Datakosa Ltd Directors Report

DEAR MEMBERS,

Your Directors are pleased to present the 44th (Forty Fourth) Annual Report on the business and operations of Bodhtree Consulting Limited, along with Audited Standalone Financial Statements for the financial year (FY) ended March 31, 2026.

UPDATE ON COMPLETION OF THE IMPLEMENTATION OF THE RESOLUTION PLAN

In terms of the NCLT Order dated December 12, 2023, and the approved Resolution Plan, the Company was required to achieve the Minimum Public Shareholding (MPS) of 25% as mandated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the Company undertook a Rights Issue during the year under review, and upon successful completion of the Rights Issue and allotment of 46,92,456 Equity Shares on July 25, 2025, the Company has complied with the MPS requirements. The equity shares of the Company continue to be listed and actively traded on BSE Limited, and the Company is carrying on its business operations in the normal course.

The Board is pleased to report that with the successful exit from CIRP and completion of all post-resolution compliances, the Company has made a fresh start and remains committed to strengthening its operations and creating long-term value for all its stakeholders.

FINANCIAL PERFORMANCE

A summary of the financial performance of the Company in FY 2025-26 is detailed below: (Amount in Rs. Lakhs)

Particulars	2025-26	2024-25
Revenue from Operations	1,942.99	607.41
Other Income	121.74	49.85
Total Income	2,064.73	657.26
Work Execution expenses	1,201.13	469.85
Employee Benefits Expense	514.74	215.03
Finance costs	19.88	9.22
Depreciation and Amortization Expense	11.15	6.52
Other expenses	163.92	82.58
Total Expenditure	1,910.83	783.20
Profit before Tax	153.91	(125.94)
Total Tax expenses	10.01	(0.84)
Profit after Tax	142.58	(126.77)
Other Comprehensive Income/Loss for the financial year	(2.92)	2.41
Total Comprehensive Income/Loss for the financial year	139.65	(124.36)
Earnings per Equity Share - Face value of 10/- each	0.65	(0.74)

REVIEW OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

The highlights of the Companys performance on Standalone basis are as under:

The total revenue of the Company for the financial year ended March 31, 2026, was 2,064.73 Lakhs as compared to the previous years total revenue of 657.26 Lakhs. During this financial year the Company has earned a net profit of Rs 142.58 Lakhs as against the previous years net loss of (126.77) 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, 2026.

SHARE CAPITAL

As on March 31, 2026, the authorised share capital of the Company is 37,00,00,000/- (Rupees Thirty-Seven Crores) divided into 3,70,00,000 Equity Shares of 10/- each and the paid-up share capital of the Company as on March 31, 2026, is 21,86,55,700/- (Rupees Twenty-One Crores Eighty-Six Lakhs Fifty-Five Thousand Seven Hundred Only) divided into 2,18,65,570 Equity Shares of 10/- each fully paid-up.

During the year under review, the Company allotted 46,92,456 fully paid-up Rights Equity Shares of face value of 10/- each at a premium of 20/- per share (issue price of 30/- per share) pursuant to the Rights Issue in terms of the Letter of Offer

dated June 24, 2025, as per the Basis of Allotment approved by BSE Limited on July 25, 2025. Consequently, the paid-up share capital of the Company increased from 17,17,31,140/- (Rupees Seventeen Crores Seventeen Lakhs Thirty-One Thousand One Hundred and Forty Only) consisting of 1,71,73,114 Equity Shares of 10/- each to 21,86,55,700/- (Rupees Twenty-One Crores Eighty-Six Lakhs Fifty-Five Thousand Seven Hundred Only) consisting of 2,18,65,570 Equity Shares of 10/- each.

The proceeds raised through the Rights Issue have been utilised for the purposes as stated in the Letter of Offer dated June 24, 2025 and in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended.

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, 2026 to which the financial statements relate 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, 2026.

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 2025-26.

DIRECTORS

As on March 31, 2026, the board of directors consists of the following directors:

Sl.No.	Name of the Director	DIN	Designation
1	Mr. Santosh Kumar Vangapally	09331903	Whole-time Director
2	Mr. Kotla Nirvigna	09351042	Executive Director
3	Mr. Maruti Venkata Subbarao Poluri	02519170	Independent Director
4	Mr. Prashanth Mitta	02459109	Whole-time Director & CEO
5	Mr. Sreenivasa Rao Ravinuthala	03271625	Independent Director
6	Mrs. Sucharitha Bandugula	09410952	Non-executive Non-Independent Director
7	Mr. Ajay Kumar Giri	10254489	Independent Director

During the financial year 2025-26, Mr. Ravinder Reddy Surakanti (DIN: 07838836) and Mr. Nikshit Hemendra Shah (DIN: 07910462) resigned from their positions as Independent Directors of the Company with effect from May 08, 2025, and February 26, 2026, respectively, due to personal reasons and both directors have formally confirmed that there are no other material reasons for their resignations other than those stated in their respective resignation letters. The Board noted their resignations and placed on record its appreciation for the valuable services and contributions rendered by them during their tenure as Independent Directors of the Company.

Further, the Board of Directors at its meeting held on February 27, 2026, approved the appointment of Mr. Sreenivasa Rao Ravinuthala (DIN: 03271625) as a Non-Executive Independent Director of the Company, not liable to retire by rotation, for a period of five (5) consecutive years with effect from February 27, 2026. Mr. Sreenivasa Rao Ravinuthala has confirmed that he is not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India (SEBI) or any other such authority.

Subsequently, the shareholders of the Company, through Postal Ballot dated May 23, 2026, accorded their approval for the appointment of Mr. Sreenivasa Rao Ravinuthala (DIN: 03271625) as a Non-Executive Independent Director of the Company.

As per the provisions of the Companies Act, 2013, Mr. Prashanth Mitta will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. 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 Ms. Vidhi Sharma, Company Secretary & Compliance Officer.

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

1. Mr. Nagendra resigned as the Company Secretary & Compliance Officer of the Company w.e.f. close of business hours of October 31, 2025.

2. Ms. Vidhi Sharma was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. November 16, 2025.

BOARD COMMITTEES

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

a) Audit Committee

b) Nomination & Remuneration Committee

c) Stakeholders Relationship Committee

d) Management Committee

e) 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 input 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 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 Boards discussions in relation to the Companys 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 Directors 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.ai/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 arms 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, wherever 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 Companys website www.bodhtree.ai .

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 Companys 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 Companys website at www.bodhtree.ai

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 102 lakhs or more per annum, and the employees employed for part of the year and in receipt of 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 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 Companys 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.ai .

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 45thAnnual 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, 2026 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 2025-2026, 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 Companys internal control environment and monitors the implementation of audit recommendations including those relating to strengthening the Companys 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

M/s RPR & Associates, Practising Company Secretaries (Peer Review Certificate No. 1425/2021), represented by Mr. Y. Ravi Prasada Reddy, Practising Company Secretary (COP No. 5360), were appointed as the Secretarial Auditors of the Company at the 43rd Annual General Meeting for a term of five consecutive years commencing from FY 2025-26 and ending with FY 2029-30, i.e., from the conclusion of the 43rd Annual General Meeting until the conclusion of the 48th Annual General Meeting of the Company.

Accordingly, M/s RPR & Associates, Practising Company Secretaries, conducted the Secretarial Audit of the Company for the financial year 2025-26 pursuant to the provisions of Section 204 of the Act and the rules made thereunder. The Secretarial Audit Report for the financial year 2025-26 is annexed to this Report as Annexure-IV . The Secretarial Audit Report is selfexplanatory and contains the observations/qualifications, wherever applicable, together with the managements comments thereon.

In terms of the amended SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Company had obtained the Secretarial Compliance certificate for the FY 2025-26 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)

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility were not applicable to the Company for FY 2025-26, as the Company did not meet any of the thresholds prescribed under Section 135(1), namely, net worth of 500 crore or more, turnover of 1,000 crore or more, or net profit of 5 crore or more during the immediately preceding financial year, i.e., FY 2025-26. Consequently, the Company was not required to constitute a CSR Committee or contribute towards CSR activities during the year under review.

Notwithstanding the above, the Company remains committed to building its CSR capabilities on a sustainable basis and will undertake CSR activities as and when it becomes applicable and the opportunity arises.

As the Company was not required to comply with the CSR provisions during FY 2025-26, the Annual Report on CSR activities under Section 135 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not annexed to this Report.

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 Managements Discussion and Analysis Report for the year ended March 31, 2026, 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 Companys 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 COMPANYS EQUITY SHARES

The equity shares of the Company continue to remain listed on BSE Limited. During the year under review, the Company successfully completed a Rights Issue in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws.

Pursuant to the Rights Issue, the Company allotted 46,92,456 (Forty-Six Lakh Ninety-Two Thousand Four Hundred and Fifty- Six) fully paid-up equity shares of face value of 10/- each at an issue price of 30/- per equity share (including a premium of 20/- per equity share) to the eligible shareholders. BSE Limited, vide its approval letter dated July 28, 2025, granted approval for the listing of the aforesaid equity shares. Subsequently, upon receipt of confirmation from the Depositories regarding credit of the shares to the respective beneficiary accounts, the said equity shares were admitted to dealings on BSE Limited. Consequently, the entire issued, subscribed and paid-up equity share capital of the Company is listed and available for trading on BSE Limited.

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 Companys 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.ai .

REPORTING OF FRAUD

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which need to be mentioned in this Report.

DECLARATION AS PER SECTION 134(3) OF THE COMPANIES ACT, 2013

During the year, the statutory auditors and secretarial auditor have not reported any instances of frauds committed by or against the Company by its Directors/ Officers/ Employees to the Audit Committee or Board under section 143(12) of the Companies Act, 2013 and rules made thereof. Therefore, no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, no application was made under the Insolvency and Bankruptcy Code, 2016 and there were no one time settlement with any of the Banks or Financial Institutions.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

DIVIDEND DISTRIBUTION POLICY

The web link of the Dividend Distribution Policy is placed on the Companys Website www.bodhtree.ai for the perusal of the shareholders.

STATEMENT OF DEVIATION(S) OR VARIATION(S) IN THE USE OF PROCEEDS

Pursuant to Regulation 32(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this is to state that during the year under review, the Company undertook a Rights Issue of 46,92,456 Equity Shares, pursuant to the Letter of Offer dated June 24, 2025. Accordingly, Regulation 32(1)(b) of the SEBI (LODR) Regulations, 2015 was applicable to the Company during the year under review. In compliance with the SEBI ICDR Regulations, the Company had appointed CRISIL Ratings Limited as the Monitoring Agency to monitor the utilisation of proceeds raised through the Rights Issue. The proceeds so raised have been fully utilised for the purposes/objects as stated in the Letter of Offer, and the Company has been in compliance with the said Regulation, including the requirement of monitoring and reporting the use of proceeds, until the complete utilisation of the proceeds raised through the Rights Issue.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Listing Regulations mandate the inclusion of the BRSR as part of the Annual Report for top 1,000 listed entities based on market capitalisation. In accordance with the Listing Regulations, our company does not fall under 1,000 listed entities based on market capitalisation.

TRANSFER OF UNCLAIMED DIVIDEND(S)/ SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Section 124(5) and Section 124(6) of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, dividends that remain unpaid or unclaimed for seven consecutive years are required to be transferred to the Investor Education and Protection Fund (IEPF), and the shares in respect of which dividend has remained unclaimed for seven consecutive years are also required to be transferred to the IEPF, after giving due notice to the concerned shareholders.

Shareholders are further informed that the statutory period of seven years in respect of unclaimed dividend amounts pertaining to FY 2016-17 and FY 2017-18 has been completed. Accordingly, in compliance with the applicable provisions, the Company has initiated the process of transferring:

(i) the unclaimed dividend amount pertaining to FY 2016-17, along with the corresponding equity shares in respect of which such dividend has remained unclaimed for seven consecutive years; and

(ii) the unclaimed dividend amount pertaining to FY 2017-18, along with the corresponding equity shares, wherever applicable, in respect of which such dividend has remained unclaimed for seven consecutive years, to the Investor Education and Protection Fund (IEPF) Authority.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual Report referred to in Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for the financial year ended March 31, 2026 will be made available on the Companys website at https://bodhtree.ai/annual-reports/

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Companys goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences and other factors, and contribute to the best of their abilities. In line to make the workplace a safe environment, the Company has setup a policy on prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (PoSH Act). Further, the Company has complied with the provisions under the PoSH Act relating to the framing of an anti-sexual harassment policy and the constitution of an Internal Committee.

The Company has not received any complaints of workplace complaints, including complaints on sexual harassment during the year under review.

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
4	Forced Labour	0	0	0
5	Wages and Salary	0	0	0
6	Other HR Issues	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

Pursuant to Rule 3(1) of the Companies (Accounts) Rules, 2014, and as required to be disclosed under Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, the Company confirms that it has used accounting software for maintaining its books of account for the financial year ended March 31, 2026, 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. Further, the audit trail feature has not been tampered with, and the audit trail has been preserved by the Company as per the statutory retention requirement.

DESIGNATION OF PERSON RESPONSIBLE FOR COMPLIANCE UNDER SBO RULES.

Pursuant to Rule 9 of the Companies (Significant Beneficial Owners) Rules, 2018, every company is required to designate a

person responsible for furnishing information to the Registrar with respect to beneficial interest in shares of the Company, and for extending cooperation to the Company and the Registrar in identifying significant beneficial owners.

Accordingly, the Board has designated Mr. Prashanth Mitta, CEO and Whole-time Director of the Company, as the Designated Person for this purpose. 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 2025-26.

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 2025-26.

During the year, ten Board Meetings were held. The dates of the ten meetings are May 08, 2025, June 11, 2025, July 09, 2025, August 08, 2025, October 29, 2025, November 14, 2025, January 03, 2026, February 02, 2026, February 13, 2026, and February 27, 2026.

During the year, six Audit Committee meetings were held. The dates of the six Audit Committee meetings are May 08, 2025, July 09, 2025, October 29, 2025, November 14, 2025, February 02, 2026, and February 13, 2026.

During the year, two Nomination & Remuneration Committee meetings were held. The dates of the two Nomination & Remuneration Committee meetings are October 29, 2025, and February 27, 2026.

During the year, one Stakeholders Relationship Committee meeting was held on October 29, 2025.

During the year, one Independent Directors meeting was held on October 29, 2025.

During the year, four Right Issue Committee meetings were held on June 17, 2025, June 19, 2025 June 24, 2025, and July 25, 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 2025-26 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part of this Boards 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 Boards 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 Boards 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 Companys website i.e. www.bodhtree.ai

• 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 DIRECTORS 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 Boards 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 employees 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.

6. Rights Issue of Shares : During the year under review, the Board of Directors, at its meeting held on June 11, 2025, approved raising funds by way of a Rights Issue of Equity Shares of face value of 10/- each, not exceeding 1,410 Lakhs (including premium), for capital expenditure, long-term working capital requirements and general corporate

purposes. The Rights Issue Committee, at its meeting held on June 24, 2025, fixed issue price at 30/- per share (including premium of 20/-), with the offer period from July 07, 2025 to July 24, 2025.

The Rights Issue Committee, at its meeting held on July 25, 2025, approved the allotment of 46,92,456 fully paid- up Equity Shares aggregating to 14,07,73,680/-, pursuant to the Letter of Offer dated June 24, 2025 and the Basis of Allotment approved by BSE Limited. The Company had appointed CRISIL Ratings Limited as the Monitoring Agency in compliance with the SEBI ICDR Regulations. The issue proceeds have been fully utilised for the objects stated in the Letter of Offer, with no deviations.

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 2025-26 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 2025-26 have been prepared on a going concern basis;

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

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

APPRECIATION

The Board wishes to place on record its sincere appreciation for the hard work, dedication and commitment shown by the employees at all levels. Their enthusiasm and unstinting efforts have enabled the Company to streamline all pending compliances, paving the way for a fresh and promising start for the Company.

CAUTIONARY STATEMENT

Statements in this Report, particularly those relating to the Management Discussion and Analysis, describing the Companys objectives, projections, estimates and expectations, may constitute forward-looking statements within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed or implied in such statements, depending on various risks, uncertainties and other factors, including but not limited to economic conditions affecting demand and supply, government regulations, tax laws, and other statutes and incidental factors.

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.

ANNEXURE-I

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

[(Information Under Section 134(3)(m) of The Companies Act, 2013, Read with Rules 8(3) of the Companies (Accounts) Rules, 2014]

FORM A

1. CONSERVATION OF ENERGY

(i) Energy Conservation measures :	Nil
(ii) Total energy consumption :	Nil
2. TECHNOLOGY ABSORPTION :	Nil
FORM B
(Disclosure of particulars with respect to Technology Absorption)
A. Research and Development (R & D)
1. Specific areas in which R & D is carried out by the company :	NA
2. Benefits derived as a result of the above R & D :	NA
3. Future plan of action :	NA
4. Expenditure on R & D :	NA
B. Technology absorption, adaptation and innovation :	NA

The Company is making all its efforts for improving productivity, product quality and reducing consumption of scarce raw materials and fuels.

3. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows:

(In Rs.)

Particulars	March 31, 2026 (12 Months)	March 31, 2025 (12 Months)
Earnings	3,16,30,623	2,15,30,023
Outgo	--	--

ANNEXURE-II

FORM AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for Disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso is given below:

1. Details of contracts or arrangements or transactions not at Arms length basis::

There were no contracts or arrangements or transactions entered into during the year ended 31 March, 2026, which were not at arms length basis.

2. Details of contracts or arrangements or transactions at Arms length basis:

The details of contracts or arrangements or transactions at arms length basis are as follows:

Nature of contract & Name of the related party	Nature of relationship	Duration of Contracts	Salient Terms	Amount ( in Lakhs)
Sales	-	-	-	-
Purchases	-	-	-	-
Managerial Remuneration
1. Mr. Santosh Kumar Vangapally	Whole-time Director			Nil
2. Mr. Nirvigna Kotla	Executive Director			Nil
3. Mr. Prashanth Mitta	Whole-time Director& CEO	Ongoing	As per the appointment letters	24.00
4. Mr. Nagendra Guddada	Company Secretary	-		7.27
5. Ms. Vidhi Sharma	Company Secretary	Ongoing		2.91
Loans 1. Mr. Prashanth Mitta	Whole-time Director & CEO	Fully Repaid	Unsecured loan of 78.12 Lakhs received	Nil
			during the year was fully repaid and the outstanding balance as at 31st March 2026 is Nil.
2. Wilmer Technologies LLP	Common director			-
Reimbursement of Expenses	-	-	-	-
Debit Balances	-	-	-	-
Credit Balances	-	-	-	-
Investments	-	-	-	-

ANNEXURE-III

The details of remuneration during the year 2025-26 as per Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2015 are as follows:

Information as per Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(Amount Rs. in Lakhs)

Name of Managerial Personnel	Designation	Ratio of Remuneration to MRE	% of Increase / Decrease in Remuneration
Mr. Santosh Kumar Vangapally	Whole-time Director	-	-
Mr. Kotla Nirvigna	Executive Director	-	-
Mr. Prashanth Mitta	Whole-time Director & CEO	2:1	-
Mr. Sreenivasa Rao Ravinuthala	Independent Director	-	-
Mr. Maruti Venkata Subbarao Poluri	Independent Director	0.07:1	-
Mr. Ajay Kumar Giri	Independent Director	0.08:1	-
Mrs. Sucharitha Bandugula	Non-executive Director	0.04:1	-
Mr. Nikshit Hemendra Shah*	Independent Director	0.10:1	-
Ms. Vidhi Sharma	Company Secretary	-	-
Mr. Nagendra Guddada$	Company Secretary	-	-

*Resigned w.e.f. February 26, 2026

$Resigned w.e.f. October 31, 2025.

Note: The details given above is on the basis of remuneration paid during the financial year 2025-26

1. The median remuneration of employees of the Company during the financial year 2025-26 was increased by 54.16% as compared to the previous financial year. This increase is primarily attributable to a significant increase in the number of employees of the Company from 7 in FY 2024-25 to 23 in FY 2025-26, resulting in a change in the composition and distribution of employee remuneration used for computation of the median.

2. The number of permanent employees on the rolls of the Company as of March 31, 2026 is 23.

3. The average increase in remuneration of employees other than managerial personnel was 54.16%, mainly due to new appointments. Managerial remuneration increased by only 9.09% during the year, with two Whole-time/ Executive Directors drawing no remuneration. There are no exceptional circumstances for any increase in managerial remuneration.

4. It is affirmed that the remuneration paid to Directors, Key Managerial Personnel and other employees is as per the Nomination and Remuneration Policy of the Company.