Year End :2024-03

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, 2024.

Financial Highlights

(Amount in INR Lakhs)

Particulars	Consolidated	Consolidated	Standalone	Standalone
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Total Revenue (including other Income)	466,225.28	739,030.54	47,015.46	43,744.29
Gross Profit before Interest, Depreciation & Tax	123,930.42	216,607.82	141.01	609.27
Less: Interest	29.91	40.98	29.60	40.47
Depreciation	28,467.99	26,554.87	11.23	6.78
Profit before Tax	95,432.52	190,011.97	100.18	1,420.00
Less: Provision for Tax	27,414.70	53,055.25	35.01	496.20
Less: Deferred Tax	(734.66)	(142.64)	(49.54)	(10.10)
Profit after Tax	68,752.48	137,099.35	114.71	933.90
Add: Other comprehensive income	9,613.84	39,550.58	38.85	537.07
Total comprehensive income for the period	78,366.32	176,649.95	153.56	1,470.97
Balance Brought forward from the previous year	488,804.47	358,130.82	1,586.60	6,699.33
Profit available for appropriations	557,888.05	494,858.24	1,713.35	7,640.36
Less: Dividend	0	6,053.77	0	6,053.77
Profit Carried to Balance Sheet	557,888.05	488,804.47	1,713.35	1,586.60

State of Affairs / Company's performance

During the year under review, your Company achieved a consolidated turnover of Rs.466,225.28 lakhs as
against Rs.739,030.54 lakhs in the previous year. Your Company has earned a consolidated gross profit of
Rs.123,930.42 lakhs before interest, depreciation and tax as against Rs.216,607.82 lakhs in the previous year.
After deducting financial charges of Rs.29.91 lakhs, depreciation of Rs.28,467.99 lakhs and provision for tax of
Rs.26,680.04 lakhs, the operations resulted in a net profit of Rs.68,752.48 lakhs as against Rs.137,099.35 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

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.

Listing fees has been paid for the year 2023-24 to both the Exchanges.

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, 2024.
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, 2024, 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/policie

si.

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,
2024. 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/policie

si,

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. Mr. Raghunath Allamsetty 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 2023-24:

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 25th 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.

Mr. Kallol Sen (DIN #00671018) was appointed as an
Additional (Executive) Director under the category of
Whole-time (Executive) Director as per the provisions
of Section 149 of the Act read with the Companies
(Appointment and Qualification of Directors) Rules,
2014, on the Board of the Company with effect from
February 2, 2024 for a period of five years subject to
approval of the shareholders in 24th Annual General
Meeting of the Company held on November 21, 2024.
He resigned as director of the company on August 11,
2024.

Dr. Shambhavi Vedantam Murthy (DIN # 10614482)
was appointed as an Additional Director under the
category of Non-Executive & Independent Director as
per the provisions of Section 149 of the Act read with
the Companies (Appointment and Qualification of
Directors) Rules, 2014, on the Board of the Company
with effect from May 4, 2024 for a period of five years
subject to approval of the shareholders in 24th Annual
General Meeting of the Company held on November
21, 2024 She resigned as director of the company on
August 11, 2024.

Mr. Ravi Chandran (DIN # 07027731) was appointed as
an Additional Director under the category of Non¬
Executive & Independent Director as per the provisions
of Section 149 of the Act read with the Companies
(Appointment and Qualification of Directors) Rules,
2014, on the Board of the Company with effect from
May 4, 2024 for a period of five years subject to
approval of the shareholders in 24th Annual General
Meeting of the Company held on November 21, 2024
He resigned as director of the company on August 11,
2024.

Mr. Ram Sharma (DIN # 06747944) was appointed as
an Additional Director under the category of Non¬
Executive & Independent Director as per the provisions
of Section 149 of the Act read with the Companies
(Appointment and Qualification of Directors) Rules,
2014, on the Board of the Company with effect from
June 28, 2024 for a period of five years and approved
by the shareholders in 24th Annual General Meeting of
the Company held on November 21, 2024. He resigned
as director of the company on November 23, 2024.

Dr. Chandrika Setu Sharma (DIN # 10753180) was
appointed as an Additional Director under the
category of Non-Executive & Independent Director as
per the provisions of Section 149 of the Act read with
the Companies (Appointment and Qualification of
Directors) Rules, 2014, on the Board of the Company
with effect from August 1, 2024 for a period of five
years and approved by the shareholders in 24th
Annual General Meeting of the Company held on
November 21, 2024 She resigned as director of the
company on November 23, 2024.

Mr. Satyanarayana Yadavally (DIN # 07583181) was
appointed as an Additional Director under the
category of Non-Executive & Independent Director
as per the provisions of Section 149 of the Act read
with the Companies (Appointment and
Qualification of Directors) Rules, 2014, on the Board
of the Company with effect from August 1, 2024 for a
period of five years and approved by the
shareholders in 24th Annual General Meeting of the
Company held on November 21, 2024. He resigned
as director of the company on December 23, 2024.

Mr. Paladugu Venkata Subbarao (DIN # 10844145)
was appointed as an Additional Director under the
category of Non-Executive & Independent Director
as per the provisions of Section 149 of the Act read
with the Companies (Appointment and
Qualification of Directors) Rules, 2014, on the Board
of the Company with effect from November 30, 2024
for a period of five years subject to approval by the
shareholders in 25th Annual General Meeting of the
Company held on February 7, 2025.

Ms. Deepika Daliya (DIN # 10844736) was appointed
as an Additional Director under the category of
Non-Executive & Independent Director as per the
provisions of Section 149 of the Act read with the
Companies (Appointment and Qualification of
Directors) Rules, 2014, on the Board of the Company
with effect from November 30, 2024 for a period of
five years subject to approval by the shareholders
in 25th Annual General Meeting of the Company
held on February 7, 2025.

Mr. Ali Akber Bakir Bhoy Mamuwala (DIN # 07428015)
was appointed as an Additional Director under the
category of Non-Executive & Independent Director
as per the provisions of Section 149 of the Act read
with the Companies (Appointment and
Qualification of Directors) Rules, 2014, on the Board
of the Company with effect from January 10, 2025
for a period of five years subject to approval by the
shareholders in 25th Annual General Meeting of the
Company held on February 7, 2025.

Board Meetings

The Company has a professional Board with an
optimum combination of executive, non-executive
and independent directors (including one
independent woman director) 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, Fourteen (14) 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 2023-24.

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. P. Murali & Co., Chartered Accountants,
Hyderabad (Firm Registration No. 007257S) was
appointed as Statutory Auditors of the Company for a
period of 5 consecutive years, consent of the
Members accorded in the held 23rd Annual General
Meeting of the Company.

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,
2024, 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.

M/s. P. Murali & Co., Chartered Accountants,
Hyderabad (Firm Registration No. 007257S),
Hyderabad resigned from the position of Statutory
Auditors of the Company and the same informed to
the members on August 12, 2023 and therefore, the
Board of Directors of your Company, on the
recommendation of the Audit Committee, have
recommended to the members for appointment of
M/s. PR Chandra & Co., Chartered Accountants,
Hyderabad (Firm Registration No. 018985S) as
Statutory Auditors of the Company for the financial
year 2023-24, subject to the approval of
shareholders in the ensuing 25th Annual General
Meeting of the Company to be held on February 7,
2025.

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, she is not disqualified for
being appointed as Secretarial Auditor under the
provisions of applicable laws and also that there
are no pending proceedings against her involving
matters of professional misconduct.

The Secretarial Audit Report for the Financial Year
ended March 31, 2024, 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, 2024, 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 2023-24 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 Mr. Raghunath Allamsetty, Executive
Director 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 8th June, 2018 and Press Release No: 49/2018 dated
3rd 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 Auditor's 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:

Sl. No	Auditors Qualification	Directors Reply.
1.a.	As referred in Point No. 72, the company's investment in Ybrant Media Acquisition Inc, one of the subsidiaries of the company has negative equity/net worth indicating the existence of an indicator of impairment. But the company has neither impaired nor created any provision against the value of Investments in Ybrant Media Acquisition Inc.	YMA used to own the asset, LYCOS Inc. That is currently under the receivership of the seller (Daum Corporation). The Holding Company is working with Daum Corporation to complete the acquisition and hence investment is not yet impaired.
1.b.	As referred in Point No. 177[d], "the company" has to appoint at least one independent director on its board of directors as a director on the board of directors of each of its material subsidiaries within fifteen days of the date of its order. Refer note no 59 of Consolidated financial statements.	The Company appointed independent Directors on the Board of Subsidiaries of the Company and the same was intimated to the Exchanges as on April 28, 2023. Subsequent to their resignation from the Brightcom board, the Company has appointed newly appointed Independent Directors on the Board of Subsidiaries of the Company on October 24, 2024.
1.c.	As referred in Point No. 177[e] "the company" has to disseminate the standalone financial statements of each of its subsidiaries on its website, for the period between FY 2014-15 and FY 2021-22. Refer note no 60 of consolidated financial statements "Consequent to the order the company has uploaded the financial statements/ Financial information of its subsidiaries in its website".	The Company presented the Financial statements of its subsidiaries on its website and the same intimated to the Exchange as on April 28, 2023.
1.d.	The opening balances of Investments, receivables and payables with related to subsidiaries in standalone financial statements are subject to the confirmation of peer review auditor and due to its consequent effect, the closing balances thereof are also subject to variation.	The closing balances of Investments, receivables and payables with related to subsidiaries for the previous year will be reviewed by the Audit Committee as directed by SEBI and will get the Peer review done.
1.e.	SEBI vide its letter dated 13th April 2023, has issued interim order cum show cause notice to the company seeking clarifications with respect to certain issues. The final outcome of the investigation is yet to come by the time of our Report. Refer note no 58 of Consolidated financial statements.	The Company filed its clarification and reply to the Show Cause Notice.
1.f.	The Standalone Financial Statements of the company for the previous financial year i.e., for the year ended 31.03.2022 have been audited by predecessor auditor. The figures as at 31.03.2022 are subject to variation in view of the SEBI's observations/directions and consequent effect on the closing balances thereof as at 31.03.2023.	The Company filed its clarification and reply to the Show Cause Notice.
2	"The company" has not made any provision for impairment of investments of Rs.16,886.81 lakhs made in M/s Vuchi Media Private Limited despite the fact that the proposed acquisition transaction was revoked by both the parties and have cancelled the definitive share purchase agreement that was entered into.	1,40,00,000 Equity shares allotted to Vuchi Media are being annulled, the legal process is in underway.

Listing Fees

The Company affirms that the annual listing fees for the year 2023-24 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 2023¬
24 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 2015-16 (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

The Company has received an intimation from SEBI through its letter dated September 16, 2021, initiating
a Forensic Audit on the Company, and the same is in progress as on the date of this report. SEBI Issued 2
Interim orders dated April 13, 2023 & August 22, 2023 in connection with the ongoing investigations and a
Confirmatory Order was issued on February 28, 2024 in relation to the Interim Order dated August 22,
2023. The Company has submitted appeals with SEBI Appellate Tribunal (SAT) and the proceedings are
ongoing. However, there are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company's operations in the future

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, 2024, 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, 2024.

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, 2024, 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: 10-01-2025
Place: Hyderabad

Sd/-

Raghunath Allamsetty
Executive Director
DIN # 00060018