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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Bodhtree Consulting Ltd.

Mar 31, 2025

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

Update on Implementation of the Resolution Plan

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

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.

Financial performance A summary of the financial performance of the Company in FY 2024-25 is detailed below:	(Amount in Rs. Lakhs)
Particulars	2024-25	2023-24
Revenue from Operations	607.41	1,655.75
Other Income	49.85	64.96
Total Income	657.26	1720.71
Work Execution Expenses	469.85	1,480.42
Employee Benefits Expenses	215.03	139.61
Finance costs	9.22	113.70
Depreciation and Amortization Expense	6.52	25.44
Other expenses	82.58	131.80
Total Expenditure	783.20	1890.97
Profit before Tax	(125.94)	(170.26)
Total Tax expenses	(0.84)	76.17
Profit after Tax	(126.77)	(246.43)
Other Comprehensive Income/Loss for the financial year	2.41	(6.66)
Total Comprehensive Income/Loss for the financial year	(124.36)	(253.09)
Earnings per Equity Share - Face value of Rs. 10/- each	(0.72)	(1.47)

REVIEW OF OPERATIONS AND THE STATE OF COMPANYâS AFFAIRS

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

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

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

DIVIDEND

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

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

SHARE CAPITAL

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

CHANGE IN THE NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS

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

BUY BACK OF SHARES AND DISINVESTMENT

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

DEPOSITS

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

DIRECTORS

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

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

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

B) Appointment of Independent Directors:

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

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

C) Appointment of Whole-Time Director & CEO:

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

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

As on March 31, 2025, 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. Nirvigna Kotla	09351042	Executive Director
3	Mr. Maruti Venkata Subbarao Poluri	02519170	Independent Director
4	Mr. Ravinder Reddy Surakanti*	07838836	Independent Director
5	Mrs. Sucharitha Bandugula	09410952	Non-executive Non-independent Director
6	Mr. Ajay Kumar Giri	10254489	Independent Director
7	Mr. Nikshit Hemendra Shah	07910462	Independent Director
8	Mr. Prashanth Mitta	02459109	Whole-time Director & CEO

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

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

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

Key Managerial Personnel

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

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

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

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

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

BOARD COMMITTEES

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

(i) Audit Committee

(ii) Nomination & Remuneration Committee

(iii) Stakeholder''s Relationship Committee

(iv) Management Committee

(v) Rights Issue Committee

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

DECLARATION BY THE INDEPENDENT DIRECTORS

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

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

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

UNCLAIMED SECURITIES DEMAT SUSPENSE ACCOUNT

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

ANNUAL BOARD EVALUATION

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

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

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

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

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

Criteria for Performance Evaluation:

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

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

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

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

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

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

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

POLICIES

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

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

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

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

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

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

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

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

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

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

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

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

INDIAN ACCOUNTING STANDARDS (IND AS)

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

FAMILIARISATION PROGRAMME

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

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

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

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

AUDITORS

a) Statutory Auditors

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

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

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

b) Internal Auditors

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

c) Cost Auditors

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

d) Secretarial Auditors and Report

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

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE REPORT

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

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

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

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

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

RISK MANAGEMENT

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

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

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

The Board of Directors of the Company have adopted various policies like Related Party Transactions policy, Whistle Blower Policy and such other procedures for ensuring the orderly and efficient conduct of its business for safeguarding its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The details in respect of internal financial control and their adequacy are included in the management discussion & analysis, which forms part of this report.

LISTING OF COMPANYâS EQUITY SHARES

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

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

WHISTLE BLOWER POLICY

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

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

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

REPORTING OF FRAUD

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

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 Company''s Website www.bodhtree.com 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 SEBI (LODR) Regulations, this is to state that this Regulation is not applicable to the Company since the Company has not made public issue, rights issue or preferential issue during the year under review and accordingly there are no deviations or variations in the use of proceeds from the objects stated in the offer document or explanatory statement to the notice for the general meeting, as applicable.

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

During the FY 2024-25, there was no unpaid/ unclaimed dividend pertaining to FY 2017-18 to be transferred to the Investors Education and Protection Fund (''IEPF'') Account established by the Central Government.

Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended, the shares on which dividend remains unpaid / unclaimed for seven consecutive years or more shall be transferred to the Investor''s Education and Protection Fund (''IEPF'') after giving due notices to the concerned shareholders, which is not applicable to the Company during the year.

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, 2025 will be made available on the Company''s website at https://bodhtree.com/annual-reports/

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

The Company''s 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 work place 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 APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013.

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

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

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

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

PARTICULARS OF LOANS, GUARANTEES OR SECURITIES OR INVESTMENTS

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

CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

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

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

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

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

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

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

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

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

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

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

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

COMMITTEES OF THE BOARD

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

NOMINATION AND REMUNERATION POLICY

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

HUMAN RESOURCES

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

INSURANCE

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

REVISION OF FINANCIAL STATEMENTS

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

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

â¢ Code of conduct

â¢ Policy on prohibition of insider trading

â¢ Familiarisation programme for Non-executive directors

â¢ Familiarisation programme for Independent directors

â¢ Policy on related party transactions

â¢ Whistle Blower Policy

â¢ Remuneration Policy

â¢ Risk Management Policy

â¢ Policy for prevention of Sexual Harassment

â¢ Policy on Disclosure of Material Events

â¢ Policy on Document retention

â¢ Policy on material subsidiary

â¢ BCL the amended code for disclosure of UPSI

â¢ Terms and conditions of appointment of Independent Directors

â¢ Criteria of making payment to non-executive directors.

â¢ Dividend Distribution Policy

â¢ Policy to determine Materiality

NON-EXECUTIVE DIRECTOR''S COMPENSATION AND DISCLOSURES

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

INDUSTRY BASED DISCLOSURE

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

EVENT BASED DISCLOSURE

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

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

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

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

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

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

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

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

EMPLOYEES STOCK OPTIONS

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

APPRECIATION

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

CAUTIONARY STATEMENT

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

ACKNOWLEDGEMENT

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

Mar 31, 2024

Your directors have pleasure in presenting before you the 42nd Board''s Report on the Company''s business and operations, together with the audited financial statements for the financial year ended March 31, 2024.

Update on Implementation of the Resolution Plan

The RP invited expressions of interest and submission of a resolution plan in accordance with the provisions of the Code. Out of various resolution plans submitted by Resolution Applicants, the CoC approved the resolution plan submitted by Mr. Santhosh 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.

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.

Financial performance

In compliance with the provisions of the Companies Act, 2013 (''Act''), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations'') the Company has prepared its financial statements as per Indian Accounting Standards (''Ind AS'') for the FY 2020-21. The financial highlights of the Company''s operations are as follows:

(Amount in Rs. Lakhs)
Particulars	2023-24	2022-23
Total Income	1,720.71	3,933.99
Total Expenditure	1,890.97	6,884.13
Profit before Tax	(1,70.26)	(2,605.07)
Provision for Tax	--	--
Profit after Tax	(246.43)	(2,626.25)
Transfer to General Reserve	--	--
Profit available for appropriation	--	--
Provision for Proposed Dividend	--	--
Provision for Corporate Tax	--	--

Performance

a) Operations

The total revenue of the Company for the financial year ended March 31, 2024 was Rs. 1720.71 Lakhs as compared to the previous year''s total revenue of Rs. 3933.99 Lakhs. During this financial year the Company has incurred a net loss of Rs (246.43)/- as against the previous year''s net loss of Rs. (2626.25)/-.

b) Prospects

Post the revival of the Company vide Hon''ble NCLT, Hyderabad bench Order dated December 12, 2023 from which the new management has taken over the control of the Company, the new Board is studying the existing business lines of the Company as well as the prospects for entering the new business lines and the Board is confident that the Fy2024-25 will be a new start for the Company for its future growth.

Change in the nature of business

There was no change in nature of the business of the Company during the financial year ended on March 31, 2024.

Share Capital

As on March 31, 2024, 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 as compared to the previous year Authorized Capital of Rs. 37,00,00,000 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, 2024 is Rs. 17,17,31,140/- divided into 1,71,73,114 ,equity shares of Rs 10/- each as compared to the previous year Paid-up Capital of Rs. 19,95,82,360/- divided into 1,99,58,236 Equity Shares of Rs. 10/- each fully paid-up.

As per the approved resolution plan dated December 12, 2023, the Paid-up capital of Company was reduced from Rs. 19,95,82,360/- to Rs. 17,17,31,140/-

Transfer to reserves

For the financial year ended March 31, 2024, the Company has not transferred any amount to General Reserves and Surplus Account.

Dividend

Company has not declared any dividend during the year.

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, 2024.

Indian Accounting Standards (Ind AS)

Unclaimed securities demat suspense account

There were no unclaimed securities to be kept in the demat suspense account.

Deposits

Significant and material orders passed by the regulators

During the FY 2023-24, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future. However, Hon''ble NCLT, Hyderabad bench admitted the Company for IRP and approved the Resolution Plan on December 12, 2023 and disposed the IRP against 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, 2024 to which the financial statements relates and the date of signing of this report.

Board of Directors

At the end of FY 2023-24, the following are the Board of Directors of the Company

Sl.No	Name of the Director	DIN	Designation
1	Mr. Santosh Kumar Vangapally	09331903	Whole-time Director
2	Mr. Ravinder Reddy Surukanti	07838836	Independent Director
3	Mr. Kotla Nirvigna	09351042	Executive Director
4	Mr. Maruti Venkata Subbarao Poluri	02519170	Independent Director

During the year under review the suspended Board consisting of Mr. L N Ramakrishna (DIN: 03623543), Mr. Anil (DIN: 09331597), Mr. Naveen Erva (DIN: 09342849), Mrs. Subhashini Prattighantam (DIN: 09359263) and Mr. Srinivasan Pattabiraman (DIN: 09368916) were removed from the Board during the year by way of their resignations on December 18, 2023 in compliance with the approved Resolution Plan.

As on report date, the Board of Directors in its meeting held on December 18, 2023 and May 02, 2024 appointed the following new Board of Directors and members in their EGM held on July 31, 2024 approved their appointments.

Currently 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. Ravinder Reddy Surukanti	07838836	Independent Director
3	Mr. Kotla Nirvigna	09351042	Executive Director
4	Mr. Maruti Venkata Subbarao Poluri	02519170	Independent Director
5	Mr. Bandugula Sucharitha	09410952	Non-executive Non-independent Director
6	Mr. Ajay Kumar Giri	10254489	Independent Director
7	Mr. Nikshit Hemendra Shah	07910462	Independent Director
8	Mr. Prashanth Mitta	02459109	Whole-time Director & CEO

Note: S1.No. 1 to 4 were appointed on December 18, 2023 as per the approved Resolution Plan and S1.No. 5 to 8 were appointed on May 02, 2024 by the Board and whose appointment was approved by the members in their EGM held on July 31, 2024.

Key Managerial Personnel

During the FY 2023-24, the Company is having the following KMPs

1. Mr. Santosh Kumar Vangapally - Whole-time Director

2. Mr. Prashanth Mitta - Whole-time Director ¹

3. Mr. Bhanu Dinesh Alava - Chief Financial Officer ²

4. Mrs. Pompa Mukarjee - Company Secretary ³

5. Mrs. Saritha Johri - Company Secretary ⁴

Appointed as Whole-time Director w.e.f. form May 02, 2024.

² Appointed as Chief Financial Officer w.e.f. form December 18, 2024.

³ Resigned as Company Secretary w.e.f. from March 12, 2024.

⁴ Appointed as Company Secretary w.e.f. form July 01, 2024.

Declaration by the Independent Directors

The Company has received declarations from all independent directors of the Company confirming that they continue to meet the criteria of independence, as prescribed under Section 149 of the Companies Act, 2013, rules made there under and SEBI LODR Regulations. The Independent Directors have also confirmed that they have complied with the Company''s code of conduct.

Policy on Directors'' appointment and remuneration and other details

Annual Board Evaluation

Criteria for Performance Evaluation:

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

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

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

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

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

Familiarisation Programme

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

Particulars in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo

Subsidiary, Associate and Joint Venture Companies

As on March 31, 2024, your Company has no Subsidiary.

Related party transactions

All transactions entered with Related Parties for the year under review were on arm''s length basis and in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee and also the Board for approval, where ever 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.

Statement of Particulars of Appointment and Remuneration of Managerial Personnel/ employees:

Information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided along with a statement containing, inter alia, names of employees employed throughout the financial year and in receipt of remuneration of Rs. 102 lakhs or more, employees employed for part of the year and in receipt of Rs. 80.50 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.

Statutory Auditors

M/s. R S M & Associates., Chartered Accountants (Firm Registration No. 002813s) were appointed as Statutory Auditors of the Company at the at the 40th Annual General Meeting (AGM) of the Company held on 30th September 2022 for a term of 5 (Five) consecutive years to conduct the audit of F.Y. 2022-2023 to F.Y.2026-2027.

Auditors'' Report

(a) Statutory Auditors Report

The board of directors in its meeting held on May 27, 2024 duly reviewed the Statutory Auditor''s Report on the Accounts for the year ended March 31, 2024 and there has been no qualifications/ emphasis of the matter together with the management replies:

(b) Internal Auditors

During the year under review, GMK Associates., Chartered Accountants, has appointed as the internal auditors to review internal controls and operating systems and procedures as per the scope of audit.

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) Cost Audit Records

Appointment of Cost Auditors is not applicable as the turnover is less than applicable limit and hence maintenance of cost records was not applicable to the Company.

(e) Secretarial Auditors and Report

M/s. SPP & Associates who was appointed as the Secretarial Auditor of the Company for the FY 2023-24.

The Secretarial Audit for the financial year ended March 31, 2024, was carried out by M/s. SPP & Associates, Practicing Company Secretaries. The Report given by the Secretarial Auditors in Form MR-3 is annexed as Annexure-IV and forms integral part of this Report.

The board of directors in its meeting held on May 27, 2024 duly reviewed the Secretarial Auditor''s Report for the year ended March 31, 2024 and has noted the following qualifications/ observations/ deviations together with the management replies:

Secretarial Auditors Qualifications in the Secretarial Audit Report	Management Replies
Form IEPF-2 has not been filed in relation to change in details of Nodal Officer pursuant to Section 125(2) read with Rule 7(2B) of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2021.	The Company was admitted for IRP in the year 2023 and the Hon''ble NCLT, Hyderabad bench vide its Order dated December 12, 2023 approved the Resolution Plan and the new Board and management have taken control over the Company on December 12, 2023 and is in the process of identifying the gaps in compliance and to ensure compliance wherever possible. The management further informed that all the penalties levied by the BSE for delay in compliance were paid during the year.
a. Regulation 29(2) & 29(3) - prior intimation about the meeting of the board of directors: Delay in furnishing prior intimation about the meeting of the Board of Directors for the month of February 2024. b. Regulation 23(9) - disclosure of related party transactions on consolidated basis: Late submission of the financial results within the period prescribed under this regulation for the quarter ended September 2023. c. Regulation 33 - Submission of Financial Statements: Late submission of Financial statements for the quarters ended on 30-092023 and 31-12-2023. d. Regulation 25(3) - Separate meeting with independent directors: Separate meeting with independent directors was not held by the Company during the period under review under Regulation 25 of SEBI (LODR) Regulations, 2015 and point no. VTL of Schedule IV of the Companies Act, 2013 as Company undergone Corporate Insolvency Resolution Process (GRP) with effect from 20th February, 2023.
Regulation 3(5) of the SEBI (PIT) Regulations, 2015: Company is required to maintain and update the SDD software from time to time. During the period under review, the company could not update the details in SDD software maintained by the company due to technical issues.	SDD software has been updated and ensured complied and will be complying as and when the event occurs for capturing in the SDD.

In terms of the amended SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Company had obtained the Secretarial Compliance certificate for the FY 2023-214 from M/s. SPP & 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 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 of this Report.

Corporate Social Responsibility (CSR)

Since the Company did not have profits (average net profits for the last three financial years), it was not obligated to contribute towards CSR activities during FY 2023-24. However, the Company is committed to build its CSR capabilities on a sustainable basis and undertake CSR activities as and when the opportunity arises.

Management Discussion and Analysis Report

In terms of the provisions of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time, the Management''s Discussion and Analysis for the year ended march 31, 2024 is annexed hereto as Annexure-V and forms integral of this Report.

Corporate Governance

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization''s brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders'' expectations. It is imperative that your company''s affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of the stakeholders.

The Report on corporate governance for the year ended March 31, 2024, pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed hereto as Annexure-VII and forms integral of this Report.

Auditors'' certificate on Corporate Governance

As required by SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the auditor''s certificate on corporate governance regarding the compliance of conditions forms integral of this Report.

Statement containing additional information as required under Schedule V of the Companies Act, 2013

Risk Management

Internal Financial Control Systems and their adequacy

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

Listing of Company''s Equity Shares

The Company''s Equity shares were listed with M/s. BSE Limited. Due to capital reduction from Rs. 19,95,82,360/- to Rs. 17,17,31,140/- as required by the Resolution Plan approved by the Hon''ble NCLT, Hyderabad bench the trading in shares of the Company suspended by the stock exchanges from February 14, 2024 onwards.

The Company applied for re-listing of reduced capital of Rs. 17,17,31,140/- divided in to 1,71,73,114/- equity shares of Rs. 10/-each with the stock exchanges and obtained listing approval dated June 26, 2024. Corporate actions submitted to Depositories

which are under process.

The Company has paid the Annual Listing Fees to the said Stock Exchange for the Financial Year 2023-24.

Whistle blower Policy

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

Annual Return

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 (as amended), a copy of the Annual Return of the Company for the FY 2023-24 shall be placed on the Website of the Company at www.bodhtree.com.

Prevention of Sexual Harassment of Women at Workplace

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The internal complaints committee was duly constituted as required. During the financial year ended March 31, 2024, the Company has not received any Complaints pertaining to Sexual Harassment.

Particulars of Loans, Guarantees or Securities or Investments

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

Managing Director (MD) & Chief Financial Officer (CFO) Certification

The Whole-time Director 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 2023-24.

The Whole-time Director 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 Whole-time Director 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 2023-24.

During the year, Board convened ten meetings. The dates of the ten meetings are June 16, 2023, August 10, 2023, August 25, 2023, September 07, 2023, September 29, 2023, November 14, 2023, December 18, 2023, January 11, 2024, January 23, 2024 and February 12, 2024.

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 2023-24 and attendance of the Directors at each meeting is provided in the Report on Corporate Governance, which forms part of this Report.

Committees of the Board

The Composition of Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee

are mentioned in the Report on Corporate Governance.

Nomination and remuneration policy

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 behavior. 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

â¢ Code of conduct

â¢ Policy on prohibition of insider trading

â¢ Familiarisation programme for Non-executive directors

â¢ Familiarisation programme for Independent directors

â¢ Policy on related party transactions

â¢ Whistle Blower Policy

â¢ Remuneration Policy

â¢ Risk Management Policy

â¢ Policy for prevention of Sexual Harassment

â¢ Policy on Disclosure of Material Events

â¢ Policy on Document retention

â¢ Policy on material subsidiary

â¢ BCL the amended code for disclosure of UPSI

â¢ Terms and conditions of appointment of Independent Directors

â¢ Criteria of making payment to non-executive directors.

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 afiect the independence of the Directors. The details of sitting fee paid were given in the Report on corporate governance.

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:

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.

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

Pursuant to the requirement under Section 134 of the Companies Act, 2013 with respect to the Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirms:

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 2023-24 and of the statement of profit of the Company for that period;

iv. The annual accounts for the year 2023-24 have been prepared on a going concern basis.

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

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

Appreciation

Cautionary Statement

Acknowledgement

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the Thirty Sixth Annual Report of Bodhtree Consulting Limited (the âCompanyâ or âBodhtreeâ) on the business and operations and the Audited Accounts for the financial year ended 31 March, 2018, together with the Auditorsâ Report thereon. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial Summary:

Your Companyâs results (Standalone) for the year in comparison with the previous year are given below in a summarized format:

Particulars	2017-18	(Re. in Lakhs) 2016-17
Income from Operations	11449.51	7876.16
Other Income	22.95	87.62
Total Income	11472.46	7963.79
Operating Expenditure	10235.25	7397.32
Profit before depreciation & Tax	1237.21	566.46
Depreciation	579.28	120.39
Operating Profit	657.93	446.07
Prior Period & Exceptional Items	0	0
Profit before Tax & Extra-Ordinary Items	657.93	446.07
Extra-ordinary Items	0	0
Tax Expense / (Reversal)	214.98	162.12
Profit (Loss) after tax	442.95	283.96
Other Comprehensive Income	(12.20)	(7.87)
Total Comprehensive Income	430.75	276.09

2. Companyâs Performance:

During the year under review the Company reported a total income of Re. 11472.46 Lakhs against Re. 7963.79 Lakhs in the previous year. The Operating profit amounted to Re. 657.93 Lakhs as against operating profit of Re. 446.07 Lakhs in the previous year. The Company reported profit primarily due to the measures brought in by the management to reduce operational costs without compromising the ability to earn and grow further.

3. General Reserve:

The Company has not proposed to transfer any amount to the general reserve for the Financial Year ended 31 March, 2018.

With the proposed final dividend, the dividend for FY 2017-18 would be Re. 0.75 per fully paid-up equity share of Re. 10/- each (7.5% of the paid-up value) as against the total dividend of Re. 0.50 per equity share (5% of the paid-up value) declared in the previous year 2016-17.

The total dividend outgo would amount to Re. 1.80 crores (including Corporate Dividend Tax), a payout of 41.82 % of total comprehensive income of the Company for the financial year 2017-18.

Pursuant to the provisions of Section 124 of the Companies Act 2013, the Details of unpaid/unclaimed dividends lying with the Company as on the last Annual General Meeting of the Company is available on the website of the Company i.e. www.bodhtree.com under investors section. Shareholders are requested to ensure that they claim the dividend(s) from the Company before transfer to the Investor Education and Protection Fund. The seven year period of âUnpaid and Unclaimed dividend for the year 2016-117â which amounts to Re. 11,49,066/- (Rupees Eleven Lakhs Forty Nine Thousand and Sixty Six only) expires on 26 August, 2024 and the same will be transferred to the âInvestor Education and Protection Fundâ.

Members holding shares in electronic form may note that bank particulars registered against their respective depository accounts will be used by the Company for payment of dividend. The Company or its Registrars and Transfer Agents, Venture Capital and Corporate Investments Private Limited (âVenture Capitalâ) cannot act on any request received directly from the members holding shares in electronic form for any change of bank particulars or bank mandates. Such changes are to be advised only to the concerned Depository Participant by the members.

5. Share Capital:

The Paid-up Share Capital of the Company as on 31 March, 2018 is Re. 19,95,82,360/-.

During the year under review, the Company had converted 2425938 - 0.001% Compulsory Convertible Preference Shares on 26 April, 2017 in to 1912069 fully paid up equity shares of the Company and consequently the Paid-up Share Capital of the Company changed to Re. 19,95,82,360. As on 31 March, 2018 there are no outstanding convertible preference shares.

6. Listing of Companyâs Equity Shares:

The Companyâs Equity shares are listed with M/s. BSE Limited (Stock Exchange), Phiroze JeeJeebhoy Towers, Dalal Street, Mumbai - 400 001.

The Company has paid the Annual Listing Fees to the said Stock Exchange for the Financial Year 2018-19 on 01 June, 2018.

7. Change in the Nature of Business:

There is no change in the nature of the business of the Company during the year under review.

The Company holds more than 20% of total share capital of two other Companies which are M/s. Learnsmart India Private Limited and M/s. Pressmart Media Limited. But there was no Significant Influence shown by the Company on affairs of those Companies. There were no significant and material transactions with those Companies during the period under review. Management of the Company is different from that of those two Companies. Details in this regard are mentioned in Form No. MGT-9 (Extract of Annual Return) which can be accessed at the companyâs website www.bodhtree.com under investors section.

As per the provisions of Section 129(3) of the Companies Act, 2013 (the Act) read with Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Subsidiary in Form AOC-1 is enclosed as Annexure - IV to this Report.

Performance and financial position of each of the subsidiaries, associates and joint ventures:

As per Rule 8 of Companies (Accounts) Rules, 2014, a Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies of the Company is enclosed as Annexure - IV to this Report.

9. Management Discussion and Analysis:

The Management Discussion and Analysis forms an integral part of this Report and enclosed as Annexure - I and gives details of the overall industry structure, developments, performance and state of affairs of the Companyâs business, internal controls and their adequacy, risk management systems and other material developments during the financial year.

10. Extract of Annual Return:

As provided under section 92(3) of the Act, the extract of annual return is enclosed as Annexure - II in the prescribed Form No. MGT-9, which forms part of this report and also can be accessed at the companyâs website www.bodhtree.com under investors section.

11. Directorâs Responsibility Statement:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i) In preparation of annual accounts for the financial year ended 31^st March 2018 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31^st March 2018 and of the profit and loss of the Company for the year;

v) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companyâs internal financial controls were adequate and effective during FY 2017-18.

12. Statement on Declaration given by Independent Directors under Section 149(6):

The independent directors have submitted the declaration of independence, as required pursuant to Section 149(7) of the Act stating that they meet the criteria of independence as provided in Section 149(6) of the Act.

13. Details of Directors or Key Managerial Personnel:

During the year, Mr. Kommineni Srinivasa Rao resigned as a Director from the Board of Directors of the Company w.e.f. 25 May, 2017 due to his preoccupations. The Board places on record its sincere appreciation for Mr. Kommineni Srinivasa Rao value addition contributions and fruitful association with the Company and thanks him for providing valuable guidance to the Company during his tenure.

Dr. Krishnan Jayaraman has vacated the office of Directorship w.e.f. 11 May, 2017 due to the reason envisaged in Section 167 (1) (b) of the Companies Act, 2013 i.e. he absents himself from all the meetings of the Board of Directors held during a period of twelve months with or without seeking leave of absence of the Board.

During the year, Mr. Sanjiv Gupta, was re-appointed on retirement by rotation as Non-executive Non-Independent Director by the Members at the 35^th Annual General Meeting held on 22 July, 2017.

In accordance with the provisions of Act and the Articles of Association of the Company, Mrs. Lakkimsetti Muneashwari will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for re-appointment.

The aforesaid appointment/re-appointment of Director/s are subject to your approval.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are - Mr. L N Rama Krishna, Managing Director; Mr. Prabhakar Rao Kallur, Chief Financial Officer and Mr. Srikanth Reddy Kolli, Company Secretary. There has been no other changes in the key managerial personnel during the year under review.

14. Number of meetings of the board:

6 (Six) meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

15. Board Evaluation:

In a separate meeting of independent directors held on 14 February, 2018, performance of nonindependent 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 Boardâs discussions in relation to the Companyâs 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 Directorâs Responsibility Statement.

16. Policy on directorsâ appointment and remuneration and other details:

The Companyâs policy on directorsâ appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report.

17. Committees of Board:

Your Company has the following committees namely:

1. Audit Committee

2. Compensation Committee

3. Stakeholderâs Relationship Committee

4. Risk Management Committee

The constitution of all the committees are as per the Companies Act, 2013 and SEBI Listing Regulations. The details of the Constitution are mentioned in Corporate Governance Report, which forms part of this Report.

18. Corporate Governance Report:

Your Company has complied with the requirements of Regulation 17(7), 72 of SEBI (LODR) Regulations, 2015 read with Schedule II & V therein and the Corporate Governance Report including Auditorâs Certificate on compliance with the conditions of Corporate Governance specified in Schedule V(E) is enclosed as Annexure- VII to this report.

19. Consolidated Financial Statements:

The consolidated financial statements prepared and annexed in accordance with the Accounting Standards 21 and 23 as prescribed under Section 133 of the Act, read with Rule 7 of Companies (Accounts) Rules, 2014 and Guidelines issued by Securities and Exchange Board of India (âSEBIâ) also forms part of this Report.

As per the provisions of Section 136 of the Act, the Company will place separate audited accounts of its subsidiaries on its website www.bodhtree.com and copy of separate audited financial statements of its subsidiaries will be provided to the shareholders at their request.

20. Internal financial control systems and their adequacy:

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

21. Auditors:

Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, M/s. N K R &Co., Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the thirty second annual general meeting (AGM) of the Company held on 23 December, 2014 till the conclusion of the thirty seven AGM to be held in the year 2019, subject to ratification of their appointment at every AGM.

22. Auditorsâ report:

The auditorsâ report does not contain qualifications, reservations or adverse remarks since the adoption of Ind AS from the F.Y. 2017-18.

23. Directorsâ Responses on the Qualifications made by the Auditors:

The auditorsâ report does not contain qualifications, reservations or adverse remarks since the adoption of Ind AS from the F.Y. 2017-18.

24. Secretarial Auditor Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. P. S. Rao & Associates, Practicing Company Secretaries as Secretarial Auditors to conduct Secretarial audit of the Company for the financial year ended 31 March, 2018.

The Secretarial Audit Report issued by M/s. P. S. Rao & Associates, Practicing Company Secretaries in Form No. MR-3 is enclosed as Annexure - VIII to this Annual Report.

The Secretarial Audit Report does not contain any material qualifications, reservations or adverse remarks except the delayed compliances as required by the various statutes applicable to the Company during period under review.

25. Internal Auditors:

The Board of Directors of the Company have appointed M/s. Srinivas & Poorna, Chartered Accountants as Internal Auditors to conduct the Internal Audit of the Company for the Financial Year ended 31 March, 2018.

26. Risk management:

The board of directors of the Company has voluntarily formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy and various risks, including the risks associated with the economy, regulations, competition, foreign exchange, interest rate etc., are documented, monitored and managed efficiently.

27. Corporate Social Responsibility (CSR):

During the year under review, the Company does not fall under the purview of provisions of section 135 read with Schedule VII of the Companies Act, 2013. Hence the Company has not made any contributions towards CSR Activities.

28. Particulars of loans, guarantees and investments:

The particulars of loans, guarantees and investments have been disclosed in the financial statements, being a part of this Annual Report.

29. Deposits from public:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

30. Transactions with related parties:

Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - V in Form No. AOC-2 and the same forms part of this report.

The policy on materiality of Related Party Transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website www.bodhtree.com.

31. Vigil Mechanism:

In pursuant to the provisions of section 177 (9) & (10) of the Act, and SEBI Listing Regulations, a Vigil Mechanism for directors and employees to report genuine concerns has been established. Protected disclosures can be made by a whistle blower to the Chairman of the Audit Committee. The Policy on vigil mechanism may be accessed on the Companyâs website www.bodhtree.com.

32. Remuneration ratio of the directors/ Key Managerial Personnel/ Employees:

Statement showing disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of Annexure- III which is enclosed to this Board Report.

33. Particulars of Employees:

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of abovementioned annexure - III. A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of Rs. 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of abovementioned annexure - III which is enclosed to this Boardâs Report.

34. Conservation of energy, Technology absorption, Foreign exchange outgo:

The particulars as required to be disclosed pursuant to Section 134(3)(m) of the Companies Act, 2013, read with rule 8 of Companies (Accounts) Rules, 2014, are given to the extent applicable by way of Annexure - VI.

35. Human Resources:

The industrial relations of the Company continued to be harmonious during the year under review.

36. Employees Stock Options Scheme:

The Board in its Meeting held on 14 November, 2016 has approved BCL ESOP-2016 policy to its Employees with 10 Lakh fully paid-up Equity Shares, which were approved by the shareholders in the Annual General Meeting held on 30 September, 2016. The in-principle approval for the said 10 lakh options was obtained from BSE on 04 January 2017. The Company did not grant any options to its employees during F.Y. 2017-18. The details of Employees Stock Options pursuant to section 62 of the Companies Act, 2013 read with Rules made thereunder; and SEBI (Share Based Employee Benefits) Regulations, 2014 and erstwhile SEBI (Employee Stock Options Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are provided as Annexure - IX to this Report.

37. General:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Neither the Managing Director nor the Whole-time Director of the Company receive any remuneration or commission from any of its subsidiaries.

c. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

d. No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year and date of report.

Your Directors further state that during the year under review, there were no cases filed/registered pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

38. Acknowledgement:

The directors thank the Companyâs employees, customers, vendors, investors and academic institutions for their continuous support. The directors also thank the governments of various countries, Government of India, governments of various states in India and concerned government departments / agencies for their co-operation. The directors appreciate and value the contributions made by every member of the Bodhtree family.

For and on behalf of the Board

For Bodhtree Consulting Ltd

Place: Hyderabad

Date: 30 May, 2018 L N Rama Krishna. K Rajesh

Managing Director Director

DIN: 03623543 DIN: 02727491

Mar 31, 2017

Dear Members,

The Directors have pleasure in presenting the Thirty Fifth Annual Report of Bodhtree Consulting Limited (the "Company" or "Bodhtree") on the business and operations and the Audited Accounts for the financial year ended 31 March, 2017, together with the Auditors'' Report thereon. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial Summary:

Your Company''s results (Standalone) for the year in comparison with the previous year are given below in a summarized format:_

Particulars	2016-17	(Rs. in Lakhs) 2015-16
Income from Operations	7876.16	4621.37
Other Income	87.07	150.71
Total Income	7963.23	4772.08
Operating Expenditure	7412.28	4516.78
Profit (Loss) before depreciation & Tax	550.95	255.30
Depreciation	120.39	127.09
Operating Profit (Loss)	430.56	128.21
Prior Period & Exceptional Items	0	0
Profit before Tax & Extra-Ordinary Items	430.56	128.21
Extra-ordinary Items	0	0
Tax Expense / (Reversal)	163.83	(48.87)
Profit (Loss) after tax	266.73	177.08

2. Company''s Performance:

During the year under review the Company reported a total income of Rs. 7963.23 Lakhs against Rs. 4772.08 Lakhs in the previous year. The Operating profit amounted to Rs. 430.56 Lakhs as against operating profit of Rs. 128.21 Lakhs in the previous year. The Company reported profit primarily due to the measures brought in by the management to reduce operational costs without compromising the ability to earn and grow further.

3. General Reserve:

The Company has not proposed to transfer any amount to the general reserve for the Financial Year ended 31 March, 2017.

4. Dividend

The Board of Directors of the Company at its meeting held on 11 May, 2017 have recommended a final dividend @ 5% on the paid up Equity share capital of the Company i.e., Rs. 0.50 per Equity share on face value of Rs. 10 each, subject to the approval of shareholders in the ensuing Annual General Meeting.

5. Share Capital:

The Paid-up Share Capital of the Company as on 31 March, 2017 is Rs. 20,47,21,050.

During the year under review, the Company had converted 625000 - 0.001% Compulsory Convertible Preference Shares on 30 May, 2016 in to 500000 fully paid up equity shares of the Company and consequently the Paid-up Share Capital of the Company changed from Rs. 20,59,71,050 to Rs. 20,47,21,050. As on 31 March, 2017 there are 2425938 - 0.001% CCPS outstanding which shall be converted to the Equity on or before 26 April, 2017.

6. Listing of Company''s Equity Shares:

The Company''s Equity shares are listed with M/s. BSE Limited (Stock Exchange), Phiroze JeeJeebhoy Towers, Dalal Street, Mumbai - 400 001.

The Company has paid the Annual Listing Fees to the said Stock Exchange for the Financial Year 2017-18.

7. Change in the Nature of Business:

There is no change in the nature of the business of the Company during the year under review.

8. Subsidiaries, Joint Ventures and Associate Companies:

During the year under review, the Company is having one wholly owned subsidiary Company in the name and style of M/s. Bodhtree Human Capital Private Limited which is engaged in the business of staff augmentation and related service sector. The subsidiary Company did not commence business during the F.Y. 2016-17.

Performance and financial position of each of the subsidiaries, associates and joint ventures: As per Rule 8 of Companies (Accounts) Rules, 2014, a Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies of the Company is enclosed as Annexure - IV to this Report.

9. Management Discussion and Analysis:

The Management Discussion and Analysis forms an integral part of this Report and enclosed as Annexure - I and gives details of the overall industry structure, developments, performance and state of affairs of the Company''s business, internal controls and their adequacy, risk management systems and other material developments during the financial year.

10. Extract of Annual Return:

As provided under section 92(3) of the Act, the extract of annual return is given in Annexure - II in the prescribed Form No. MGT-9, which forms part of this report.

11. Director''s Responsibility Statement:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i) In preparation of annual accounts for the financial year ended 31^st March 2017 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31^st March 2017 and of the profit and loss of the Company for the year;

iii) The Directors have taken proper and sufficient care for their 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 Directors had prepared the annual accounts on a ''going concern'' basis;

v) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2016-17.

12. Statement on Declaration given by Independent Directors under Section 149(6):

13. Details of Directors or Key Managerial Personnel:

Mr. Nimmagadda Sriram resigned as a Director from the Board of Directors of the Company on 04^th November 2016 due to his preoccupations. The Board places on record its sincere appreciation for Mr. Nimmagadda Sriram value addition and fruitful association with the Company and thanks him for providing valuable guidance to the Company during his tenure.

During the year, upon the recommendation of Nomination and Remuneration Committee, Mr. Kommineni Srinivasa Rao was appointed as Additional Director (Non-Executive Independent) of the Company by the Board at its meeting held on 14 November, 2016 pursuant to Section 161 of the Act, read with Articles of Association of the Company and holds office up to the date of this AGM. Mr. Kommineni Srinivasa Rao resigned as a Director from the Board of Directors of the Company w.e.f. 25 May, 2017 due to his preoccupations. The Board places on record its sincere appreciation for Mr. Kommineni Srinivasa Rao value addition contributions and fruitful association with the Company and thanks him for providing valuable guidance to the Company during his tenure.

During the year, Mrs. Muneashwari Lakkimsetti, who was appointed as Non-executive Non Independent Women Director on the Board of the Company on 14 November 2015 was regularized as Director by the Members in 34^th Annual General Meeting held on 30 September, 2016.

Dr. Krishnan Jayaraman has vacated the office of Directorship w.e.f. 11 May, 2017 due to the following reason envisaged in Section 167 (1) (b) of the Companies Act, 2013 i.e. he absents himself from all the meetings of the Board of Directors held during a period of twelve months with or without seeking leave of absence of the Board.

In accordance with the provisions of Act and the Articles of Association of the Company, Mr Sanjiv Gupta will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

The aforesaid appointment/reappointment of Director/s are subject to your approval.

14. Number of meetings of the board:

5 (Five) meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

15. Board Evaluation:

In a separate meeting of independent directors held on 19 January, 2017, 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 nonexecutive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Criteria for Performance Evaluation:

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

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

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

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

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

16. Policy on directors'' appointment and remuneration and other details:

The Company''s policy on directors'' appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report.

17. Committees of Board:

Your Company has the following committees namely:

1. Audit Committee

2. Compensation Committee

3. Stakeholder''s Relationship Committee

4. Risk Management Committee

18. Corporate Governance Report:

Your Company has complied with the requirements of Regulation 17(7), 72 of SEBI (LODR) Regulations, 2015 read with Schedule II & V therein and the Corporate Governance Report including Auditor''s Certificate on compliance with the conditions of Corporate Governance specified in Schedule V(E) is enclosed as Annexure- VII to this report.

19. Consolidated Financial Statements:

As per the provisions of Section 136 of the Act, the Company will place separate audited accounts of its subsidiaries on its website www.bodhtree.com and copy of separate audited financial statements of its subsidiaries will be provided to the shareholders at their request.

20. Internal financial control systems and their adequacy:

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

21. Auditors:

Pursuant to the provisions of section 139 of the Act and the rules framed thereafter, M/s. Nisar & Kumar, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the thirty second annual general meeting (AGM) of the Company held on 23 December, 2014 till the conclusion of the thirty seven AGM to be held in the year 2019, subject to ratification of their appointment at every AGM.

22. Auditors'' report:

The auditors'' report does contain qualifications, reservations or adverse remarks which are mentioned in the Auditors report and which forms part of this Annual Report.

23. Directors'' Responses on the Qualifications made by the Auditors:

The Board of Directors is of the view that the provision for diminution in the value of investments will be made based on the assessment given by the expert Valuer and hence notable estimate the impact currently. The Board of Directors is confident of collecting the receivables and hence no estimation has been made. The Board of Directors is resorting to various measures to recover the outstanding debt balances and to settle statutory dues.

24. Secretarial Auditors Report :

The Secretarial Audit Report issued by M/s. P. S. Rao & Associates, Practicing Company Secretaries in Form No. MR-3 is enclosed as Annexure - VIII to this Annual Report.

25. Internal Auditors:

26. Risk management:

The board of directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

27. Corporate Social Responsibility (CSR):

28. Particulars of loans, guarantees and investments:

The particulars of loans, guarantees and investments have been disclosed in the financial statements, being a part of this Annual Report.

29. Deposits from public:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

30. Transactions with related parties:

The policy on materiality of Related Party Transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website www.bodhtree.com.

31. Vigil Mechanism:

32. Remuneration ratio of the directors/ Key Managerial Personnel/ Employees

33. Particulars of Employees:

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of Annexure - III. A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of Rs. 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of Annexure - III which is enclosed to this Board''s Report.

34. Conservation of energy, Technology absorption, Foreign exchange outgo:

35. Human Resources:

The industrial relations of the Company continued to be harmonious during the year under review.

36. Employees Stock Options Scheme:

The Board in its Meeting held on 14 November, 2016 has approved BCL ES0P-2016 policy to its Employees with 10 Lakh fully paid-up Equity Shares, which were approved by the shareholders in the last Annual General Meeting held on 30 September, 2016. The in principle approval for the said 10 lakh options was obtained from BSE on 04 January 2017. The Company did not grant any options to its employees during F.Y. 2016-17. The details of Employees Stock Options pursuant to section 62 of the Companies Act, 2013 read with Rules made there under; and SEBI (Share Based Employee Benefits) Regulations, 2014 and erstwhile SEBI (Employee Stock Options Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 are provided as Annexure - IX to this Report.

37. General:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Neither the Managing Director nor the Whole-time Director of the Company receive any remuneration or commission from any of its subsidiaries.

c. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

d. No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year and date of report.

38. Acknowledgements:

The directors thank the Company''s employees, customers, vendors, investors and academic institutions for their continuous support. The directors also thank the governments of various countries, Government of India, governments of various states in India and concerned government departments / agencies for their co-operation. The directors appreciate and value the contributions made by every member of the Bodhtree family.

For and on behalf of the Board

Place: Hyderabad

Date: 11 May, 2017

L N Ramakrishna. K Rajesh

Managing Director Director

DIN: 03623543 DIN: 02727491

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting the Thirty Fourth Annual Report of Bodhtree Consulting Limited (the "Company" or "Bodhtree") on the business and operations and the Audited Accounts for the financial year ended 31 March, 2016, together with the Auditors'' Report thereon. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial Summary:

Your Company''s results (Standalone) for the year in comparison with the previous year are given below in a summarized format:

Particulars	2015-16	(Rs. in Lakhs) 2014-15
Income from Operations	4621.37	4282.14
Other Income	150.71	57.23
Total Income	4772.08	4339.37
Operating Expenditure	4516.78	4124.70
Profit (Loss) before depreciation & Tax	255.30	214.67
Depreciation	127.09	153.12
Operating Profit (Loss)	128.21	61.54
Prior Period & Exceptional Items	0	0
Profit before Tax & Extra-Ordinary Items	128.21	61.54
Extra-ordinary Items	0	0
Tax Expense / (Reversal)	(48.87)	5.48
Profit (Loss) after tax	177.08	56.05

2. Company''s Performance:

During the year under review the Company reported a total income of Rs. 4772.08 Lakhs against Rs. 4339.37 Lakhs in the previous year. The Operating profit amounted to Rs. 128.21 Lakhs as against operating profit of Rs. 61.54 Lakhs in the previous year. The Company reported profit primarily due to the measures brought in by the management to reduce operational costs without compromising the ability to earn and grow further.

3. Dividend

Your Directors regret to inform that they do not recommend any dividend for the financial year 2015-16.

4. Transfer to Reserves:

The Company proposes to transfer an amount of Rs. 177.08 Lakhs to the general reserve out of the amount available for appropriation during the year under review.

5. Share Capital:

The Paid-up Share Capital of the Company as on 31 March, 2016 is Rs. 20,59,71,050.

During the year under review, the Company has raised funds through preferential offer of 0.001% Compulsory Convertible Preference Shares of Rs. 10/- each, to the extent of Rs 9.763 Crores including premium amount, to meet the working capital requirements, financially support the general corporate purposes and to maintain adequate liquidity for future expansion activities by the Company. As a result of this, the issued, subscribed and paid up capital of the Company has increased from Rs. 17,54,61,670 in FY 2014-15 to Rs. 20,59,71,050 in FY 2015-16.

6. Listing of Company''s Equity Shares:

The Company''s Equity shares are listed with M/s. BSE Limited (Stock Exchange), Phiroze JeeJeebhoy Towers, Dalal Street, Mumbai - 400 001.

The Company has paid the Annual Listing Fees to the said Stock Exchange for the Financial Year 2016-17.

7. Change in the Nature of Business:

There is no change in the nature of the business of the Company during the year under review.

8. Subsidiaries, Joint Ventures and Associate Companies:

During the year under review, a 100% wholly owned subsidiary Company in the name and style of M/s. Bodhtree Human Capital Private Limited was incorporated in order to tap the domestic as well as global market for the staff augmentation and related service sector. Consequently the Company has 1 (one) Subsidiary as on 31 March, 2016.

The Company holds more than 20% of total share capital of two other Companies which are M/s. Learn smart India Private Limited and M/s. Pressmart Media Limited. But there was no Significant Influence shown by the Company on affairs of those Companies. There were no significant and material transactions with those Companies during the period under review. Management of the Company is different from that of those two Companies. Details in this regard are mentioned in Form No. MGT-9 (Extract of Annual Return) which is enclosed to this report.

As per the provisions of Section 129(3) of the Companies Act, 2013 (the Act) read with Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the Company Subsidiary in Form AOC-1 is enclosed as Annexure - IV to this Report.

Performance and financial position of each of the subsidiaries, associates and joint ventures:

9. Management Discussion and Analysis:

The Management Discussion and Analysis forms an integral part of this Report and enclosed as Annexure -and gives details of the overall industry structure, developments, performance and state of affairs of the Company''s business, internal controls and their adequacy, risk management systems and other material developments during the financial year.

10. Extract of Annual Return:

As provided under section 92(3) of the Act, the extract of annual return is given in Annexure - II in the prescribed Form No. MGT-9, which forms part of this report.

11. Director''s Responsibility Statement:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i) In preparation of annual accounts for the financial year ended 31^st March, 2016 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31^st March, 2016 and of the profit and loss of the Company for the year;

iv) The Directors had prepared the annual accounts on a ''going concern'' basis;

v) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2015-16.

12. Statement on Declaration given by Independent Directors under Section 149(6):

13. Details of Directors or Key Managerial Personnel:

Mr. Ramanujam Kuppusamy resigned as a Director from the Board of Directors of the Company on 05^th August 2015 due to his preoccupations. The Board places on record its sincere appreciation for Mr. Ramanujam Kuppusamy value addition and fruitful association with the Company and thanks him for providing valuable guidance to the Company during his tenure.

During the year, Mr. Muthukrishnan Swaminathan was appointed as Independent Director on the Board of the Company for a period of Five years w.e.f. 30 September, 2015 and the Members approved his appointment at the 33^rd Annual General Meeting of the Company.

During the year, upon the recommendation of Nomination and Remuneration Committee, Mrs. Muneashwari Lakkimsetti was appointed as Additional Director (Non-Executive Non Independent) of the Company by the Board at its meeting held on 14 November, 2015 pursuant to Section 161 of the Act, read with Articles of Association of the Company and holds office up to the date of this AGM. Notice in writing under Section 160 of the Act, proposing her candidature for the office of Director of the Company, has been received by the Company. According to the provisions of section 149 and 152 of the Companies Act, 2013, she is proposed to be appointed as Women Director of the Company who is liable to retire by rotation.

In accordance with the provisions of Act and the Articles of Association of the Company, Mr L N Ramakrishna will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.

The aforesaid appointment/reappointment of Director/s are subject to your approval.

Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are - Mr. L N Ramakrishna, Managing Director; Mr. Prabhakar Rao Kallur, Chief Financial Officer and Mr. Srikanth Reddy Kolli, Company Secretary. During the year Ms. G Pushkarini had resigned as Company Secretary due to personnel reasons and the Board places on record its sincere appreciation for Ms. G Pushkarini value addition and fruitful association with the Company and thanks her for providing valuable guidance to the Company during her tenure. Thereafter Mr Srikanth Reddy Kolli was appointed as Company Secretary and Compliance Officer at the Board meeting held on 14 November, 2015. There has been no other changes in the key managerial personnel during the year under review.

14. Number of meetings of the board:

6 (Six) meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

15. Board Evaluation:

In a separate meeting of independent directors held on 12 February, 2016, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Criteria for Performance Evaluation:

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

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

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

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

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

16. Policy on directors'' appointment and remuneration and other details:

17. Committees of Board:

Your Company has the following committees namely:

1. Audit Committee

2. Compensation Committee

3. Stakeholder''s Relationship Committee

4. Risk Management Committee

18. Corporate Governance Report:

Your Company has complied with the requirements of Regulation 17(7), 72 of SEBI (LODR) Regulations, 2015 read with Schedule II & V therein and the Corporate Governance Report including Auditor''s Certificate on compliance with the conditions of Corporate Governance specified in Schedule V(E) is enclosed as Annexure-VII to this report.

19. Consolidated Financial Statements:

20. Internal financial control systems and their adequacy:

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

21. Auditors:

22. Auditors'' report:

The auditors'' report does contain qualifications, reservations or adverse remarks which are mentioned in the Auditors report and which forms part of this Annual Report.

23. Directors'' Responses on the Qualifications made by the Auditors:

24. Secretarial Auditor Report:

The Secretarial Audit Report issued by M/s. P. S. Rao & Associates, Practicing Company Secretaries in Form No. MR-3 is enclosed as Annexure - VIII to this Annual Report.

25. Internal Auditors:

26. Risk management:

27. Corporate Social Responsibility (CSR):

28. Particulars of loans, guarantees and investments:

The particulars of loans, guarantees and investments have been disclosed in the financial statements, being a part of this Annual Report.

29. Deposits from public:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

30. Transactions with related parties:

The policy on materiality of Related Party Transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website www.bodhtree.com.

31. Vigil Mechanism:

32. Remuneration ratio of the directors/ Key Managerial Personnel/ Employees:

33. Particulars Of Employees:

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of Annexure - III. A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of Rs. 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of Annexure -III which is enclosed to this Board''s Report.

34. Conservation of energy, Technology absorption, Foreign exchange outgo:

35. Human Resources:

The industrial relations of the Company continued to be harmonious during the year under review.

36. General:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise.

b. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

c. Neither the Managing Director nor the Whole-time Director of the Company receive any remuneration or commission from any of its subsidiaries.

d. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

e. No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year and date of report.

1. Acknowledgements:

The directors thank the Company''s employees, customers, vendors, investors and academic institutions for their continuous support. The directors also thank the governments of various countries, Government of India, governments of various states in India and concerned government departments / agencies for their cooperation. The directors appreciate and value the contributions made by every member of the Bodhtree family.

For and on behalf of the Board

Place: Hyderabad

Date: 12 August, 2016 Sd/- Sd/-

L N Ramakrishna. K Rajesh

Managing Director Director

DIN: 03623543 DIN:02727491

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Thirty Third Annual Report on the business and operations of your Company and the Audited Accounts for the financial year ended 31st March, 2015, together with the Auditors' Report thereon.

FINANCIAL SUMMARY:

Your Company's results for the year in comparison with the previous year are given below in a summarized format:

Rs. in Lakhs

Particulars 2014-15 2013-14

Income from Operations 4282.14 4670.04

Other Income 57.23 83.86

Total Income 4339.37 4753.90

Operating Expenditure 4124.70 4333.93

Profit (Loss) before depreciation & Tax 214.67 419.97

Depreciation 153.12 88.40

Operating Profit (Loss) 61.54 331.57

Prior Period & Exceptional Items 0 21.75

Profit before Tax & Extra-Ordinary Items 61.54 353.32

Extra-ordinary Items 0 0

Tax Expense / (Reversal) 5.48 (31.57)

Profit (Loss) after tax 56.05 321.75

REVIEW OF OPERATIONS:

During the year under review the Company reported a total income of Rs.4339.37 Lakhs against Rs.4753.90 Lakhs in the previous year. The Operating profit amounted to Rs.61.54 Lakhs as against operating profit of Rs.331.57 Lakhs in the previous year. The Company reported profit primarily due to the measures brought in by the management to reduce operational costs without compromising the ability to earn and grow further.

DIVIDEND:

Your Directors regret to inform that they do not recommend any dividend for the financial year 2014-15.

INFUSION OF CAPITAL:

During the year under review, the Company has not raised funds.

TRANSFER TO RESERVES:

An amount of Rs.56.05 Lakhs was transferred to reserves during the year under review.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Companies Act, 2013, Mr. Sanjiv Gupta retires by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

During the year, Mr. Palaniappna Natarajan, Managing director of the Company, resigned w.e.f. 24thJanuary, 2015 and Mr. Ramakrishna L.N., S.V.P. & C.F.O. of the Company was appointed as Managing Director w.e.f. 24th January, 2015. Mr. Prabhakar Rao Kallur, SM - Finance of the Company was designated as C.F.O. of the Company w.e.f. 14th February, 2015.

During the year, Mr. Shankaraiah Arram resigned from the directorship of the company w.e.f. 28th May, 2014 and Mr. Muthukrishnan Swaminathan was appointed as an additional director on the board of the company w.e.f. 30th May, 2015. Notice in writing under Section 160 of the Companies Act, 2013, proposing candidature of Mr. Muthukrishnan Swaminathan and Mr. Ramakrishna L.N. for the office of Director of the Company, has been received to appoint them as Directors of the Company. According to the provisions of section 149 and 152 of the Companies Act, 2013, Mr. Muthukrishnan Swaminathan has given declaration confirming that he meets the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. He is proposed to be appointed as Independent Director for a period of 5 years.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

DIRECTORS' RESPONSES ON THE QUALIFICATIONS MADE BY THE STATUTORY AUDITORS IN THE AUDITORS REPORT:

The Board of Directors is of the view that appropriate provisions will be made in the books of accounts upon quantification of the diminution in value of investments. The Board of Directors is resorting to various measures to recover the outstanding debit balances and to settle statutory dues.

LISTING:

Due to exit of Madras Stock Exchange Ltd, shares of the Company were shifted to dissemination board of NSE. Consequently, Company made direct listing application to BSE Limited and got listed therein w.e.f. 4th May, 2015.

AUDITORS:

Statutory Auditors:

At the 32ndAnnual General Meeting (AGM), M/s. Nisar & Kumar, Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of sixth consecutive Annual General Meeting to be held in the calendar year 2019. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditor shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. Nisar & Kumar, Chartered Accountants, as statutory auditors of the Company, is being placed for ratification by the shareholders. In this regard, the Company has received a certificate from the auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

Secretarial Auditors:

M/s.P.S.Rao & Associates, Practicing Company Secretaries, was appointed to conduct the Secretarial Audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rule 9 there-under. The secretarial audit report for FY 2014-15 forms part of this Report as Annexure -VII. The Board has appointed M/s.P.S.Rao & Associates, Practicing Company Secretaries, as Secretarial Auditors of the Company for the financial year 2015-16.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE OUTGO:

The particulars as required to be disclosed pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rules, 2014, are given to the extent applicable in Annexure-V

RISK MANAGEMENT POLICY:

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has formulated a policy on the Risk Management. The Risk Management Policy of the Company is posted on Company's website: www.bodhtree.com. Various risks, including the risks associated with the economy, regulation, competition, foreign exchange, interest rate etc., are documented, monitored and managed efficiently

SUBSIDARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

During the year under review, the company does not have any subsidiaries and joint ventures. Though the Company holds more than 20% of total share capital of two other companies there is no Significant Influence shown by the Company on affairs of those companies. There were no transactions with those companies during the period under review. Management of the Company is different from that of those two companies. Details in this regard are mentioned in MGT-9 (Annexure-II).

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

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.

NOMINATION AND REMUNERATION POLICY:

A committee of the Board named as "Nomination and Remuneration Committee" has been constituted to comply with the provisions of section 178, Schedule IV of the Companies Act and Clause 49 of the Listing Agreement and to recommend a policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters and to frame proper systems for identification, appointment of Directors & KMPs, Payment of Remuneration to them and Evaluation of their performance and to recommend the same to the Board from time to time. Nomination and Remuneration Policy of the Company is enclosed herewith as Annexure-VI

FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE, INDIVIDUAL DIRECTORS AND OF ITS COMMITTEES:

As required under the provisions of Schedule IV of the Companies Act, 2013 the performance evaluation of independent directors has been done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year under review, the company does not fall under the purview of provisions of section 135 read with Schedule VII of the Companies Act, 2013. Hence the company has not made any contributions towards CSR Activities.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors' confirm that:

i. In preparation of annual accounts for the financial year ended 31st March, 2015 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2015 and of the profit and loss of the Company for the year;

iii. The Directors have taken proper and sufficient care for their maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the annual accounts on a 'going concern' basis;

v. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

OTHER DISCLOSURES:

Board Meetings:

During the year under review Five Board Meetings were held. For further details, please refer report on Corporate Governance enclosed herewith.

Committees of Board:

Your company has the following committees namely:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder's Relationship Committee

4. Risk Management Committee

The constitution of all the committees are as per the Companies Act, 2013 and Listing Agreement with Stock Exchanges. The details of the Constitution are mentioned in Corporate Governance Report, which forms part of this Annual Report.

Corporate Governance Report:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement entered with the Stock Exchanges, Report on Corporate Governance including Auditor's Certificate on compliance with the code of Corporate Governance specified under the said Clause is enclosed as Annexure - VIII to this report.

Management Discussion and Analysis:

A brief note on the Management discussion and analysis for the year is enclosed as Annexure - I to this report.

Vigil Mechanism:

In pursuant to the provisions of section 117(9) & (10) of the Companies Act , 2013 and Clause 49 of the Listing Agreement a Vigil Mechanism for directors and employees to report genuine concerns has been established. Protected disclosures can be made by a whistle blower to the Chairman of the Audit Committee. The Policy on vigil mechanism may be accessed on the Company's website at the link:http://www.bodhtree.com/downloads/Whistle Blower Policv.pdf

Remuneration ratio of the directors/ Key Managerial Personnel/ Employees:

Statement showing disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed herewith as Annexure - III

PARTICULARS OF EMPLOYEES:

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure - III to the Board's report. A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of Rs. 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure - III to the Board's report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of the Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are given in the notes to the financial statements pertaining to the year under review.

DEPOSITS:

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

RELATED PARTY TRANSACTIONS:

Related party transactions entered during the financial year under review are disclosed in Note No.36 of the Financial Statements of the Company for the financial year ended 31st March, 2015. These transactions entered were at an arm's length basis and in the ordinary course of business. Form AOC-2, containing the note on the aforesaid related party transactions is enclosed herewith as Annexure - IV

The policy on materiality of Related Party Transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website www.bodhtree.com.

GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. Neither the Managing Director nor the Whole-time Director of the Company receive any remuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

5. No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year and date of report.

Your Directors further state that during the year under review, there were no cases filed/registered pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGMENTS:

Your Directors wish to express their gratitude to investors, analysts, financial institutions, banks, partners, vendors and various statutory authorities, business associates and customers who have extended their immense support to the Company. Your Directors commend all the employees of your Company for their continued dedication, significant contributions, hard work and commitment.

For and on behalf of the Board Place: Hyderabad Date: 14thAugust, 2015 Sd/- Sd/- Ramakrishna L.N. K.Rajesh Managing Director Director DIN: 03623543 DIN: 02727491

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Thirty Second Annual Report on the business and operations of your Company and the Audited Accounts for the financial year ended 31st March, 2014, together with the Auditors! Report thereon.

PERFORMANCE OF THE COMPANY:

Your Companyfs results for the year in comparison with the previous year are given below in a summarized format Rs. in Lakhs

Particulars 2013-14 2012-13

Income from Operations 4670.04 4286.80

Other Income 83.86 60.75

Total Income 4753.90 4347.55

Operating Expenditure 4333.93 4859.27

Profit (Loss) before depreciation & Tax 419.97 (511.72)

Depreciation 88.40 80.09

Operating Profit (Loss) 331.57 (591.81)

Prior Period & Exceptional Items 21.75 121.34 Profit before Tax & Extra-Ordinary Items 353.32 (713.15)

Extra-ordinary Items 0 0

Tax Expense / (Reversal) (31.57) 46.18

Profit (Loss) after tax 321.75 (666.97)

FINANCIAL PERFORMANCE:

During the year under review the Company reported a total income of Rs.4753.90 Lakhs against Rs.4347.55 Lakhs in the previous year. The Operating profit amounted to Rs.331.57 Lakhs as against operating loss of Rs.591.81 Lakhs in the previous year. The Company reported profit primarily due to the measures brought in by the management to reduce operational costs without compromising the ability to earn and grow further.

DIVIDEND:

Your Directors regret to inform that they do not recommend any dividend for the financial year 2013-14.

CAPITAL:

During the year under review, the Company has not raised funds.

TRANSFER TO RESERVES:

An amount of Rs.321.75 Lakhs was transferred to reserves during the year under review. DIRECTORS:

During the year, Mr.A.Shankaraiah, director of the Company, resigned w.e.f. 28th May, 2014. In accordance with the provisions of the Companies Act, 2013, Mr.Sanjiv Gupta retires by rotation at the ensuing Annual General Meeting and being eligi ble, has offered himself for reappointment.

According to the provisions of section 149 and 152 of the Companies Act, 2013, all Independent directors are proposed to be re-appointed for a period of 5 years. Necessary resolutions have been incorporated in the notice to the ensuing annual general meeting.

DIRECTORS'' RESPONSES ON THE QUALIFICATIONS MADE BY THE STATUTORY AUDITORS IN THE AUDITORS REPORT:

Propriety Audit was initiated to ascertain the current value of investments made in M/s.Pressmart Media Ltd. and M/s.Learnsmart (India) Private Ltd., the Board of Directors is of the view that appropriate provisions will be made in the books of accounts upon quantification of the value.

The Board of Directors is resorting to various measures to recover the outstanding debit balance from M/S.E2E Analytix Inc. and M/s.Learnsmart (India) Private Ltd., Statutory dues would be cleared once the cash inflow crisis gets settled.

DEPOSITS:

During the year, the Company has not accepted any deposits covered under the provisions of Section 58A of the Companies Act, 1956, read with Companies (Acceptance of the Deposit Rules), 1975 and as such, no amount of principal or interest was outstanding as on the balance sheet date.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors confirm as follows:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed, along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts for the year ended 31st March, 2014 on a going concern basis.

ADDITIONAL PARTICULARS:

The additional particulars as required by Sec. 217(1)(e) of the Companies Act, 1956, are applicable to your company only in respect of Foreign Exchange inflow and outgo. The details are as follows: (In Rupees)

Particulars 2013-14 2012-13

Value of Imports n CIF Basis Nil Nil

Expenditure in Foreign Currency 45,84,615 12,582,425.54

Foreign Currency Earnings n FOB 297,043,728.00 253,417,981.00

basis

AUDITING SYSTEM:

i. The financial statements have been audited by M/s.Pavuluri &Co., Chartered Accountants, the independent Auditor.

ii. The audit committee of your Company meets periodically with the internal auditor to review the performance of internal audit, to discuss the nature and scope of the internal auditor''s functions, and to discuss auditing, internal control and financial reporting issues. To ensure complete independence, the statutory auditor and the internal auditor have full and free access to the Members of the Audit Committee to discuss any matter of substance.

AUDITORS:

M/s.Pavuluri &Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Audit Committee and the Board recommended the re-appointment of M/s.Pavuluri & Co., Chartered Accountants, as Statutory Auditors of your Company.

The Company has received a letter from them to the effect that their appointment, if made, would be within the prescribed limits prescribed under Section 141 of the Companies Act, 2013 and

that they are not disqualified for re-appointment within the meaning of Section 139 (9) of the Companies Act, 2013. Accordingly, their appointment as Statutory Auditors is being proposed as an Ordinary resolution.

PERSONNEL:

Your Company''s employees are integral to the Company''s success Employees are empowered with friendly work conditions which propels them to improve their level of performance. Employeeis dedication and commitment for the growth of organization enabled the Company to deliver credible performance year after year. The Board of Directors acknowledges the contribution and efforts put in by the employees of the Company.

INDUSTRIAL RELATIONS:

Your Company has had harmonious relations throughout the year at all levels of the organization, and would endeavor to maintain this cordial relationship in the future. Your Directors wish to place on record their deep sense of appreciation for the valuable work done and cooperation extended by the employees at all levels.

CORPORATE GOVERNANCE:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement entered with the Stock Exchanges. Report on Corporate Governance including Auditons Certificate on compliance with the code of Corporate Governance under Clause 49 of the Listing Agreement is enclosed as Annexure - II to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A report on the Management Discussion and Analysis for the year under review is annexed as Annexurenl and forms part of the Annual Report.

ACKNOWLEDGEMENTS:

Your Directors express their sincere appreciation and gratitude to HDFC Bank, Banjara Hills Branch, Hyderabad, for their continued support and to all employees, shareholders, customers, partners, vendors and various statutory authorities, who have extended their immense support to the Company.

For and on behalf of the Board

Place: Hyderabad Date: 9th September, 2014 Sd/- Sd/-

Pal Natarajan K.Rajesh

Managing Director Director DIN: 0360789 DIN: 02727491

Mar 31, 2013

Dear Members,

The Directors take pleasure in presenting the Thirty First Annual Report on the operations of your Company and the Audited Accounts for the financial year ended 31st March, 2013, together with the Auditors'' Report thereon.

PERFORMANCE OF THE COMPANY:

Your Company''s results for the year in comparison with the previous year are given below in a summarized format:

Rs. in Lakhs

Particulars 2012-13 2011-2012

Income from Operations 4286.81 4,343,22

Other Income 60.75 78.53

Total Income 4347.55 4,421.75

Operating Expenditure 4854.55 4,181.67

Profit (Loss) before depreciation & Tax (507) 240.08

Depreciation 80.09 81.98

Operating Profit (Loss) (587.09) 158.10

Prior Period & Exceptional Items 121.34 94.43

Profit before Tax & Extra-Ordinary Items (708.43) 63.67

Extra-ordinary Items 0 0

Tax Expense/(Reversal) (41.47) 56.28

Profit (Loss) after tax (669.97) 7.39

FINANCIAL PERFORMANCE:

During the year under review the Company reported a total income for the year Rs.4347.55 Lakhs against Rs.4421.75 Lakhs in the previous year. The Operating profit (Loss) amounted to (Rs.587,09) Lakhs as against Rs.158.10 Lakhs in the previous year. The Company reported loss primarily due to increased man power costs and other overheads. Due to slow-down in overall IT industry and decrease in IT expenditure of big companies the projects initially planned were not taken-up by the customers causing the company to incur losses as substantial amount has been spent by hiring the man power and by setting-up the facilities on expectation of major projects which have become unutilized.

DIVIDEND:

Your Directors regret to inform that they do not recommend any dividend for the financial year 2012-13.

CAPITAL:

During the year the Company has issued and allotted 21,04,000 equity shares of Rs. 10/- each at a premium of Rs.15/- to specified allottees on preferential basis.

TRANSFER TO RESERVES:

There is no transfer to reserves during the year under review.

DIRECTORS:

During the year Mr. A. Shankaraiah and Mr. K. Ramanujam have been co-opted as Additional Directors w.e.f. 24th December, 2012 and Mr.K.Rajesh has been co-opted asAdditional Director w.e.f. 10th May, 2013 to act as Independent Directors. Notices in writing under Section 257 read with Section 190 of the said Act, along with a deposit of 500/- each proposing their candidature for the office of Director of the Company have been received to appoint them as Directors of the Company whose period of office shall be determinable by retirement of Directors by rotation.

During the year Mr.Muktesh Sharma, Mrs. Aruna Rani E and Mr.Ch.D.V.V. Prasad resigned from the directorship of the Company w.e.f. 28th September, 2012; 10th November, 2012 and 2nd April, 2013 respectively.

Mr. Sanjiv Gupta and Mr. Vikram Simha will retire at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

DIRECTORS'' RESPONSES ON THE QUALIFICATION MADE BY THE STATUTORY AUDITORS IN THE AUDITORS REPORT:

No quantification has been done on the fall of investments made in M/s. Pressmart Media Ltd. and M/s.Learnsmart (India) Private Ltd. The Board of Directors is of the view that appropriate provision will be made in the books of accounts once the quantification is done. Keeping this in view, steps are being initiated for determining the value of investments in Pressmart Media Ltd and M/s.Learnsmart (India) Private Ltd.

DEPOSITS:

During the year, the Company has not accepted any deposits covered under the provisions of Section 58A of the Companies Act, 1956, read with Companies (Acceptance of the Deposit Rules), 1975 and as such, no amount of principal or interest was outstanding as on the balance sheet date.

PARTICULARS REQUIRED UNDER SEC 217(2A) OF THE COMPANIES ACT, 1956, READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES, 1975, FOR THE YEAR UNDER REVIEW ARE ASUNDER:

No employee of the Company was in receipt of remuneration, during the financial year 2012-2013, in excess of the sum prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

DIRECTORS''RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217 (2AA)ofthe Companies Act, 1956, your Directors confirm as follows:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2013 the applicable accounting standards have been followed, along with proper explanation relating to material departures;

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts for the year ended 31st March, 2013 on a going concern basis.

ADDITIONAL PARTICULARS:

The additional particulars as required by Sec. 217(1)(e) of the Companies Act, 1956, are applicable to your company only in respect of Foreign Exchange inflow and outgo.

The details are as follows: (In Rupees)

Particulars 2012-13 2011-12

Value of Imports - CIF Basis Nil Nil

Expenditure in Foreign Currency 12,582,425.54 3,745,370

Foreign Currency Earnings - FOB basis 2,534,179,81.00 273,266,648

AUDITING SYSTEM:

i. The financial statements have been audited by M/s. Gokhale & Co., Chartered Accountants, the independent Auditor.

ii. The audit committee of your Company meets periodically with the internal auditor to review the performance of internal audit, to discuss the nature and scope of the internal auditor''s functions, and to discuss auditing, internal control and financial reporting issues. To ensure complete independence, the statutory auditor and the internal auditor have full and free access to the Members of the Audit Committee to discuss any matter of substance.

AUDITORS:

M/s. Gokhale & Co., Chartered Accountants, present Statutory Auditors of the Company, retires at ensuing Annual General Meeting and being eligible offer themselves for re-appointment as Statutory Auditors of the Company. Necessary confirmation has been received to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

PERSONNEL:

Your Company''s employees are integral to the Company''s success. They have played a significant role and enabled the Company to deliver credible performance year after year. The Board of Directors acknowledges the contribution and efforts put in by the employees of the Company.

INDUSTRIAL RELATIONS:

Your Company has had harmonious relations throughout the year at all levels of the organization, and would endeavor to maintain this cordial relationship in the future. Your Directors wish to place on record their deep sense of appreciation for the valuable work done and cooperation extended by the employees at all levels.

CORPORATE GOVERNANCE:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement entered with the Stock Exchanges. Report on Corporate Governance including Auditor''s Certificate on compliance with the code of Corporate Governance under Clause 49 of the Listing Agreement is enclosed as Annexure to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A report on the Management Discussion and Analysis for the year under review is annexed hereto and forms part of the Annual Report.

ACKNOWLEDGEMENTS:

Your Directors express their sincere appreciation and gratitude to HDFC Bank, Banjara Hills Branch, Hyderabad, for their continued support and to all employees, shareholders, customers, partners, vendors and various statutory authorities, who have extended their immense support to the Company.

For and on behalf of the Board

Sd/- Sd/-

Place: Hyderabad Pal Natarajan A. Shankaraiah

Date : 16 May, 2013 Managing Director Director

Mar 31, 2012

The Directors take pleasure in presenting the Thirtieth Annual Report on the operations of your Company and the Audited Accounts for the financial year ended 31st March, 2012, together with the Auditors' Report thereon.

PERFORMANCE OF THE COMPANY:

Your Company's results for the year in comparison with the previous year are given below in a summarized format:

(Rs. in Lakhs)

PARTICULARS 2011-12 12010-20111

Income from Operations 4,343.22 2,121.15

Other Income 78.53 71.77

Total Income 4,421.75 2,192.92

Operating Expenditure 4,181.67 2,156.78

Profit (Loss) before depreciation & Tax 240.08 36.14

Depreciation 81.98 76.15 Operating Profit (Loss) 158.10 (40.01) Prior Period & Exceptional Items 94.43 (9.99) Profit before Tax & Extra- Ordinary Items 63.67 (50.00)

Extra-ordinary Items 0 (236.43)

Tax Expense / (Reversal) 56.28 (78.32)

Profit (Loss) after tax 7.39 (208.11)

FINANCIAL PERFORMANCE:

The Total Income increased to Rs. 4,343.22 Lakhs from Rs. 2,121.15 Lakhs in the previous year. The Operating profit amounted to Rs. 158.10 Lakhs (3.6% of revenue) as against operating loss of Rs. 40.01 Lakhs (1.8% of revenue) in the previous year. The Profits of the company increased primarily due to addition of strong projects from one of company's key customers.

DIVIDEND:

Your Directors regret to inform that they do not recommend any dividend for the financial year 2011-12.

DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors wish to state as follows:

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

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis.

DEPOSITS:

During the year, the Company has not accepted any deposits covered under the provisions of Section 58A of the Companies Act, 1956, read with Companies (Acceptance of the Deposit Rules), 1975.

HUMAN RESOURCES:

Your company has rationalized its human resources effectively. The Company can boast of a stable core team of professionals, who have been steadfast in their loyalty to the company. The approach of the company has been to nurture talent and inculcate a sense of belonging amongst its personnel.

As on 31st March, 2012, the Company employs 536 persons including trainees.

DIRECTORS' RESPONSES ON THE QUALIFICATION MADE BY THE STATUTORY AUDITORS IN THE AUDITORS REPORT:

No quantification has been done on the fall of investments made in Pressmart Media Ltd. The Board of Directors is of the view that appropriate provision will be made in the books of accounts once the quantification is done. The loss of the subsidiary company has come down by 36.10% against the losses of previous financial year of that company. Keeping in view of this, steps will be initiated for determining the value of investments in Pressmart Media Ltd.

SUBSIDIARIES AND JOINT VENTURES:

The Company does not have any subsidiaries, as on date. It has a joint venture with Learnsmart (India) Private Limited.

DIRECTORS:

Mr. Muktesh Sharma and Mr. Sriram N, Directors, will retire at this General Meeting and being eligible offers themselves for re-appointment. The Board recommends for re-appointment. Brief profiles of Directors retiring by rotation are provided.

PARTICULARS OF EMPLOYEES:

The particulars of employees, which are required to be given under Sec 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Amendment Rules, 2011:

a. Particulars of employees who are in receipt of Rs. 60 lakhs or more per annum NIL

b. Particulars of employees employed for a part of the financial year with a salary of 5 lakh or above per NIL month

ADDITIONAL PARTICULARS:

The additional particulars as required by Sec. 217(1)(e) of the Companies Act, 1956, are applicable to your company only in respect of Foreign Exchange inflow and outgo.

The details are as follows: (In Rs.)

Particulars 2011-12 2010-11

Value of Imports-CIF Basis Nil Nil

Expenditure in Foreign

Currency 3,745,370 27,261,703

Foreign Currency

Earnings-FOB basis 273,266,648 147,660,333

AUDITORS:

M/s. Gokhale & Co., Chartered Accountants, present Statutory Auditors of the Company, retires at ensuing Annual General Meeting and being eligible offers themselves for re-appointment as Statutory Auditors of the Company. Necessary confirmation has been received to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Companies Act, 1956.

CORPORATE GOVERNANCE:

Attention of the members is drawn to Annexure-ll to this Report dealing with the practices of Corporate Governance, being followed by the Company. A certificate from the Statutory Auditors of the Company regarding compliance of the conditions of the Corporate Governance, as stipulated under Clause 49, also forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report are also part of this Report.

ACKNOWLEDGEMENTS:

Your Directors express their sincere appreciation and gratitude to HDFC Bank, Banjara Hills Branch, Hyderabad, for their continued support and to all employees, shareholders, customers and various statutory authorities, who have extended their immense support to the Company.

For and on behalf of the Board

Place . Hyderabad Pal Natarajan Aruna Rani E

Date : 3rd August, 2012 Managing Director Director

Mar 31, 2010

The Directors take pleasure in submitting their Report for the Financial Year ended 31 st March, 2010.

Financial Results

The Audited Balance Sheet of your Company as at 31 st March 2010, the Profit & Loss Account for the financial year ended on that date, along with the report of the Auditors thereon are being circulated with this report for your consideration. The salient features of the results are as follows:

Particulars Rs. in Lakhs

2009-10 2008-09

Income from Operations 2256.77 1605.75

Other Income 30.27 135.11

Total Income 2287.04 1740.86

Operating Expenditure 1710.68 952.56

Profit (Loss) before depreciation & Tax 576.36 788.30

Depreciation 71.20 73.91

Operating Profit 505.16 714.39

Prior Period Adjustment (51.37) 24.06

Profit after prior period adjustments 453.79 738.45

Tax and Provision for tax 128.32 154.93

Profit (Loss) after tax 325.47 583.52

Financial Performance

The Total Income increased to Rs. 2287.04 Lakhs from Rs. 1740.86 Lakhs in the previous year, at a growth rate of 31%. The Operating Profit amounted to Rs. 505.16 Lakhs (22% of revenue) as against Rs. 714.39 Lakhs (41% of revenue) in the previous year. The decrease in profit margin has been primarily due to increase in the employee cost necessitated due to induction of new resources to reach new markets.

Dividend

Based on the companys performance, your Directors are pleased to recommend for approval of the members a dividend of 12 %, amounting to Rs. 1.20/- per equity share of Rs. 10/- each. The dividend on the equity shares, if declared as above, would involve an outflow of Rs. 76,10,600/- towards dividend and Rs. 12,93,422/- towards dividend tax, resulting in a total outflow of Rs. 89,04,022/-.

Transfer to reserves

Out of the Rs. 325.47 Lakhs net profits, your Directors propose for transfer of Rs. 50 lakhs to reserves after appropriation for dividend.

Material Changes affecting the financial position of the company

The existing contract with Owens & Minor Inc., USA, was due to expire on December 31, 2010. After extending the validity by a further period of three years on May 18, 2010, the above client served a notice of termination for convenience on June 11, 2010 without attributing any valid reasons. Subsequently, it was found that another company claiming to have won the contract from the above client was accessing the Bodhtree portal containing the clients data. Bodhtree initiated Criminal action against the said company. Your Company has contested the validity of termination notice. Proceedings are pending before Indian Courts. The client has also initiated steps for arbitration under the contract in Richmond, Virginia. If the ongoing dispute with the above client results in the termination being upheld, there can be a substantial fall in the revenues and profits in the current year. Your Company has however been advised that there are very good chances of your company succeeding in the legal action/arbitration.

Joint Venture Proposal

Your Company has entered into an Agreement with Bodhtree Solutions Inc., USA to form a Joint Venture Company called Bodhtree Solutions Private Limited in India to take up off shore IT assignments from North America. Your Company will have a 40% stake in the above Joint Venture. Your Directors expect significant business opportunities to result from the joint venture.

Subsidiaries and Joint Ventures

Your company has two subsidiaries, namely Pressmart Media Limited and Pressmart Media Inc., USA.

The Audited Financial Statements of the subsidiaries and related information are attached to the Annual Report pursuant to the provisions of Section 212 of the Companies Act, 1956.

Leamsmart (India) Private Ltd., the joint venture company to implement the Web based assessment services for the school children has also been stabilizing its operations.

Consolidated Financial Statement

As required under the Listing Agreement with the Stock Exchange, a Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statement has been prepared in accordance with Accounting Standards 21, 23 and 27 issued by the Institute of Chartered Accountants of India and show the financial resources, assets, liabilities, income, profits and other details of the Company, its associate companies, its joint ventures and its subsidiaries after elimination of minority interest, as a single entity.

Trading of the companys shares in NSE

Your Directors are pleased to report that the National Stock Exchange has permitted trading in the shares of your Company with effect from August 9, 2010. This will provide the much needed liquidity to the shares of your company, which are listed in the Madras Stock Exchange.

Directors Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors wish to state as follows:

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

2. The directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis.

Directors

Dr. Akila Jaikumar resigned as Wholetime director (Operations) with effect from the 1 st April, 2010. Mr. Gusti Noria resigned as Director with effect from 28th May, 2010. The Board records its deepest appreciation for the contributions made by Dr. Akila Jaikumar and Mr. Gusti Noria during their tenure as directors of the company.

Mr. Muktesh Sharma retires by rotation at the ensuing Annual General Meeting, and is eligible for reappointment.

As required by clause 49 of the Listing Agreement with the Stock Exchange, a brief resume of Mr. Muktesh Sharma is included in the notice convening the Annual General Meeting.

Information as prescribed by Section 217(2A) of the Act, read with Companies (Particulars of Employees) (Amendment) Rules, 2002 is given as an Annexure-I to this Report.

Additional Particulars

The additional particulars as required by Sec. 217(1 )(e) of the Companies Act, 1956 are applicable to your company only in respect of Foreign Exchange inflow and outgo

The details are as follows: (In Rupees)

Particulars 2009-10 2008-09

Value of Imports-CIF Basis Nil 218,470

Expenditure in Foreign Currency 7,137,045 3,473,769

Foreign Currency Earnings - FOB basis 131,590,426 147,707,445

Auditors

M/s. Gokhale & Co., Chartered Accountants, the statutory auditors of the company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

Corporate Governance

A separate report in compliance with clause 49 of the Listing Agreement with the Stock Exchange along with Auditors certificate on corporate governance is annexed as Annexure-ll to, and forms a part of this Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report is annexed as Annexure III to this Report.

Acknowledgements

Your Directors wish to place on record their appreciation of the excellent enthusiastic support received from the team of dedicated employees in the activities of your Company.

For and on behalf of the Board

Date: 12 August, 2010

Registered Office:

1-8-617/2 Prakasham Nagar, Begumpet Sanjiv Gupta

Hyderabad - 500 016. Chairman

Mar 31, 2009

The Directors take pleasure in submitting their Report for the Financial Year ended 31st March, 2009. Financial Results The Audited Balance Sheet of your Company as at 31st March 2009, the Profit & Loss Account for the financial year ended on that date, along with the report of the Auditors thereon are being circulated with this report for your consideration. The salient features of the results are as follows:

Particulars Rs. in Lakhs 2008-09 2007-08

Income from Operations 1605.75 1036.66

Other Income 135.11 5.86

Total Income 1740.86 1042.52

Operating Expenditure 952.56 815.10

Profit (Loss) before depreciation & Tax 788.30 227.42

Depreciation 73.91 65.42

Operating Profit (Loss) 714.39 162.00

Prior Period Adjustment 24.06 0.97

Profit after prior period adjustments 738.45 162.97

Tax and Provision for tax 154.93 22.23

Profit (Loss) after tax 583.52 140.74

Financial Performance

The Total Income increased to Rs. 1740.86 Lakhs from Rs. 1042.52 Lakhs in the previous year, at a growth rate of 67%. The Operating Profit amounted to Rs.714.39 Lakhs (41% of revenue) as against Rs. 162 Lakhs (15.5% of revenue) in the previous year. The Net Profit after Tax was Rs. 583.52 Lakhs (33.5% of revenue) as against Rs. 140.74 (13.5% of revenue) in the previous year. The net profit for the year includes prior period adjustments of Rs. 24.06 Lakhs (previous year Rs. 0.97 Lakhs).

Dividend

Based on the companys performance, your Directors are pleased to recommend for approval of the members a dividend of 10%, amounting to Rs.l/- per equity share of Rs.10/- each. The dividend on the equity shares, if declared as above, would involve an outflow of Rs. 63.42 lakhs towards dividend and Rs. 10.77 lakhs towards dividend tax, resulting in a total outflow of Rs.74.19 Lakhs. If declared, it would be the maiden dividend for the company.

Transfer to reserves

There in no proposal for transfer of any profit to the general reserve. The whole of the net profits of Rs. 509.32 Lakhs after appropriation for dividend is proposed to be retained in the Profit and Loss Account.

Preferential Issue

During the year under review, the paid-up share capital of the Company increased from Rs. 524.85 Lakhs divided into 52,48,500 equity shares of Rs. 10/- each to Rs. 634.22 Lakhs divided into 63,42,167 equity shares of Rs. 10/- each, consequent to issue of 10,93,667 equity shares of Rs. 10/- each (at a premium of Rs. 17/- per share) on a preferential basis to persons other than promoters.

Utilisation of Proceeds of the Preferential Issue

The proceeds of the Preferential issue amounting to Rs. 295.29 Lakhs has been utilised to augment the resources of the company for its operations.

Subsidiaries and Joint Ventures

Your company has two subsidiaries, namely Pressmart Media Limited and Pressmart Media Inc., USA.

Pressmart Media Limited (PML) was floated as a subsidiary to take over the ePaper business of the company. Having obtained a funding equivalent to USD 6 million from foreign venture capital funds, PML is now poised for further growth, to establish itself as a global player. Your Directors are hopeful of accelerated growth of PML in the coming years.

Pressmart Media Inc., USA was incorporated as a wholly owned subsidiary by PML on the 3rd October, 2008. It has been floated primarily to oversee the USA operations of PML.

The Audited Financial Statements of the subsidiaries and related information are attached to the Annual Report pursuant to the provisions of Section 212 of the Companies Act, 1956.

Learnsmart (India) Private Ltd., the joint venture company to implement the Web based assessment services for the school children has also been stabilizing its operations.

Consolidated Financial Statement

As required under the Listing Agreements with the Stock Exchange, a Consolidated Financial Statement of the Company and all its subsidiaries is attached. The Consolidated Financial Statement has been prepared in accordance with Accounting Standards 21,23 and 27 issued by the Institute of Chartered Accountants of India and show the financial resources, assets, liabilities, income, profits and other details of the Company, its joint ventures and its subsidiaries after elimination of minority interest, as a single entity.

Fixed Deposits

The Company has not accepted any fixed deposits during the year. There was no unclaimed deposit and interest accrued as on March 31,2009.

Listing On Madras Stock Exchange

During the year under review your Company has revived its listing with the Madras Stock Exchange. Though the company was earlier listed in Hyderabad Stock Exchange (HSE), such listing has become infructuous with derecognition of HSE by SEBI.

ISO Certification

Your Directors are glad to report that Bodhtree has been successful in conversion of its quality systems and controls from ISO 9001:2000 category to ISO 9001:2008 category from 15th May 2009.

Directors Responsibility Statement

In accordance with the provisions of Section 217 (2M) of the Companies Act, 1956, your Directors wish to state as follows:

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

2. The directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis.

Directors

Mr. H. Natarajan has been inducted on the Board as Additional Director and also appointed as a Wholetime Director (Corporate Affairs) with effect from 5th January 2009. Appropriate resolutions are being proposed for his appointment as Director and Wholetime Director at the ensuing Annual General Meeting.

Mr. Vinay Aggarwal resigned as a Director of the company with effect from 12th January 2009. The Board records its deepest appreciation for the contributions made by Mr. Vinay Aggarwal during his tenure as a director of the company.

Mr. Gusti Noria retires by rotation at the ensuing Annual General Meeting, and is eligible for re-appointment.

Mr. Kamlesh Gandhi has been inducted as Additional Director of the company by the Board in its meeting held on 28th August 2009. Appropriate resolution is being proposed for his appointment as Director at the ensuing Annual General Meeting.

As required by clause 49 of the Listing Agreement with the Stock Exchange, brief resumes of Mr. H. Natarajan, Mr. Gusti Noria and Mr. Kamlesh Gandhi are included in the notice convening the Annual General Meeting.

Particulars of Employees

Information as prescribed by Section 217(2A) of the Act, read with Companies (Particulars of Employees) Rules, 1975 is given as Annexure-I to this Report.

Additional Particulars

The additional particulars as required by Sec. 217(l)(e) of the Companies Act, 1956 are applicable to your company only in respect of Foreign Exchange inflow and outgo.

The details are as follows:

(Figures in Rs.)

Particulars 2008-09 2007-08

Value of Imports - CIF Basis 218,470 76,75,317

Expenditure in Foreign Currency 3,473,769 119,30,439

Foreign Currency Earnings - FOB basis 147,707,445 100,914,154

Auditors

M/s. Gokhale & Co., Chartered Accountants, the statutory auditors of the company retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

Corporate Governance

A separate report in compliance with clause 49 of the Listing Agreement with the Stock Exchange along with Auditors certificate on corporate governance is annexed as Annexure-II to, and forms a part of this Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report is annexed as Annexure III to this Report.

Acknowledgements

Your Directors wish to place on record their appreciation of the excellent enthusiastic support received from the team of dedicated employees in the activities of your Company.

For and on behalf of the Board

Sanjiv Gupta

Chairman Date: 28th August, 2009

Registered Office:

1-8-617/2 Prakasham Nagar, Begumpet Hyderabad - 500 016.

Mar 31, 2006

The Directors take pleasure in submitting their Report for the Financial Year ended 31st March, 2006.

Financial Results

The Audited Balance Sheet of your Company as at 31st March 2006, the Profit & Loss Account for the financial year ended on that date, along with the report of the Auditors thereon are being circulated with this report for your consideration. The salient features of the results are as follows:

Rs. in Lakhs

Particulars 2005-06 2004-05

Income from Operations 531.89 386.86

Other Income 12.41 1.37

Total Income 544.30 388.23

Profit (Loss) before depreciation & Tax 117.58 111.86

Depreciation 44.15 35.67

Operating Profit 72.61 76.20

Loss on transfer of Investments 63.40 Nil

Profit after prior period adjustments 9.25 76.20

Provision for tax 5.55 1.50

Profit (Loss) after tax 3.70 74.70

Financial Performance

AS can be seen from the financial statements, there has been a 37.48% growth in the revenues compared to the previous year. However, there has been a marginal fall in the operating profits, from Rs. 76.20 lacs to 72.61 lacs. This has been mainly due to increased spending in the marketing efforts and participation in the various exhibitions for the e-Paper project. The results of the marketing efforts are flowing in during the current financial year. Your Directors are confident that the current financial year will witness much improved results.

Write-off of investments

As a part consideration for the software solutions developed for one of the clients, i-erigon LLC, USA your company had accepted equity valued at Rs. 226.30 lacs. Subsequently, Perigon LLC was acquired by Owens & Minor, and on the transfer of the equity at the approved valuation, your company had to incur a loss of Rs. 63.40 lacs during the year under review. However, on the positive side, you Directors are pleased to report that your company has been able to establish an ongoing business relationship with Owens & Minor in the fields of data cleansing and healthcare. The billings on Owens & Minor during the first quarter of the current financial year has been of the order of Rs. 247 lacs, and the services are continuing on a regular basis.

Auditors Observation

The investment made in Manyfutures Inc., USA, a start up, is a long term investment, and is valued at cost. The market value of the same is not determined. As soon as the market value is determined the information will be provided.

Hiving off of E-Paper Business

Your Directors are pleased to report that the companys initiative in developing a solution for e-Paper has been well received in the market. This business is evolving into a distinctive revenue center with potential for substantial growth, given adequate investment. Your Directors are contemplating hiving off this division as a separate company in order to bestow focus to the operations, and also to induct prospective investors interested in partnering with your company in this activity.

Directors Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors wish to state as follows:

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

2. The directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis.

Directors

Mr. Gusti Noria retires by rotation at the ensuing Annual General Meeting, and being eligible offers himself for re-appointment.

As required by clause 49 of the Listing Agreement with the Stock Exchange, a brief resume of Mr. Gusti Noria is included in the notice convening the Annual General Meeting.

Particulars of Employees

None of the employees of the Company have been in receipt of remuneration exceeding the amount as envisaged by Section 217 of the Companies Act, 1956. Hence, no particulars of employees are annexed to this Report.

Additional Particulars

The additional particulars as required by Sec. 217(l)(e) of the Companies Act, 1956 are applicable to your company only in respect of Foreign Exchange inflow and outgo.

The details are as follows:

In Rupees

Particulars 2005-06 2004-05

Value of Imports - CIF Basis (Rs.) 3,710,358 --

Expenditure in Foreign Currency (Rs.) 2,185,911 1,023,207

Foreign Currency Earnings - FOB basis (Rs.) 43,734,849 28,003,381

Auditors

M/s. Gokhale & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting. A Certificate has been received from them stating that their reappointment, if made, shall be in accordance with the provisions of Section 224 of the Companies Act 1956. Your Directors recommend that the Auditors be reappointed.

Corporate Governance

A separate report in compliance with clause 49 of the Listing Agreement with the Stock Exchange is annexed as Annexure-I to, and forms a part of this Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report is annexed as Annexure II to this Report.

Acknowledgements

Your Directors wish to place on record their appreciation of the excellent enthusiastic support received from the team of dedicated employees in the activities of your Company.

For and on behalf of the Board

Date: 31 July, 2006 Sanjiv Gupta

Chairman & Managing Director Registered Office:

1-8-617/2 Prakasham Nagar, Begumpet Hyderabad - 500 016.

Mar 31, 2005

The Directors take pleasure in submitting their Report for the Financial Year ended 31st March, 2005.

Financial Results

The Audited Balance Sheet of your Company as at 31st March 2005, the Profit & Loss Account for the financial year ended on that date, along with the report of the Auditors thereon are being circulated with this report for your consideration. The salient features of the results are as follows:

Rs. in Lakhs

Particulars 2004-05 2003-04 (12months) (9 months)

Income from Operations 386.86 426.47

Other Income 1.37 1.45

Total Income 388.23 427.92

Profit (Loss) before depreciation & Tax 111.86 90.94

Depreciation 35.67 33.00

Operating Profit (Loss) 76.20 57.94

Investments written off Nil 5.63

Profit after prior period adjustments 76.20 47.78

Provision for tax 1.50 Nil

Profit (Loss) after tax 74.70 47.78

Financial Performance

While there was a marginal fall in the turnover of the company, the profitability of the operations improved during the year under review compared to the previous year. Your company concentrated on the stabilization of the tools for the ePaper solution during the year under review. Your Directors are pleased to report that your company has been able to bag order from different publications in Australia, Malaysia and the Middle East for ePaper solution. The full potential of the marketing efforts are likely to be realized in the ensuing year.

Your Directors are also happy to report that feedback of the customers using the data cleansing solution has been very encouraging, and the performance in this area is expected to improve considerably during the current year.

Comments of the Auditors

As stated in the last report, the investments in the unlisted companies which are start ups have been shown at cost in respect of. As soon the market value becomes determinant, such information will be provided.

Directors Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors wish to state as follows:

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

2. The directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis.

Directors

Mr. T Venkatram Reddy resigned as a Director of the Company with effect from 8th September 2004. Your Directors wish to record their appreciation of the contribution made by Mr. Venkatram Reddy during his tenure as a Member of the Board.

Mr. Vinay Aggarwal was appointed by the Board as an Additional Director on 30th August 2005 in terms of Section 260 of the Companies Act. 1956. A resolution is being proposed at the ensuing Annual General Meeting proposing the appointment of Mr. Vinay Aggarwal as a Director.

Mr. H. Natarajan retires by rotation at the ensuing Annual General Meeting, and is eligible for reappointment. A resolution is being proposed at the ensuing Annual General Meeting proposing the reappointment of Mr. H Natarajan as Director.

As required by clause 49 of the Listing Agreement with the Stock Exchange, brief resumes of Mr. Vinay Aggarwal and Mr. H. Natarajan are included in the notice convening the Annual General Meeting.

Particulars of Employees

None of the employees of the Company have been in receipt of remuneration exceeding the amount as envisaged by Section 217 of the Companies Act, 1956. Hence, no particulars of employees are annexed to this Report.

Additional Particulars

The additional particulars as required by Sec. 217(l)(e) of the Companies Act, 1956 are applicable to your company only in respect of Foreign Exchange inflow and outgo.

The details are as follows:

Particulars 2004-05 2003-04

Value of Imports - CIF Basis (Rs.) - -

Expenditure in Foreign Currency (Rs.) 1,023,207 1,077,245

Foreign Currency Earnings - FOB basis (Rs.) 28,003,381 38,100,420 (including vaiue of Equity acquired in Perigon)

Auditors

M/s. Gokhale & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting. A Certificate has been received from them stating that their reappointment, if made, shall be in accordance with the provisions of Section 224 of the Companies Act 1956. Your Directors recommend that the Auditors be reappointed.

Corporate Governance

A separate report in compliance with clause 49 of the Listing Agreement with the Stock Exchange is annexed as Annexure-I to, and forms a part of this Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report is annexed as Annexure II to this Report.

Acknowledgements

Your Directors wish to place on record their appreciation of the excellent enthusiastic support received from the team of dedicated employees in the activities of your Company.

For and on behalf of the Board

Date: 30th August 2005 Sanjiv Gupta

Chairman & Managing Director Registered Office:

1-8-617/2 Prakasham Nagar, Begumpet Hyderabad - 500 016.

Mar 31, 2004

The Directors take pleasure in submitting their Report for the Financial Year ended 31st March, 2004.

Financial Results

The Audited Balance Sheet of your Company as at 31st March 2004, the Profit & Loss Account for the financial year ended on that date, along with the report of the Auditors thereon are being circulated with this report for your consideration.

Rs. in Lakhs

Particulars 2003-04 2002-03 (12months) (9 months)

Income from Operations 426.47 87.57

Other Income 1.45 2.81

Total Income 427.92 90.38

Profit (Loss) before depreciation & Tax 90.94 (0.68)

Depreciation 33.00 23.07

Operating Profit (Loss) 57.94 (23.75)

Investments written off 5.63 Nil

Profit after prior period adjustments 47.78 (22.34)

Provision for tax Nil 0.15

Profit (Loss) after tax 47.78 (22.49)

Financial Performance

The performance of your company for the year under review improved considerably compared to the previous year. Inspite of the uncertainties caused by the moves in USA to discourage outsourcing in the Information Technology sector in the international markets, your company has been able to post increased revenues.

Your company continues to use the lean phase to upgrade its skills and technologies and has been able to conclude a very lucrative venture with M/s. Perigon LLC, USA during this period. In exchange for development and transfer of data cleansing application, your company has acquired an equity stock in Perigon LLC for US$ 500,000. With the help of this acquisition of the application, M/s. Perigon LLC has begun making large strides within the Data Cleansing market. This will certainly see the valuation of the shares of Perigon reach reasonable highs in the ensuing years.

Efforts within the domestic sector have also proved to be financially rewarding for your company. Your directors are now pleased to inform that the digitization of content activity has elicited encouraging response. Your directors are confident of generating better revenues by exploiting application such as digitization of content, data management of Speech application in the current and ensuing years.

Comments of the Auditors

Your Directors wish to state that investments made are in unlisted companies, which are start-ups, and the formal valuation of the shares will take time. Hence, the investments have been shown at cost. As soon the market value becomes determinant, such information will be provided

Directors Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors wish to state as follows:

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

2. The directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the Company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis.

Directors

Mr. Sunil M. Darda and Mr. Muktesh Sharma retire by rotation at the ensuing Annual General Meeting, and being eligible offer themselves for re-appointment.

As required by clause 49 of the Listing Agreement with the Stock Exchange, brief resumes of Mr. Sunil M. Darda and Mr. Muktesh Sharma are included in the notice convening the Annual GeneralMeeting.

ISO-9001 certification

Your company has committed itself to getting an ISO-9001 certification. Every effort is being made to have your company ISO 9001 certified by the end of Q3 of the current calendar year.

Particulars of Employees

None of the employees of the Company have been in receipt of remuneration exceeding the amount as envisaged by Section 217 of the Companies Act, 1956. Hence, no particulars of employees are annexed to this Report.

Additional Particulars

The additional particulars as required by Sec. 217(l)(e) of the Companies Act, 1956 are applicable to your company only in respect of Foreign Exchange inflow and outgo.

The details are as follows:

Particulars 2003-04 2002-03

Value of Imports - CIF Basis (Rs.) -- 603,540

Expenditure in Foreign Currency (Rs.) 1,077,245 1,642,333

Foreign Currency Earnings - FOB basis (Rs.) 38,100,420 7,452,201 (including value of Equity acquired in Perigon)

Auditors

M/s. Gokhale & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting. A Certificate has been received from them stating that their reappointment, if made, shall be in accordance with the provisions of Section 224 of the Companies Act 1956. Your Directors recommend that the Auditors be reappointed.

Corporate Governance

A separate report in compliance with clause 49 of the Listing Agreement with the Stock Exchange is annexed as Annexure-I to, and forms a part of this Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report is annexed as Annexure II to this Report.

Acknowledgements

Your Directors wish to place on record their appreciation of the excellent enthusiastic support received from the team of dedicated employees in the activities of your Company.

For and on behalf of the Board

Date: 2nd September 2004 Sanjiv Gupta

Chairman & Managing Director Registered Office:

1-8-617/2 Prakasham Nagar, Begumpet Hyderabad - 500 016.

Mar 31, 2003

The Directors take pleasure in submitting their Report for the Financial Year ended 31st March, 2003.

Financial Results

The Audited Balance Sheet of your Company as at 31st March 2003, the Profit & Loss Account for the financial year ended on that date consisting of 9 months, along with the report of the Auditors thereon are being circulated with this report for your consideration.

Rs. in Lakhs

Particulars 2002-03 2001-02 (9 months) (12 months)

Income from Operations 87.57 463.70

Other Income 2.81 14.60

Total Income 90.38 478.30

Profit (Loss) before depreciation & Tax (0.68) 232.58

Depreciation 23.07 30.04

Operating Profit (Loss) (23.75) 202.54

Provision for tax 0.15 1.70

Profit (Loss) after tax (22.49) 96.65

Financial Performance

The performance of your company has been rather disappointing during the year under review. A combination of several factors such as the continuing sluggishness in the Information Technology Sector in the international market, and the uncertainties in the US Markets due to the war clouds in Iraq hovering in the horizon. As many other mid-sized companies, your company has also been adversely affected by the market conditions.

Your Directors are however pleased to report that your company has used the lean period to develop very useful tools for application in the fields of Digitization of Content, Data Management, Speech Applications etc. Your Directors have also started seriously looking at the domestic market, and the initial response has been encouraging. Your Directors hope that they will be able to report an improved performance during the current financial year.

Directors Responsibility Statement

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors wish to state as follows:

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

2. The directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts on a going concern basis.

Dividend

In view of absence of profits, your Board regrets its inability to recommend any dividend.

Directors

Mr. Gusti Noria and Mr. H. Natarajan retire by rotation at the ensuing Annual General Meeting, and being eligible offer themselves for re-appointment.

As required by clause 49 of the Listing Agreement with the Stock Exchange, brief resumes of Mr. Gusti Noria and Mr. H. Natarajan are included in the notice convening the Annual General Meeting.

Shifting of Registered Office

Your Directors are pleased to report that on confirmation of the Petition before the ? Honourable Company Law Board, the Registered Office of your Company has been shifted from Tamil Nadu to Andhra Pradesh effective from 17th February 2003. The address of the Registered Office is given at the end of this Report.

Particulars of Employees

None of the employees of the Company have been in receipt of remuneration exceeding the amount as envisaged by Section 217 of the Companies Act, 1956. Hence, no particulars of employees are annexed to this Report.

Additional Particulars

The additional particulars as required by Sec.217(l)(e) of the Companies Act, 1956 are applicable to your company only in respect of Foreign Exchange inflow and outgo.

The details are as follows:

Particulars 2002-03 2001-02

Value of Imports - CIF Basis (Rs.) 603,540 115,327

Expenditure in Foreign Currency (Rs.) 1,642,333 3,027,328

Foreign Currency Earnings - FOB basis (Rs.) 7,452,201 18,123,309

Auditors

M/s. Gokhale & Co., Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting. A Certificate has been received from them stating that their reappointment, if made, shall be in accordance with the provisions of Section 224 of the Companies Act 1956. Your Directors recommend that the Auditors be reappointed.

Corporate Governance

A separate report in compliance with clause 49 of the Listing Agreement with the Stock Exchange is annexed as Annexure-I to, and forms a part of this Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report is annexed as Annexure II to this Report.

Acknowledgements

Your Directors wish to place on record their appreciation of the excellent enthusiastic support received from the team of dedicated employees in the activities of your Company.

For and on behalf of the Board

Date: 26th August 2003 Sanjiv Gupta

Chairman & Managing Director Registered Office:

1-8-617/2 Prakasham Nagar, Begumpet Hyderabad - 500 016.

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