Share Wealth

Year End :2022-03

Your Directors have pleasure in presenting the Twenty Second Annual Report of the Company along with Company's Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended on March 31, 2022.

Financial Highlights , , (INR Lacs)
Particulars	Consolidated FY 2021-22	Consolidated FY 2020-21	Standalone FY 2021-22	Standalone FY 2020-21
Total income (including other Income)	501,736.35	287,661.68	36,455.01	38,692.26
Gross Profit before Interest, Depreciation & Tax	150,465.41	88,620.35	427.20	1,250.89
Less: Interest	31.43	10.61	31.27	9.54
Depreciation	24,623.70	22,609.24	18.87	23.15
Profit before Tax	125,810.28	66,000.50	377.06	1,218.20
Less: Provision for Tax	34,627.45	17,754.19	125.88	406.68
Less: Deferred Tax	(37.22)	(54.49)	79.61	(10.80)
Profit after Tax	91,220.05	48,300.80	171.57	822.31
Add: Other comprehensive income	12,264.41	(7,872.25)	171.20	(160.07)
Total comprehensive income for the period	103,484.46	40,428.57	342.76	662.25
Balance Brought forward from the previous year	267,178.48	219,326.33	7,050.70	6,479.56
Profit available for appropriations	358,651.65	267,432.31	7,220.14	7,304.52
Less: Dividend	520.82	253.83	520.82	253.83
Profit Carried to Balance Sheet	358,130.83	267,178.48	6,699.33	7,050.70

State of Affairs / Company's performance

During the year under review, your Company achieved a consolidated turnover of Rs.501736.35 lakhs as against Rs.287,661.68 lakhs in the previous year. Your Company has earned a consolidated gross profit of Rs.150,465.41 lakhs before interest, depreciation and tax as against Rs. 88,620.35 lakhs in the previous year. After deducting financial charges of Rs.31.43 lakhs, depreciation of Rs.24,623.70 lakhs and provision for tax of Rs.34,590.23 lakhs, the operations resulted in a net profit of Rs.91,220.05 lakhs as against Rs.48,300.80 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.

COVID-19

The Financial year 2021-22 being the second year of the COIVID-19 pandemic wherein the first three months of the said financial year was struck by the Second wave of novel coronavirus, the leadership team at Brightcom and all employees have done a commendable job in

navigating through the crisis. Work from home was provided wherever possible to maintain lean staff in the work area. Your Company is committed to support the society at large to extend its helping hand in the fight against COVID-19 pandemic. Our pro-activeness in setting up a crisis management team, robust business continuity processes, and infrastructure at Brightcom ensured uninterrupted services to our customers while maintaining health and safety of all the employees. We have received multiple customer accolades for the smooth and seamless business continuity. Our customers were delighted with the way Brightcom teams managed the current pandemic situation to ensure business continuity keeping health and safety of the employees as well as customers. Considering well-being of employees, we launched various initiatives where people can seek counsel to their stress, anxieties and fears.

Share Capital

During the period under review the listed entity has received In-principle approvals from the Stock Exchanges on 1st 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 32,56,55,000 (Thirty-Two Crore Fifty-Six Lakh 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:

During the period under review the Board in its meeting held on June 28, 2021 has declared Bonus issue in the ratio of 1:4 and has allotted 20,83,26,625 (Twenty Crore Eighty-Three Lakh Twenty-Six Thousand Six Hundred and Twenty-Five) equity shares.

During the period under review the Board, in its meeting held on September 16, 2021 has proposed to issue & allot 14,01,50,000 equity shares to 29 non-promoters and 1,50,00,000 convertible warrants to Mr. Shankar Sharma

at Rs. 37.77/- (Rupees Thirty-Seven and Seventy-Seven Paise only) each through Preferential Issue as per the provisions of Chapter V of SEBI (ICDR) Regulations, 2018 by Postal Ballot, which was approved by the Shareholders on October 20, 2021 through requisite majority. However, the Company has received in-principle approvals from the Exchanges for 14,00,50,000 equity shares to 28 nonpromoters and 1,50,00,000 convertible warrants to Mr. Shankar Sharma and has allotted the same as mentioned below.

Sl. No.	Date of Allotment	No. of Shares	Effective date of Listing
1	January 23, 2022	80,50,000	April 01, 2022
2	January 25, 2022	13,20,00,000	April 01, 2022
Total Shares		14,00,50,000

The Warrants & Share Allotment Committee has on 9th March 2022 allotted 1,50,00,000 Equity Shares by converting warrants into equity and the same were listed on both the Exchanges with effect from April 19, 2022.

During the period under review the Board, in its meeting held on December 09, 2021 has proposed to issue & allot 1,40,70,000 equity shares at Rs. 120.02 (Rupees One Hundred & Twenty and Two paise only) each to 4 non-promoters for part consideration of other than cash i.e., against the takeover of Vuchi Media Private Limited, through Preferential Issue as per the provisions of Chapter V of SEBI (ICDR) Regulations, 2018 and the same were listed on both the Exchanges with effect from April 13, 2022.

During the period under review the Board in its meeting held on January 25, 2022 has declared Bonus issue in the ratio of 2:3 and has allotted 80,71,68,749 (Eighty Crore Seventy-One Lakh Sixty-Eight Thousand Seven Hundred and Forty-Nine only) equity shares on March 22, 2022 and the same are listed on both the Exchanges with effect from May 30, 2022.

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. 403,58,43,747 divided into 201,79,21,873 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.

business carried on by the subsidiaries. During the year under review the Company has allotted 1,40,70,000 equity shares at Rs. 120.02/- each to Vuchi Media Private Limited against part consideration of acquisition, however, the Company has not floated any new subsidiary Company during the year under review.

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: Not Applicable

2. Names of subsidiaries which have been liquidated or sold during the year: Not Applicable

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, 2022, 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 http:// brightcomgroup.com/investors/

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 31st March, 2022. 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 www.brightcomgroup.com.

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 Re-dressal) 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 Business Conduct & Ethics for Other Stakeholders

2. Code of Regulation & Prohibition of Insider Trading

3. Code of Conduct for Board & Senior Management

4. Criteria for making payment for non-executive Directors

5. Corporate Social Responsibility Policy

6. Document preservation policy

7. Familiarization program of Independent Director

8. Policy for evaluation performance of the Board

9. Policy for related party transaction

10. Policy for disclosure of material information

11. Policy for sexual harassment

12. Staff advances policy

13. Vigil Mechanism (Whistle blower policy)

14. 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. S L N Raju 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 2021-22:

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. Vijay Kancharla (DIN: 02744217), Executive Director is liable to retire by rotation, at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

The Board of Directors on the recommendation of Nomination and Remuneration Committee in their meeting held on March 28, 2019, the Members of the Company at the 20th Annual General Meeting held on Friday, September 27, 2019 have approved the reappointment of Mr. M. Suresh Kumar Reddy as the Chairman & Managing Director and Mr. Vijay Kancharla as Executive Director of the Company for a further period of Five (5) Years commencing from 01.04.2019 to 31.03.2024 and remuneration payable to them.

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 23rd 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 Peshwa Acharya (DIN: 06558712) was redesignated from Non-Executive Independent Director to NonExecutive and Non-Independent Director with effect from September 21, 2021.

Mr Nilendu Narayan Chakraborty (DIN: 07505277) 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 December 09, 2021 for a period of five years and the same was approved by the shareholders in 22nd Annual General Meeting of the Company held on December 31, 2021.

Mr Allam Raghunath (DIN: 00060018) an Independent Director of the Company has completed the second term of office on December 26, 2021 thereby completing two terms as an Independent Director and consequently he also ceased to be a Director of the Company with effect from close of business hours of December 26, 2021.

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, ten (10) 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.

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 C N & Associates (formerly known as Chandra Babu Naidu & Co.,) (Firm Registration No.016016S), Chartered Accountants were appointed as Statutory Auditors of the Company for a term of Five years from the conclusion of the 18th Annual General Meeting till conclusion of 23rd Annual General Meeting, have conducted the Statutory Audit for the FY-2021-22. The 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, 2022 form part of this Annual Report and do not contain any qualification(s) or adverse observations. The Board has duly examined the Statutory Auditors' Report to the financial statements, which is selfexplanatory and required no further clarifications.

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.

The existing Statutory Auditors M/s. P C N & Associates (Firm Registration No.016016S) of the Company will complete their term as they have been appointed for a period of 5 year until the conclusion of 23rd AGM to be held in 2022 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. P. Murali & Co., Chartered Accountants, Hyderabad (Firm Registration No. 007257S) as Statutory Auditors of the Company for a period of 5 consecutive years, subject to the approval of shareholders in the ensuing 23rd Annual General Meeting of the Company to be held in 2022.

Adequacy of Internal Financial Control Systems & Risk Management

The company has in place adequate internal financial controls with reference to its financial statements. These controls ensure the accuracy and completeness of the accounting records and the preparation of reliable 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, 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 Ms. Sudhanya Sengupta, Practicing Company Secretary (Membership No. F7057 & C P No. 7756) 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, 2022 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, 2022 does not contain any 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 2021-22 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 S L N Raju, Chief Financial Officer 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 Managing 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 Company Secretary / Compliance Officer 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

There are no qualifications, reservations or adverse remarks made by the Statutory Auditor, Secretarial Auditors in their reports.

Listing Fees

The Company affirms that the annual listing fees for the year 2022-23 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 2021-22 is appended as Annexure - III 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 2013-14 (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-IV 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. 9.59 Lakhs and the Company has spent Rs. 9.59 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. 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, 2022 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 so as 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, 2022.

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, 2022 has been prepared on a going concern basis.

v. Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

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.

For and on behalf of the Board of Directors

Sd/-

Place: Hyderabad M. Suresh Kumar Reddy

Date: September 06, 2022 Chairman and Managing Director

DIN: 00140515