii. As referred in Note-5, the Company has proceeded to write off total value of Investment in Subsidiary (Bodhtree Human Capital Private Limited) and total value of Investment in Associate Company (Learnsmart India Private Limited) are Rs.71.10 lacs and Rs. 50.50 lacs Respectively.

iii. As referred in Note-9, the company has written off total value of advance to Bodhtree Human Capital Pvt Ltd of Rs.26.60 lacs and deposits to others of Rs.38.02 lacs.

iv. As referred in Note-10, the Company has written off security deposits value of Rs.4.13 lacs.

v. As referred in Note-12, the Company has written off Advance to Suppliers and Others Current assets amounting to Rs.1,61.93 lacs and Rs.1,600 lacs respectively

vi. As referred in Note-13, the Company has Extinguished 1,87,85,122 equity shares, value of which is Rs.18,78,51,220/- from Existing 1,99,58,236 equity shares value of which is Rs. 19,95,82,360/- and Company issued 1,60,00,000 new equity shares to promoters at 10/- per share value of Rs.16,00,00,000/-. So, Total Value of Equity Shares as on 31st March 2024 is 1,71,73,114 equity shares at 10/- per share and value which is 17,17,31,140/-

vii. As referred in Note-14, Securities premium, General Reserve and Retained Earnings transferred to Capital Reserve are Rs. 12,92,62,333/, Rs.47,06,108/- and Rs.7,19,17,210/-. After Restructuring of Assets, Liabilities and Equity Share Capital of the company, the Capital Reserve as on 31st March 2024 is Rs. (1,40,60,223)/-

Key Audit Matters

Key Audit Matters are those matters that, in our professional judgement, were of most significant 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 of our Opinion. We have nothing to report in this regard.

Managements Responsibility for the Financial Statements

The Companys Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. 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.

Auditors Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors 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 Standalone 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 Standalone 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 system 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 managements 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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.

Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

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.

Information other than the financial statements and Auditors Report thereon

The Companys Board of Directors/ Resolution Professional are responsible for the other information. The other information comprises the information included in the annual report, for example, Management Discussion and Analysis, Boards Report including Annexures to Boards Report, Business Responsibility Report, Corporate Governance and Shareholders Information, but does not include the financial statements and our auditors report thereon. The other information as stated above is expected to be made available to us after the date of this auditors report.

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 identified above when it becomes available and, in doing so, consider whether the other in- formation is materially inconsistent with the Standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the other information as stated above, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with Governance.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditors Report) Order, 2020("the Order") issued by the Central Government of India

in terms of sub-section (11) of Section 143 of the Act, we give in "Annexure B" 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 obtained all information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) The proper books of account as required by law have been kept by the Company regarding with regards to all other matters the Company is maintaining proper Books of Accounts in our opinion.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flows and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.

d) The aforesaid financial statements comply with the Ind AS specified under Section 133 of the Act and regarding all other matters the financial Statements of the Company is in Compliance with Ind AS as per Section 133 of the act.

e) On the basis of the written representations received from the directors as on 31 March 2024 taken on record by the Board of Directors/ Resolution Professional, none of the directors is disqualified as on 31 March 2024 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 the operating effectiveness of such controls, refer to our separate Report in "Annexure A". Our report expresses adverse opinion on the Companys internal financial controls over financial reporting for the reasons stated therein.

i) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of 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.

j) With respect to the other matters to be included in the Auditors 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. The Company has disclosed the impact of pending litigations on its financial position in its financial statements.

ii. The Company has made provisions for long term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

	CA. E. Madhusudhana Reddy
	Partner
Date: May 27th 2024	Membership No: 202308
Place: Hyderabad	UDIN: 24202308BKAJTN6308
42nd Annual Report 2023 - 2024

For RSM & ASSOCIATES

Chartered Accountants, Firm Reg No: 002813S

Annexure A to the Independent Auditors Report

[Referred to in Paragraph (2)h under Report on Other Legal and Regulatory Requirements in our Independent Auditors Report of even date, to the Members of the Company on the Financial Statements for the year ended 31st March, 2024

Report on the Internal Financial Controls with reference to Financial Statements 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 the Company as of 31st March, 2024 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Board is responsible for establishing and maintaining Internal Financial Controls, based on the Internal Control with reference to Financial Statements 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 (the "Guidance Note") 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 Companys 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 Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys Internal Financial Controls with reference to Financial Statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing specified under section 143(10) of the Act to the extent applicable to an audit of Internal Financial Controls, both issued by the ICAI. 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 with reference to Financial Statements were 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 with reference to Financial Statements and their Operating Effectiveness. Our audit of Internal Financial Controls with reference to Financial Statements included obtaining in understanding of Internal Financial Controls with reference to Financial Statements, 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 Auditors 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 Companys Internal Financial Controls with reference to Financial Statements.

Meaning of Internal Financial Controls with reference to Financial Statements

A Companys Internal Financial Control with reference to Financial Statements 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 Companys Internal Financial Control with reference to Financial Statements 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 authorisations of Management and Directors/Resolution Professional of the Company; and (3) provide reasonable assurance regarding prevention of timely detection of unauthorised acquisition, use or disposition of the Companys Assets that could have a material effect on the Financial Statements.

Inherent Limitations of Internal Financial Controls with reference to Financial Statements

Because of the Inherent Limitations of Internal Financial Controls with reference to Financial Statements, including the possibility of collusion or Improper Management override of controls, material misstatements due to error or fraud may occur and not to be detected. Also, projections of any evaluation of the Internal Financial Controls with reference to Financial Statements to future periods are subject to the risk that the Internal Financial Controls with reference to Financial Statements may become inadequate because of changes in conditions, or that the degree of compliance with the Policies or Procedures may deteriorate.

Opinion

According to the information and explanations given to us and based on our audit, no material weaknesses have been identified in the Operating Effectiveness of the Companys Internal Financial Control with reference to Financial Statements as at 31st March, 2024:

In our Opinion, the Company has, in all material respects, maintained adequate Internal Financial controls with reference to Financial Statements as of 31st March, 2024, based on

the internal control with reference to Financial Statements criteria established by the Company considering the essential components of Internal Control stated in the Guidance Note issued by the ICAI, the Companys Internal Financial Controls with reference to Financial Statements were operating effectively as of 31st March, 2024.

For RSM & ASSOCIATES

Chartered Accountants,

Firm Reg No: 002813S

	CA. E. Madhusudhana Reddy
	Partner
Date: May 27th 2024	Membership No: 202308
Place: Hyderabad	UDIN: 24202308BKAJTN6308

ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirements section of our report to the Members of BODHTREE CONSULTING LIMITED of even date)

To the best of our information and according to the explanations provided to us by the Company and the books of account and records examined by us in the normal course of audit, we state that:

i. In respect of the Companys Property, Plant and Equipment:

a. The Company has maintained records showing full particulars, including quantitative details and situation of Property, Plant and Equipment. However certain recordings are under process.

b. The Companies records showing full particulars of Intangible Assets, and Intangible Assets under Development has few shortfalls which are in the process of rectification as per the informations and explanation provided to us by the management.

c. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has a regular programme of physical verification of its Property, Plant and Equipment by which all property, plant and equipment are verified in a phased manner over a period of three years. In accordance with this programme, certain property, plant, and equipment were verified during the year. In our opinion, this 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.

d. The Company doesnt own any immovable property, hence reporting under this Clause is not applicable.

e. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not revalued, nor obtained a Valuation Report by a Registered Valuer as defined under rule 2 of the Companies (Registered Valuers& Valuation) Rules,2017. With respect to Property, Plant and Equipment.

f. According to information and explanations given to us and on the basis of our examination of the records of the Company, there are no proceedings initiated or pending against the Company for holding any Benami Property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

ii. The Company is involved in providing Information Technology and IT Enabled Services, hence does not hold any

physical inventory. Therefore, reporting under this clause is Not Applicable.

iii. (a) The Company provided working capital loan in the nature short term loan to its 100% subsidiary Bodhtree

Human Capital Private Limited during the Previous year has been written ofi during the year as per NCLT Order.

(b) The Company is not engaged in the business to give loans primarily. Hence clause (iii) (a) is applicable.

During the year, the company has given loans to companies and other parties as per the following table.

Particulars	Loans & Advances given to Subsidiaries, Joint Ventures and Associates	Loans & Advances given to parties other than Subsidiaries, Joint Ventures and Associates
Balance Outstanding as at 01.04.2023	Rs.26,60,715.00/-	-
Written ofi during the Year as per NCLT Order	Rs.26,60,715.00/-	-
Balance Outstanding as at 31.03.2024	-	-

iv. The company has not advanced any loans, guarantees to directors of the company. Hence, this clause is not applicable to the company.

v. The Company has not accepted any deposits or amounts which are deemed to be deposits in contravention to the provisions of Sec 73 to 76 of The Companies Act, 2013, The Companies (Acceptance of deposit rules, 2014), any other relevant provisions of The Companies Act, 2013, and directives issues by Reserve Bank of India. No order has been passed by the Company Law Board or National Company Law Tribunal or RBI or any Court/ any other tribunal.

vi. As per information & explanation given by the management, The Central Government of India has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company. Accordingly, paragraph 3(vi) of the order is not applicable to the Company.

vii. (a) According to the information and explanations given to us and on the basis of our examination of the records,

the Company is generally regular in depositing undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, service tax, Goods and Services Tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues as applicable to the appropriate authorities have generally been regularly deposited during the year by the Company with the appropriate authorities,

(b) According to the information and explanations given to us, there are no material due so 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 dispute except as given below for as on 31st March 2024:

S.No. Particulars	Amount (Rs.)
1 TDS Payable	14,28,455
2 Provident Fund Payable	1,33,692
3 ESI Payable	5,152
Total	15,67,299

viii. According to the information and explanations given to us and on the basis of our examination of the records, there were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961).

ix. a. The Company has not defaulted in repayment of loans or interest thereon to any lender. Such loans and interest thereon have not been demanded for repayment during the relevant financial year.

b. The Company has not been declared willful defaulter by any bank or financial institution or other lender nor received any show cause from any lender.

c. In our opinion and according to the information and explanations given to us by the management, term loans were applied for the purpose for which the loans were obtained.

d. On an overall examination of the financial statements, Company has not utilized short term fund for long term investments.

e. On an overall examination of the financial statements of the company, the company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint venture.

f. According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies (as defined under the Act).

x. The Company has extinguished existing equity share capital and issued 1:10 ratio on existing shares to public and raised moneys from promoter of Rs.16 Crores during the year.

During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting under clause 3(x) (b) of the Order is not applicable.

xi. (a) According to information and explanations given to us and on the basis of our examination of the records of the Company, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year under audit.

(b) No report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report.

(c) According to information and explanations given to us and on the basis of our examination of the records of the Company, the company has not received any Whistle Blower compliant during the year.

xii. The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.

xiii. In our opinion, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 with respect to applicable transactions with the related parties and the details of related party transactions have been disclosed in the Standalone financial statements as required by the applicable accounting standards.

xiv. (a) In our opinion the Company has an adequate Internal Audit System commensurate with the size and the nature of its business.

(b) We have considered the Internal Audit Reports for the year under audit, issued to the Company during the year and till date, in determining the nature, timing and extent of our audit procedures.

xv. According to information and explanations given to us and on the basis of our examination of the records of the Company, the company has not entered into any non-cash transactions with directors or persons connected with its directors during the year under audit and hence provisions of section 192 of The Companies Act, 2013 are not applicable to the company.

xvi. In our opinion, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under clause 3(xvi)(a), (b) and (c) of the Order is not applicable.

In our opinion, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting under clause 3(xvi)(d) of the Order is not applicable.

xvii. The Company has not incurred cash losses during the financial year covered by our audit and the immediately preceding financial year.

xviii. We are the Statutory Auditor of the Company during the year and there are no concerns of outgoing auditor.

xix. According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, we are of the opinion that the company is in a capacity to repay all its liabilities, during the year the company is undergoing Corporate Insolvency Resolution Process, the company has declared a loss of Rs.2,50,73,302.17/-, however as per the information and explanation provided to us by the management the company is showing positive traits of business revivals and future work orders which indicates the financial position of the company will improve in the future.

xx. (a) Section 135 of the Companies Act, 2013, related to corporate social responsibility is applicable to company, however during the year the company has undergone Corporate Insolvency Resolution Process due to which it was not in a position to spend any amount towards corporate social responsibility as per the information and explanations given to us by the management.

(b) There is no amount to be spent for other than ongoing projects towards corporate social responsibility (CSR). Hence, reporting under clause 3(xx)(a) of the order is not applicable for the year.

(b) The Company does not have any ongoing projects relating to CSR. Hence, reporting under clause 3(xx)(b) of the order is not applicable.

xxi. There have been no adverse remarks in the audit report related to the subsidiary of the company as per the audit reports.

For RSM & ASSOCIATES

Chartered Accountants,

Firm Reg No: 002813S

	CA. E. Madhusudhana Reddy
	Partner
Date: May 27th 2024	Membership No: 202308
Place: Hyderabad	UDIN: 24202308BKAJTN6308