Bodhtree Consulting Ltd

AGM Details

• 44th AGM via VC/OAVM on Sep 9, 2026 at 11:00 AM; record date Sep 3.

Key Resolutions

• Adopt Audited Standalone Financial Statements for FY2025-26.
• Re-appoint Prashanth Mitta as Whole-time Director, retiring by rotation.
• Alter Object Clause of the Memorandum of Association.
• Change name to Datakosa Limited and amend MOA/AOA.
• Approve preferential issue of up to 23,52,940 equity shares to non-promoter investors at Rs 17 per share.

Voting Results

• Voting outcomes not disclosed in this filing.

Dividend

• Dividend: No dividend proposed or declared for FY2025-26.

Director Changes

• Resigned: Nikshit Hemendra Shah (Independent) on 26-Feb-2026.
• Resigned: Ravinder Reddy Surakanti (Independent) on 08-May-2025.
• Appointed: Ravinuthala Sreenivasa Rao as Non-Executive Independent Director from 27-Feb-2026.
• Retirement by rotation: Prashanth Mitta to retire; Board recommends re-appointment.

Auditors

• Statutory Auditor: M/s RSM & Associates continuing; term to 45th AGM.
• Internal Auditor: M/s GMK Associates appointed for FY2025-26.
• Secretarial Auditor: M/s RPR & Associates; appointment for FY2025-26 to FY2029-30.
• Statutory audit remuneration: Rs 5.0 lakh.

Related Party Transactions

• Remuneration to KMP: Prashanth Mitta Rs 24.0 lakh; Vidhi Sharma Rs 2.91 lakh; Nagendra Guddada Rs 7.27 lakh.
• Unsecured loan: Prashanth Mitta Rs 78.12 lakh repaid; Wilmer Technologies LLP loan repaid.

Other Material Approvals

• Alteration of Object Clause to align with business strategy.
• Change of company name to Datakosa Limited; consequential MA/AOA changes.
• Preferential issue terms include up to 23,52,940 shares at Rs 17; Relevant Date Aug 10, 2026.

Book closure and AGM details

• Book closure period: Sep 03, 2026 to Sep 03, 2026 (inclusive) for AGM attendance.
• Purpose: to facilitate attendance and voting at the 44th AGM.
• Record Date: Sep 03, 2026 to determine eligibility to attend and vote.
• AGM date: Sep 09, 2026 at 11:00 IST via Video Conferencing.
• Security: Equity Shares.
• Remote e-voting window: Sep 06, 2026, 9:00 IST to Sep 08, 2026, 17:00 IST.

Financial highlights

• Income from operations: 194.12 lakhs in Q1 FY27 (quarter ended June 30, 2026).
• Total income: 204.74 lakhs for the quarter.
• Profit before tax: negative 145.97 lakhs.
• Net profit: negative 146.30 lakhs for the quarter.
• EPS (basic and diluted): 0.03 per share.
• Total comprehensive income: 7.55 lakhs for the quarter.
• Total expenditure: 350.70 lakhs for the quarter.
• Work execution expenses: 188.12 lakhs.
• Employee benefits expense: 129.34 lakhs.
• Finance costs: 0.23 lakhs.
• Depreciation and amortization: 4.81 lakhs.
• Other expenses: 28.20 lakhs.
• YoY: total income rose about 6.1% to 204.74 lakhs.
• Company has a single segment: IT-enabled services.
• Limited review report by statutory auditors; board approved the results.

Meeting Details

• Board meeting scheduled for August 11, 2026; time and venue not disclosed.

Key Agenda Items

• Un-audited Q1 FY2026 results for quarter ended June 30, 2026.
• Limited Review Report for quarter ended June 30, 2026.
• Board's Report with annexures for FY 2025-26.
• Appoint Scrutinizer for 44th AGM.
• Alteration of Objects Clause (MOA).
• Change of company name and related MOA/Articles amendments.
• Issue of equity shares on preferential basis to Non-Promoter Investors (subject to shareholders' approval).
• Fix time/date/venue of 44th AGM and approve AGM notice for FY 2025-26.

Name change proposal

• Board approved in-principle change from Bodhtree Consulting Limited to Datakosa Limited or Datakosa One Limited, subject to approvals.
• Requires RoC approval, shareholder Special Resolution, and other statutory/regulatory clearances including BSE.
• Effective date not disclosed.
• CIN change details not provided.
• Memorandum/Articles amendment not specified.
• Company will disclose progress to Exchange at each material stage upon approvals.

Dematerialisation/rematerialisation status

• Regulation 74(5) not applicable; entire holding in demat form with no requests received.
• No dematerialisation/rematerialisation requests were received during the quarter.

Key Decisions

• Board approved incorporation of a majority-owned US subsidiary, Datakosa Inc., with Bodhtree holding 95%.
• Promoter Mr. Prem Anandh will join as 5% holder; subsidiary remains related party.
• Company to subscribe to 95% of paid-up share capital; initial investment up to USD 10,000.
• Investment to be cash-based, remitted through normal banking channels, subject to applicable laws.
• Subsidiary intended for expanding Bodhtree's IT/ITES operations into the United States.
• No Indian regulatory approvals required; US approvals to be obtained; auto route under FEMA.
• Incorporation process to be pursued shortly; expected within a reasonable period.
• Name of entity to be finalized as Datakosa Inc. or as approved by US authorities.
• US incorporation subject to approvals from competent US authorities.