Bodhtree Consulting Limited announced significant leadership changes alongside its unaudited financial results for the quarter ended December 31, 2025. The board meeting held on February 02, 2026, approved the quarterly results and appointed Mr. Nikshit Hemendra Shah as the new Chairman, replacing Mr. Maruti Venkata Subbarao Poluri.

Leadership Transition and New Chairman Profile

The company appointed Mr. Nikshit Hemendra Shah (DIN: 07910462) as Chairman effective February 02, 2026, in place of Mr. Maruti Venkata Subbarao Poluri (DIN: 02519170). Both directors serve as Independent Directors of the company.

Mr. Shah brings over 13 years of diverse experience as a qualified Chartered Accountant, Certified Information System Auditor, and Lawyer. His background spans multiple industries including service sector, ITES, private equity funds, and manufacturing. Before joining Bodhtree, he held critical positions at Deloitte and Cognizant, developing expertise in financial systems, compliance, and regulatory frameworks.

Financial Performance Overview

The company delivered strong operational performance in Q3FY26 with substantial revenue growth, though net profit declined compared to the previous year. The results demonstrate continued focus on business expansion and operational scaling.

Nine-Month Performance Analysis

The nine-month period ended December 31, 2025, showcased remarkable transformation from previous year's losses to substantial profitability, reflecting improved operational efficiency and strategic execution.

Regulatory Compliance and Corporate Governance

The financial results were reviewed by the Audit Committee and approved by the Board of Directors on February 02, 2026. The statutory auditors, RSM & Associates, Chartered Accountants, provided a limited review report with an unmodified opinion on the quarterly financial results. The company's paid-up equity share capital stood at ₹2,186.56 lakhs with a face value of ₹10 per share, representing an increase from ₹1,717.31 lakhs in the corresponding quarter of the previous year.

The leadership change was communicated to BSE Limited on February 03, 2026, pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Mr. Shah is not debarred from holding the office of Director pursuant to any SEBI Order and holds no directorship in other listed entities.

Bodhtree Consulting Limited has successfully concluded its board meeting held on Saturday, January 03, 2026, with significant approvals for the proposed merger with Rzeninfo Solutions Private Limited. The company informed BSE Limited about the board meeting outcomes through a regulatory filing under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Meeting Outcomes

The board meeting, which commenced at 11:00 a.m. and concluded at 11:45 a.m., resulted in several key approvals that will shape the company's strategic direction. The primary focus was on the merger proposal and related corporate governance matters.

Merger Approval Details

The board approved, in principle, the proposal for merger of Rzeninfo Solutions Private Limited into Bodhtree Consulting Limited. This strategic consolidation is subject to obtaining requisite approvals from multiple stakeholders and regulatory authorities. The board also approved the draft Memorandum of Understanding (MOU) with Rzeninfo for the proposed merger.

Professional Appointments

The board approved the appointment of various intermediaries and professionals to facilitate the merger process. These appointments are crucial for ensuring compliance and smooth execution of the proposed transaction.

The approved professional appointments include:

• Merchant Banker(s) for transaction advisory
• Chartered Accountant(s) for financial due diligence
• Registered Valuer(s) for asset and business valuation
• Legal Advisor(s) for regulatory compliance
• Company Secretary(ies) for procedural matters
• Additional consultants or advisors as deemed necessary

Authorization Framework

The board authorized Mr. Prashanth Mitta, CEO & Whole-time Director, and Ms. Vidhi Sharma, Company Secretary, to jointly or severally take all necessary steps for the merger implementation. This authorization encompasses negotiations, preparation and execution of agreements, applications, filings, representations before authorities, and all other required actions.

Regulatory Compliance and Future Disclosures

The company has committed to making further disclosures as required under SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, as and when applicable. The filing was digitally signed by Vidhi Sharma, Company Secretary & Compliance Officer (M. No. A78734), demonstrating the company's adherence to transparency and regulatory compliance standards.