Brightcom Group Ltd

Dear Members,

Your directors have pleasure in presenting the Twenty Fourth Annual Report of the Company along with the Company's Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended as on March 31, 2023.

Financial Highlights

(Rs. in Lakhs)

State of Affairs / Company's Performance

During the year under review, your Company achieved a consolidated turnover of Rs. 739030.54 lakhs as against Rs. 501736.35 lakhs in the previous year. Your Company has earned a consolidated gross profit of Rs. 216607.82 lakhs before interest, depreciation and tax as against Rs. 150465.41 lakhs in the previous year. After deducting financial charges of Rs. 40.98 lakhs, depreciation of Rs. 26554.87 lakhs and provision for tax of Rs. 53055.25 lakhs, the operations resulted in a net profit of Rs. 137099.36 lakhs as against Rs. 91220.05

Change in the 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 between the end of the financial year to which the financial statements relate and the date of this Report.

Share Capital

During the period under review the listed entity 600,000 converted warrants into equity shares on October 02, 2022 in

57 connection to the In-principle approvals from the Stock Exchanges on 1^st April, 2021 for 33,18,45,000 (Thirty-Three Crore Eighteen Lakhs Forty-Five Thousand Only) convertible Warrants.

Out of the abovementioned 33,18,45,000 (Thirty-Three Crore Eighteen Lakhs Forty-Five Thousand Only) convertible Warrants, the Company has allotted 32,62,55,000 (Thirty-Two Crore Sixty-Two Lakhs and Fifty-Five Thousand) equity shares against the warrants as mentioned below and the same have been listed with both BSE Limited and National Stock Exchange of India Limited:

Listing fees has been paid for the year 2022-23 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, 2023. 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 the subsidiaries which are yet to commence operations: NIL

2.Names of the 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, 2023, 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, 2023. 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 has 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.

Secretary A certificate 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 2022-23:

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

InternalComplaintsCommitteeforredressalofcomplaints 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 24^th AGM.

The Company has received declarations from all the

Independent Directors of the Company confirming that they meet with the 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 24^th 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 the approval of the shareholders in 24^th 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 the approval of the shareholders in 24^th Annual General Meeting of the Company held on November 21, 2024 He resigned as director of the company on August 11, 2024.

Mr. Raghunath Allamsetty (DIN # 00060018) 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

June 28, 2024 for a period of five years subject to approval of the shareholders in 24^th Annual General Meeting of the

Company held on November 21, 2024.

Mr. M Suresh Kumar Reddy, Chairman & Managing Director and Mr. S L Narayana Raju, Chief financial officer of the Company have resigned from their respective positions on August 27, 2023 pursuant to the SEBI Interim order issued on August 22, 2023.

Mr. Nilendu Narayan Chakraborty (DIN # 07505277) resigned as an Independent Director due to personal reasons and the same is considered by the Board on October 27, 2023.

Mr. Peshwa Acharya (DIN #06558712), resigned as Non-Executive Director due to personal reasons and the same is considered by the Board on January 21, 2024. Mr. Vijay Kancharla (DIN # 02744217), resigned as Executive Director due to personal reasons and the same is considered by the Board on January 21, 2024. Ms. Meghana Musunuri (DIN # 10462366) resigned as an Independent Director due to personal reasons and the same is considered by the Board on March 19, 2024. Dr. Jayalakshmi Kumari Kanukollu (DIN # 03423518) resigned as an Independent Director due to personal reasons and the same is considered by the Board on May

4, 2024.

Dr. Surabhi Sinha (DIN # 07354441) resigned as an Independent Director due to personal reasons and the same is considered by the Board on May 4, 2024. Mr. . Radhakishore Pandrangi (DIN # 06664969) resigned as an Independent Director due to personal reasons and the same is considered by the Board on

May 4, 2024.

Board Meetings

The Company has a professional Board with an optimum combination of executive, non-executive and independent directors (including two independent women 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, ten (10) meetings of the 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 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 the 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

2022-23.

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 the Board, receipt of regular inputs and information, functioning, performance and structure of the 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, 2023, 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 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), are not eligible to be the Statutory Auditors of the Company for the financial year 2023-24 and therefore, the Statutory Auditors proposed by the members at the ensuing 24th AGM shall be appointed for the financial year 2023-24 and shall hold the office till the conclusion of the 25th AGM at such remuneration as may be determined by the shareholders of the Company.

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 the 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, Regulation 24A of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and rules framed thereunder, 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 his involving matters of professional misconduct. The Secretarial Audit Report for the Financial Year ended March 31, 2023, in Form MR-3 is annexed to the Board's Report - Annexure-A and forms part of this Report.

The Secretarial Auditors' Report to the Members of the

Company for the Financial Year ended March 31, 2023, 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 2022-23 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.

Vijay Kancharla, 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 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 2022-23 has been paid to both the National Stock Exchange of India Limited (NSE) and the 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 2022-23 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 that 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. 20.11 Lakhs and the Company has spent Rs. 20.11 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, enforcing 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 proceedingsareongoing.However,therearenosignificantand 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 the Company and subject to disclosures in the Annual Accounts, as also certificate 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, 2023, 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, 2023. iii. We have taken proper and sufficientcare 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, 2023, 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 to the same in equal measure in the coming years.