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

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

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

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.

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:

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)

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").

Unclaimed securities demat suspense account

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

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 2023-24.

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

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.

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

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.

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.

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.

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.

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.

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.

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.

(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) 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:

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.

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 2023-24.

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

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

Risk Management

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

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

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

Internal Financial Control Systems and their adequacy

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

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

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

Listing of Company's Equity Shares

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

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.

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

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.

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

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

• Code of conduct

• Policy on prohibition of insider trading

• Familiarisation programme for Non-executive directors

• Familiarisation programme for Independent directors

• Policy on related party transactions

• Whistle Blower Policy

• Remuneration Policy

• Risk Management Policy

• Policy for prevention of Sexual Harassment

• Policy on Disclosure of Material Events

• Policy on Document retention

• Policy on material subsidiary

• BCL the amended code for disclosure of UPSI

• Terms and conditions of appointment of Independent Directors

• Criteria of making payment to non-executive directors.

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:

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(l)(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.

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;

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 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

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.