Your directors have pleasure in presenting the Twenty Fourth Annual Report of the
Company along with Company’s Audited Financial Statements (Standalone and
Consolidated) for the Financial Year ended on March 31, 2025.

Financial Highlights

State of Affairs / Company’s performance

During the year under review, your Company achieved a consolidated turnover of
Rs.514,665.70 lakhs as against Rs. 466,225.28 lakhs in the previous year. Your Company
has earned a consolidated gross profit of Rs.132,159.07 lakhs before interest, depreciation
and tax as against Rs. 123,930.42 lakhs in the previous year. After deducting financial
charges of Rs.2.03 lakhs, depreciation of Rs.30,687.52 lakhs and provision for tax of
Rs.30,465.71 lakhs, the operations resulted in a net profit of Rs.71,003.81 lakhs as against
Rs. 68,752.48 lakhs in the previous year.

Change In Nature of Business

As per the requirements of Rule 8 (5) (ii) of Companies (Accounts) Rules, 2014, your Board
of Directors specify that, there is no significant change in the nature of business of the
Company during the last financial year.

There are no Material Changes and Commitments affecting the financial position of the
Company which occurred between the end of the financial year to which the financial
statements relate and the date of this Report.

Share Capital

The Company with a view to reconcile the difference between Issued Shares and Listed
Shares have proposed to cancel 6,00,000 shares. The Shareholders have approved the
reduction in share capital to the tune of 6,00,000 shares in the Extraordinary General
Meeting held on April 30, 2025. The process for cancellation of shares is ongoing.

Listing fees has been paid for the year 2024-25 to both the Exchanges.

As on the date of this report, the Company has a paid-up share capital of Rs.
403,70,43,746 divided into 201,85,21,873 Equity Shares of Rs. 2/- each.

Transfer to Reserves

Your Company has not proposed to transfer any amount to the general reserve.

Public Deposits

Your Company has not accepted any deposits falling within the meaning of Section 73 of
the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014
during the financial year.

Dividend

During the year under review, the Board has decided not to declare any dividend.
Particulars of Loans, Guarantees & Investments

The company makes investments or extends loans/guarantees to its wholly-owned
subsidiaries for their business purposes. Details of loans, guarantees and investments
covered under Section 186 of the Companies Act, 2013, along with the purpose for which
such loan or guarantee was proposed to be utilized by the recipient, form part of the notes
to the financial statements provided in this annual report.

Material changes and commitments affecting the financial position of the Company:

During the year under review, there have been no such material changes and commitments
that have affected the financial position of the Company.

Subsidiary Companies

The Company has 16 subsidiaries as of March 31, 2025. There was no material change in
the nature of the business carried on by the subsidiaries.

Pursuant to first proviso to Sub-Section (3) of Section 129 read with Rule 5 of Companies
(Accounts) Rules, 2014, a separate statement containing the salient features of the
Financial Statements of the Subsidiary Companies/ Associate Companies/Joint in “Part-A:
Subsidiaries” is attached to Financial Statements of the Company which forms a part of
this Annual Report, other information under form AOC-1 is mentioned as below:

1. Names of subsidiaries which are yet to commence operations: NIL

2. Names of subsidiaries which have been liquidated or sold during the year: NIL

Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate
Companies and Joint Ventures “Part-B: Associates and Joint Ventures” is attached to
Financial Statements of the Company which forms a part of this Annual Report.

Consolidated Financial Statements

In compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and in compliance with the provisions of Section 129(3)
and other applicable provisions of the Companies Act, 2013 and the Indian Accounting
Standards Ind AS-110 and other applicable Accounting Standards, your Directors have
pleasure in attaching the consolidated financial statements for the financial year ended
March 31, 2025, which forms part of the Annual Report.

Nomination and Remuneration Policy

The Company’s remuneration Policy is market-driven and aims at attracting and retaining
high performance talent. Brightcom follows a compensation mix of fixed pay, benefits and
performance-based variable pay, which is paid based on the business performance and
goals of the different business units/ overall company. The remunerations to the Directors
& Key Managerial Personnel are determined by the Nomination and Remuneration
Committee and recommended to the Board for its approval. The above remunerations shall
be subject to the approval of the shareholders of the Company, wherever required by the
statute.

The Nomination and Remuneration Policy has been updated on the website of the Company
at https:/ /www.brightcomgroup.com/investors/policies/

Declaration of Independence by Independent Directors

The Company has received necessary declaration from the Independent Directors as
required under Section 149(7) of the Act and LODR Regulations confirming that they meet
the criteria of independence as laid down in Section 149(6) of the Act and that of LODR
Regulations.

Management’s Discussion and Analysis

Pursuant to the provisions of Regulation 34 read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion
and Analysis is presented in a separate section forming part of this Annual Report. As
required under the provisions of the Listing Regulations, the Audit Committee of the
Company has reviewed the Management Discussion and Analysis report of the Company
for the year ended March 31, 2025. A detailed report on Management Discussion &
Analysis is provided as a separate disclosure in the annual report.

Related Party Transactions

All related party transactions that were entered into during the financial year were in the
ordinary course of the business of the Company and were on an arm’s length basis. There
were no materially significant related party transactions entered by the Company during
the year with the Promoters, Directors, Key Managerial Personnel or other persons which
may have a potential conflict with the interest of the Company.

The policy on related party transactions as approved by the Audit Committee and the Board
of Directors is hosted on the website of the Company www.brightcomgroup.com. Prior
omnibus approvals from the Audit Committee are obtained for transactions which are

repetitive and also normal in nature. Further, disclosures are made to the Committee and
the Board on a quarterly basis.

None of the Directors had any pecuniary relationship or transactions with the Company,
other than to the extent of their shareholding and except the payments made to them in the
form of remuneration/sitting fee.

Since all related party transactions entered into by the Company were in the ordinary
course of business and were on an arm’s length basis, the requirement of furnishing the
requisite details in Form AOC-2 is not applicable to the Company.

The details of related party disclosures form part of the notes to the financial statements
provided in this annual report.

Vigil Mechanism/ Whistleblower / Ombudsperson Policy

The Company has put in place a Whistle Blower Policy and has established the necessary
vigil mechanism as defined under Regulation 22 of SEBI (Listing Obligations and
Disclosure Requirements), 2015 for employees and others to report concerns about
unethical behaviour.

The Company has a vigil mechanism policy to deal with instances of fraud and
mismanagement, if any. The vigil mechanism policy is uploaded on the website of the
Company https://www.brightcomgroup.com/investors/policies/.

The Policy provides for adequate safeguards against victimization of employees who avail of
the mechanism and also provides for direct access to the Chairman of the Audit
Committee. It is affirmed that no personnel of the Company have been denied access to the
Audit Committee.

Disclosure as required under Section 22 of Sexual Harassment of women at workplace
(Prevention, Prohibition and Redressal) Act, 2013

In order to comply with the provisions of the Sexual Harassment of Women at Work Place
(Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the
Company has formulated and implemented a policy on prevention, prohibition and
redressal of complaints related to sexual harassment of women at the work place. All
women employees permanent, temporary or contractual are covered under the above policy.
Your Company has zero tolerance towards sexual harassment at the workplace and the
details of sexual harassment complaints as per the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules
thereunder are as follows:

• No. of Complaints received: Nil

• No. of Complaints disposed-off: Not Applicable

The Company has constituted an Internal Complaints Committee for redressal of
complaints and is committed to provide equal opportunities without regard to their race,
caste, sex, religion, colour, nationality, disability, etc. All women associate (permanent,
temporary, contractual and trainees) as well as any women visiting the Company’s office/
premises or women service providers are covered under this policy. All employees are
treated with dignity with a view to maintain a work environment free of sexual harassment
whether physical, verbal or psychological.

Other Policies

The Company has also adopted the following policies, as required by Companies Act, 2013
and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and the
same are available on the website of the Company at www.brightcomgroup.com.

1. Code of Conduct & Ethics for Board of Directors & Senior Management;

2. Terms & Conditions of Appointment of Independent Directors

3. Corporate Social Responsibility Policy

4. Policy for related party transaction

5. Vigil Mechanism (Whistle blower policy)

6. Policy for Determining Material Subsidiaries

7. Policy for Determining of Materiality of an Event

8. Criteria for making payment for non-executive Directors

9. Nomination & Remuneration Policy

10. Familiarization program of Independent Director

11. Code of Regulation & Prohibition of Insider Trading

12. Code of practices and procedures for fair disclosure of UPSI

13. Document preservation policy

14. Policy for evaluation performance of the Board

15. Policy for disclosure of material information

16. Policy for sexual harassment

17. Staff advances policy

18. Policy for determination of legitimate purpose
Corporate Governance

Pursuant to the provisions of Chapter IV read with Schedule V of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, a separate section on Corporate
Governance has been incorporated in the Annual Report for the information of the
shareholders. A certificate from the Practicing Company Secretary regarding compliance
with the conditions of Corporate Governance as stipulated under the said Schedule V of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 also forms part
of this Annual Report.

Code of conduct for prevention of Insider Trading in Brightcom Group Limited

Code of Conduct for Prevention of Insider Trading in Brightcom Securities (“BCG Code”) in
accordance with Securities and Exchange Board of India (Prohibition of Insider Trading)
(Amendment) Regulations, 2018 is uploaded on the website of the Company. The objective
of the PIT Code is to protect the interest of shareholders at large, to prevent misuse of any
unpublished price sensitive information and to prevent any insider trading activity by
dealing in shares of the Company by its Designated Persons and their immediate relatives.
Ms. Shwetha Singh is the Compliance Officer under the PIT Code as on the date of this
report.

Committees

The following are the details of the Committees during the Financial Year 2023-25:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders’ Relationship Committee;

4. Corporate Social Responsibility Committee;

5. Warrants & Share Allotment Committee;

6. Risk Management Committee*

The composition of each of the above Committees, their respective roles and responsibilities
are provided in detail in the Corporate Governance Report. Apart from the abovementioned
Committees, the Company also has an Internal Complaints Committee for redressal of
complaints and is committed to provide equal opportunities without regard to their race,
caste, sex, religion, colour, nationality, disability, etc.

* Risk Management Committee formed with effect from September 16, 2021.

Directors and Key Managerial Personnel

In pursuance of Section 152 of the Companies Act, 2013 and the Rules framed there under
Mr. Raghunath Allamsetty, Executive Director is liable to retire by rotation.

Pursuant to the provisions of regulation 36 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Secretarial Standard-2 on General Meetings issued
by ICSI, brief resume and other disclosures relating to the Directors who are proposed to be
appointed/ re-appointed are given in the Annexure to the Notice of the 26^th AGM.

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with criteria of independence as prescribed under Section 149(6)
of the Act and under Regulation 16(1)(b) of SEBI Listing Regulations. None of the directors
of the company is disqualified under the provisions of the Companies Act, 2013 (‘Act) or
under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All
Independent Directors have provided confirmations as contemplated under section 149(7)
of the Act.

Board Meetings

The Company has a professional Board with an optimum combination of executive, non¬
executive and independent directors (including two independent woman directors) who
bring to the table the right mix of knowledge, skill and expertise. The Board provides
strategic guidance and direction to the Company in achieving its business objectives and
protecting the interest of the stakeholders.

During the year, Nineteen (19) meetings of Board of Directors of the Company were
convened and held in accordance with the provisions of the Companies Act, 2013. The
date(s) of the Board Meeting, attendance by the directors is given in the Corporate
Governance Report forming part of this Annual Report. The maximum time-gap between
any two consecutive meetings was within the period prescribed under the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the Directors are disqualified under Section 164(2) of the Act. Certificate on non¬
disqualification, as required under Regulation 34 of SEBI (Listing Obligation & Disclosure
Requirements) Regulations, 2015 is forming part of the Corporate Governance Report
forming part of this Annual Report.

Audit Committee

Audit Committee of the Company meets the requirements of section 177 of the Companies
Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015. The details of the composition of the Audit Committee as required under
the provisions of Section 177(8) of the Companies Act, 2013 is given in the Corporate
Governance Report furnished as part of the Annual Report. During the year under review,
the Board has accepted all the recommendations of the Audit Committee.

Independence of the Board

The Board of Directors of the Company comprises of optimum number of Independent
Directors. Based on the confirmation/disclosures received from the Directors and on
evaluation of the relationships disclosed, the following Non-Executive Directors are
Independent in terms of Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Section 149(6) of the Act:

All the Independent Directors have registered themselves with the Independent Director’s
Data Bank. The Company has received necessary declarations from each Independent
Director under Section 149 of the Act and Regulation 25 of the Listing Regulations,
confirming that he / she meets the criteria of independence laid down in Section 149 of the
Act and Regulation 16(1)(b) of the Listing Regulations.

Evaluation of performance of the Board, Members of the Board and the Committees
of the Board of Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015, a formal evaluation of the performance of the
Board, its Committees, the Chairman and the individual directors was carried out for the
financial year 2024-25.

Structured forms covering evaluation of Board, Committees of the Board, Chairperson,
Independent Directors and Non-Independent Directors were circulated to all the Directors
and Directors were requested to rate against various criteria such as composition of Board,
receipt of regular inputs and information, functioning, performance and structure of Board
Committees, skill set, knowledge and expertise of directors, preparation and contribution at
Board meetings, leadership etc. The performance evaluation of the respective Committees
and that of independent and non-independent directors was done by the Board excluding
the director being evaluated.

Evaluation of all Board members is performed on an annual basis. The evaluation is
performed by the Board with specific focus on the performance and effective functioning of
the Board and Individual Directors and the same is taken note by the Nomination and
Remuneration Cum Compensation Committee.

The Nomination and Remuneration Committee has laid down criteria for performance
evaluation of Directors, Chairperson, Board Level Committees and the Board as a whole
and also the evaluation process for the same. The Nomination and Remuneration
Committee has reviewed the performance evaluation of the Directors, Chairperson, Audit
Committee and Stakeholders Relationship Committee and the Board as a whole.

Further, as per the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015,
the following is the matrix of skills and competencies on which all Directors are evaluated:

• Governance and Board service

• Business Understanding

• Risk/Legal/Regulatory Compliance

• Information Technology/ Accounting/Financial Experience

• Industry / Sector Knowledge

• Strategy development and implementation

The statement indicating the manner in which formal annual evaluation of the Directors,
the Board and the Board level Committees are given in the report on Corporate
Governance, which forms part of this Annual Report.

Familiarisation Programme for Directors

In addition to giving a formal appointment letter to the newly appointed Director on the
Board, a detailed induction plan covering the role, function, duties, responsibilities and the
details of compliance requirements expected from the director under the Companies Act,
2013 and relevant Regulations of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 are given and explained to a new Director.

Pursuant to Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”), conducting familiarization programmes for the

Directors in the Company is a continuous process, whereby Directors are informed, either
through presentations at the Board or committee meetings, board notes, interactions or
otherwise about industry outlook, business operations, business model, future strategies,
business plans, competitors, market positions, products & new launches, internal and
operational controls over financial reporting, budgets, analysis on the operations of the
Company, role, rights, responsibilities of independent directors and any other relevant
information. Pursuant to Regulation 46 of Listing Regulations, the details required are
available on the Company’s website at www.brightcomgroup.com.

Policy on Directors’ Appointment, Remuneration and other details

The Company’s policy on directors’ appointment and remuneration and other matters
provided in section 178(3) of the Act have been disclosed in the corporate governance
report, which forms part of this annual report and is also hosted on the Company’s website
www.brightcomgroup.com.

Statutory auditors

M/s. PR Chandra & Co., Chartered Accountants, Hyderabad (Firm Registration
No. 018985S) was appointed as Statutory Auditors of the Company for a period
of one year, subject to the approval of shareholders in the ensuing 26^th Annual
General Meeting of the Company to be held on September 28, 2025.

Independent Auditors’ Report(s) to the Members of the Company in respect of the
Standalone Financial Statements and the Consolidated Financial Statements for the
Financial Year ended March 31, 2025, form part of this Annual Report and contain some
qualification(s) or adverse observations. The Board has duly examined the Statutory
Auditors’ Report to the consolidated and standalone financial statements, the clarifications
are provided in the later part of this document.

There have been no instances of fraud reported by the Auditors including the Statutory of
the Company under Section 143(12) of the Companies Act, 2013 and the Rules framed
there under either to the Company or to the Central Government.

Adequacy of Internal Financial Control Systems & Risk Management

The company does not have in place adequate internal financial controls with reference to
its financial statements. The details relating to internal financial controls and their
adequacy and Risk Management are included in the Management Discussion and Analysis
Report.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of
Directors, on recommendation of the Audit Committee, appointed Saurabh Poddar &
Associates, Practicing Company Secretary, Hyderabad to undertake the Secretarial Audit of
the Company. The Company has received a certificate from the Secretarial Auditor, inter-
alia, confirming that their appointment is within the limits laid down by the Act and rules
made thereunder, is as per the term provided under the Act, he is not disqualified for being
appointed as Secretarial Auditor under the provisions of applicable laws and also that
there are no pending proceedings against him involving matters of professional
misconduct.

The Secretarial Audit Report for the Financial Year ended March 31, 2025, in Form MR-3 is
annexed to the Board’s Report - Annexure-1 and forms part of this Report. The Secretarial
Auditors’ Report to the Members of the Company for the Financial Year ended March 31,
2025, contains qualification(s) or adverse observations.

Compliance with Secretarial Standards on Board and Annual General Meetings

The Company has complied with applicable provisions of the Secretarial Standards
issued by the Institute of Company Secretaries of India and approved by the Government
of India under Section 118(10) of the Companies Act, 2013.

Extract of Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual
return of the Company for the Financial Year 2024-25 can be accessed through the web
link on the Company’s website https://www.brightcomgroup.com/investors/

Code for prevention of Insider Trading

As per the SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company
has adopted a Code of Conduct of Insider Trading. The Company has appointed Ms.
Shwetha Singh, Company Secretary of the Company, as Compliance Officer for setting
forth the procedures and implementation of the Code for trading in Company’s
Equity Shares. During the year under review, there has been a due compliance of the said
Code.

Particulars of employees and related disclosures

No Salary is being paid to Directors of the Company including whole-time Director
other than sitting fee to Independent Directors and hence the details as required to be
disclosed under Section 197 of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration to Key Managerial Personnel) Rules, 2014 is not
applicable. None of the employees of the Company is receiving a salary of more than Rs.
8.50 lakhs per month.

The information as per Rule 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 will be provided upon request by any Member of
the Company. In terms of Section 136 of the Companies Act, 2013, the Annual
Report including the Board’s Report and the Audited Accounts are being sent to the
Members excluding the same. Any Member interested in obtaining a copy of the same
may write to the Executive Director at the Registered Office of the Company.

Share Transfer System

Pursuant to Regulation 40 of SEBI (LODR) Regulations, 2015, as amended vide
Notification No. SEBI/LAD-NRO/GN/2018/24 dated 8^th June, 2018 and Press Release
No: 49/2018 dated 3^rd December, 2018, shareholders may please note that, with effect
from 1st April, 2019, transfer of shares (except transmission and transposition of
shares) will be in dematerialized form only. Therefore, the shareholders are requested
to dematerialize their shares in order to have a hassle-free transfer. Members can
contact the Company or Company’s Registrars and Transfer Agents, Aarthi
Consultants Private Limited for assistance in this regard.

Board’s Response on Auditors Qualification, Reservation or Adverse Remark
or Disclaimer Made

In response to the qualifications by the Statutory Auditors in Audit report, the Company’s
responses are given below:

Listing Fees

The Company affirms that the annual listing fees for the year 2024-25 has been paid to
both National Stock Exchange of India Limited (NSE) and BSE Limited.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies
Act, 2013, read with the Companies (Accounts) Rules, 2014, are as follows:

A. Details of Conservation of Energy

The operations of your company do not consume high levels of energy. The Company uses
electric energy for its equipment such as computer terminals, air conditioners, lighting and
utilities in the work premises. Adequate measures have been taken to conserve energy by
using energy-efficient computers and equipment with the latest technologies.

However, the requirement of disclosure of particulars with respect to conservation of energy
as prescribed in the Section 134(m) of the Companies Act, 2013, read with Rule 8(3) of
Companies (Accounts) Rules, 2014 are not applicable to the Company and hence not
provided.

B. Technology Absorption

The Information Technology (IT) and Information Technology Enabled Services (ITES)
Industry are subject to high rate of technological obsolescence. The Company’s business is
Digital Marketing and Software Development. The change in the industry paradigm is
dynamic. The Company is continuously updating these changes and constantly evaluating
these developments to improve its capabilities towards the industry. Accordingly, research
and development of new services, display advertising, platforms and methodologies,
continue to be of importance to us. This allows us to enhance quality, productivity and
customer satisfaction through continuous improvements and innovations. As part of the
continuous thrust on R&D, the company is also focused on Solutions Research and
Vertical Focus Research. These would identify new ideas which would enable business
process improvement for customers and would be aligned with the business strategy and
growth opportunities of the organization. Our R & D activities are not capital intensive and
we do not specifically provide for the same in our books.

C. Foreign Exchange Earnings and outgo

The particulars of earnings and expenditure in foreign exchange during the year are given
in notes to Standalone financial statements.

Business Responsibility Report

Regulation 34(2)(f) of the Listing Regulations mandates the inclusion of Business
Responsibility Report (“BRR”) as part of the Annual Report for top 500 listed companies
which was thereafter amended to top 1000 listed companies with effect from December 26,
2019, based on market capitalization as on March 31 every year. In compliance with the

Listing Regulations, BRR of your Company for the Financial Year 2024-25 is appended as
Annexure - II to this Report.

Your Company strongly believes that sustainable and inclusive growth is possible by using
the levers of environmental and social responsibility while setting aspirational targets and
improving economic performance to ensure business continuity and rapid growth.

Investor Education and Protection Fund (IEPF)

In terms of Section 123, 124 and 125 of the Companies Act, 2013, the unclaimed dividends
and shares wherein the dividends that are unclaimed for a period of seven consecutive
years relating to the Final Dividend will be transferred to the IEPF Fund/Suspense account
respectively. Further, as per the provisions of Section 125, the share(s) wherein the
dividend is unclaimed for a period of consecutive seven (07) years will be transferred to the
suspense account as prescribed by the IEPF Rules, therefore the shareholders whose
dividends are unclaimed for consecutive seven years from 2014-15 (list of the shareholders
along with the unclaimed dividend details are available on the website of the Company
www. brightcomgroup. com are requested to claim their unclaimed dividend at the earliest.

Shareholders are requested to ensure their dividends are encashed on time. In case of non¬
encashment of dividends, shareholders are advised to approach the Company or RTA to
claim their unclaimed dividends.

Corporate Social Responsibility

The provisions of Section 135 of the Companies Act, 2013 are applicable to the Company.
The Corporate Social Responsibility Committee of the Company meets the requirements of
Section 135 of the Companies Act, 2013. The details of the composition of the Corporate
Social Responsibility Committee as required under the provisions of Section 135 of the
Companies Act, 2013 is given in the Corporate Governance Report which forms part of this
Annual Report.

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Rules made
thereunder, the brief outline of the Corporate Social Responsibility (‘CSR’) policy of the
Company and the initiatives undertaken by the Company on the CSR activities during the
year are given in Annexure-III to this report in the format prescribed in the Companies
(Corporate Social Responsibility) Rules, 2014. The said policy is available on the Company’s
website at www. brightcomgroup .com.

As per the provisions of Section 135 of the Companies Act, 2013, 2% of average Net Profits
of the Company for the immediately preceding three financial years calculated as per
Section 198 of the Companies Act, 2013 works out to Rs. 6.56 Lakhs and the Company has
spent Rs. 13.12 Lakhs on CSR activities in the areas of Education and Environmental
Protection.

Significant and Material Orders

SEBI has issued a show-cause notice and interim order dated 13-04-2023 in relation
to Impairment of Assets carried on by the company. The company has preferred an
appeal against this order and filed an appeal No.941 of 2023 with Securities Appellate
Tribunal. Subsequently this appeal was withdrawn after SEBI issued a final order on
February 6, 2025. The company, against this Final Order has challenged this order
and filed a writ petition WP 8716 of 2025 with the Hon’ble High Court of Telangana.
The Hon’ble High Court of Telangana has granted interim relief on the penalty portion
and remaining parts are yet to be reviewed and court has observed “prima facie
there is no evidence to substantiate the quantum of penalty to be levied on the
petitioner and the matter requires examination and the order dated 06-02-2025, to extent
of penalty as per Paragraph No.190 is not sustainable”. The proceedings are ongoing.

SEBI has issued another interim order dated 22-08-2023 regarding Preferential Allotment
of Shares and confirmatory order dated 28-02-2024 in the matter of Preferential Allotment
of Shares. The company preferred appeal against this order and filed an appeal 942 of 2023
before Securities Appellate Tribunal. This appeal has been withdrawn subsequent to the
issuance of Confirmatory Order on 28-02-2024 and appeal No. 474 of 2024 has been filed
before the Hon'ble Securities Appellate Tribunal and the proceedings are ongoing.

Directors’ Responsibility Statement

Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act, 2013
and on the basis of compliance certificate received from the executives of the Company and
subject to disclosures in the Annual Accounts, as also on the basis of the discussion with
the Statutory Auditors of the Company from time to time, and to the best of their
knowledge and information furnished, the Board of Directors state that:

i. In preparation of the Annual Accounts for the year ended March 31, 2025, all the
applicable Accounting Standards prescribed by the Institute of Chartered
Accountants of India and Companies Act, 2013 have been followed and there were
no material departures.

ii. We have adopted such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent 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 the financial year ended March 31, 2025.

iii. We have taken proper and sufficient care 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 ended March 31, 2025, has been prepared on a
going concern basis.

v. The company does not have in place adequate internal financial controls with
reference to its financial statements.

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

Acknowledgment

Your directors place on records their sincere appreciation and thanks for the valuable
cooperation and support received from the employees of the Company at all levels,
Company’s Bankers, Associates, partners, clients, vendors, and Members of the Company
and look forward for the same in equal measure in the coming years.

By order of the Board
For Brightcom Group Limited

Date: 09-01-2025

Place: Hyderabad Sd/-

M. Suresh Kumar Reddy

Chairman & Managing Director
DIN # 00140515