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Dear Members,
Your directors have pleasure in presenting the Twenty Seventh Annual
Report of the Company along with Company's Audited Financial Statements (Standalone
and Consolidated) for the Financial Year ended on March 31, 2026.
Financial Highlights
| Particulars |
Consolidated FY 2025-26 |
Consolidated FY 2024-25 |
Standalone FY 2025-26 |
Standalone FY 2024-25 |
| Total Revenue (including other Income) |
692,802.55 |
514,665.70 |
43,243.07 |
41,867.83 |
| Gross Profit before Interest, Depreciation & Tax |
175,220.77 |
132,159.07 |
40.86 |
59.54 |
| Less: Interest |
1.66 |
2.03 |
0.06 |
0.91 |
| Depreciation |
32,007.94 |
30,687.52 |
6.12 |
7.63 |
| Profit before Tax |
143,211.17 |
101,469.52 |
34.68 |
51.72 |
| Less: Provision for Tax |
48,087.79 |
31,087.07 |
10.82 |
16.14 |
| Less: Deferred Tax |
(1,109.28) |
(621.36) |
17.67 |
30.14 |
| Profit after Tax |
96,232.66 |
71,003.81 |
6.18 |
5.44 |
| Add: Other comprehensive income |
91,941.96 |
19,463.76 |
340.46 |
67.11 |
| Total comprehensive income for the period |
188,174.62 |
90,467.57 |
346.65 |
72.55 |
| Balance Brought forward from the previous year |
629,267.49 |
557,888.05 |
1,720.53 |
1,713.35 |
| Profit available for appropriations |
726,021.24 |
629,267.49 |
1,736.49 |
1,720.53 |
| Less: Dividend |
0 |
0 |
0 |
0 |
| Profit Carried to Balance Sheet |
726,021.24 |
629,267.49 |
1,736.49 |
1,720.53 |
State of Affairs / Company's performance
During the year under review, your Company achieved a consolidated
turnover of Rs.692,802.55 lakhs as against Rs. 514,665.70 lakhs in the previous year. Your
Company has earned a consolidated gross profit of Rs. 175,220.77 lakhs before interest,
depreciation and tax as against Rs. 132,159.07 lakhs in the previous year. After deducting
financial charges of Rs.1.66 lakhs, depreciation of Rs.32,007.94 lakhs and provision for
tax of Rs.48,087.79 lakhs, the operations resulted in a net profit of Rs.96,232.66 lakhs
as against Rs. 71,003.81 lakhs in the previous year.
Change In Nature of Business
As per the requirements of Rule 8 (5) (ii) of Companies (Accounts)
Rules, 2014, your Board of Directors specify that, there is no significant change in the
nature of business of the Company during the last financial year.
There are no Material Changes and Commitments affecting the financial
position of the Company which occurred between the end of the financial year to which the
financial statements relate and the date of this Report.
Share Capital
The Company with a view to reconcile the difference between Issued
Shares and Listed Shares have proposed to cancel 6,00,000 shares. The Shareholders have
approved the reduction in share capital to the tune of 6,00,000 shares in the
Extraordinary General Meeting held on April 30, 2025. The process for cancellation of
shares is ongoing.
Listing fees has been paid for the year 2025-26 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 17 subsidiaries as of March 31, 2026. There was no
material change in the nature of the business carried on by the subsidiaries.
Pursuant to first provision 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, 2026, 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, 2026. A detailed report on Management Discussion &
Analysis is provided as a separate disclosure in the annual report.
Related Party Transactions
All related party transactions that were entered into during the
financial year were in the ordinary course of the business of the Company and were on an
arm's length basis. There were no materially significant related party transactions
entered by the Company during the year with the Promoters, Directors, Key Managerial
Personnel or other persons which may have a potential conflict with the interest of the
Company.
The policy on related party transactions as approved by the Audit
Committee and the Board of Directors is hosted on the website of the Company www.brightcomgroup.com. Prior omnibus approvals
from the Audit Committee are obtained for transactions which are repetitive and also
normal in nature. Further, disclosures are made to the Committee and the Board on a
quarterly basis.
None of the Directors had any pecuniary relationship or transactions
with the Company, other than to the extent of their shareholding and except the payments
made to them in the form of remuneration/sitting fee.
Since all related party transactions entered into by the Company were
in the ordinary course of business and were on an arm's length basis, the requirement
of furnishing the requisite
details in Form AOC-2 is not applicable to the Company.
The details of related party disclosures form part of the notes to the
financial statements provided in this annual report.
Vigil Mechanism/ Whistleblower / Ombudsperson Policy
The Company has put in place a Whistle Blower Policy and has
established the necessary vigil mechanism as defined under Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements), 2015 for employees and others to report concerns
about unethical behaviour.
The Company has a vigil mechanism policy to deal with instances of
fraud and mismanagement, if any. The vigil mechanism policy is uploaded on the website of
the Company
https://www.brightcomgroup.com/investors/policies/.
The Policy provides for adequate safeguards against victimization of
employees who avail of the mechanism and also provides for direct access to the Chairman
of the Audit Committee. It is affirmed that no personnel of the Company have been denied
access to the Audit Committee.
Disclosure as required under Section 22 of Sexual Harassment of women
at workplace (Prevention, Prohibition and Redressal) Act, 2013
In order to comply with the provisions of the Sexual Harassment of
Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed
thereunder, the Company has formulated and implemented a policy on prevention, prohibition
and redressal of complaints related to sexual harassment of women at the work place. All
women employees permanent, temporary or contractual are covered under the above policy.
Your Company has zero tolerance towards sexual harassment at the workplace and the details
of sexual harassment complaints as per the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder are
as follows:
1. No. of Complaints received: Nil
2. No. of Complaints disposed-off: Not Applicable
The Company has constituted an Internal Complaints Committee for
redressal of complaints and is committed to provide equal opportunities without regard to
their race, caste, sex, religion, colour, nationality, disability, etc. All women
associate (permanent, temporary, contractual and trainees) as well as any women visiting
the Company's office/ premises or women service providers are covered under this
policy. All employees are treated with dignity with a view to maintain a work environment
free of sexual harassment whether physical, verbal or psychological.
Other Policies
The Company has also adopted the following policies, as required by
Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015 and the same are available on the website of the Company at www.brightcomgroup.com.
1. Code of Conduct & Ethics for Board of Directors & Senior
Management;
2. Terms & Conditions of Appointment of Independent Directors
3. Corporate Social Responsibility Policy
4. Policy for related party transaction
5. Vigil Mechanism (Whistle blower policy)
6. Policy for Determining Material Subsidiaries
7. Policy for Determining of Materiality of an Event
8. Criteria for making payment for non-executive Directors
9. Nomination & Remuneration Policy
10. Familiarization program of Independent Director
11. Code of Regulation & Prohibition of Insider Trading
12. Code of practices and procedures for fair disclosure of UPSI
13. Document preservation policy
14. Policy for evaluation performance of the Board
15. Policy for disclosure of material information
16. Policy for sexual harassment
17. Staff advances policy
18. Policy for determination of legitimate purpose Corporate Governance
Pursuant to the provisions of Chapter IV read with Schedule V of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on
Corporate Governance has been incorporated in the Annual Report for the information of the
shareholders. A certificate from the Practicing Company Secretary regarding compliance
with the conditions of Corporate Governance as stipulated under the said Schedule V of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 also forms part
of this Annual Report.
Code of conduct for prevention of Insider Trading in Brightcom Group
Limited
Code of Conduct for Prevention of Insider Trading in Brightcom
Securities ("BCG Code") in accordance with Securities and Exchange Board of
India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 is uploaded on the
website of the Company. The objective of the PIT Code is to protect the interest of
shareholders at large, to prevent misuse of any unpublished price sensitive information
and to prevent any insider trading activity by dealing in shares of the Company by its
Designated Persons and their immediate relatives. Ms. Shwetha Singh is the Compliance
Officer under the PIT Code as on the date of this report.
Committees
The following are the details of the Committees during the Financial
Year 2025-26:
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;
7. Process & Compliance Review 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 27th AGM.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with criteria of independence as
prescribed under Section 149(6) of
the Act and under Regulation 16(1)(b) of SEBI Listing Regulations. None
of the directors of the company is disqualified under the provisions of the Companies Act,
2013 (‘Act') or under the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. All Independent Directors have provided confirmations as contemplated
under section 149(7) of the Act.
Board Meetings
The Company has a professional Board with an optimum combination of
executive, nonexecutive 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, Eleven (11) 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 nondisqualification, 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 2025-26.
Structured forms covering evaluation of Board, Committees of the Board,
Chairperson, Independent Directors and Non-Independent Directors were circulated to all
the Directors and Directors were requested to rate against various criteria such as
composition of Board, receipt of regular inputs and information, functioning, performance
and structure of Board Committees, skill set, knowledge and expertise of directors,
preparation and contribution at
Board meetings, leadership etc. The performance evaluation of the
respective Committees and that of independent and non-independent directors was done by
the Board excluding the director being evaluated.
Evaluation of all Board members is performed on an annual basis. The
evaluation is performed by the Board with specific focus on the performance and effective
functioning of the Board and Individual Directors and the same is taken note by the
Nomination and Remuneration Cum Compensation Committee.
The Nomination and Remuneration Committee has laid down criteria for
performance evaluation of Directors, Chairperson, Board Level Committees and the Board as
a whole and also the evaluation process for the same. The Nomination and Remuneration
Committee has reviewed the performance evaluation of the Directors, Chairperson, Audit
Committee and Stakeholders Relationship Committee and the Board as a whole.
Further, as per the SEBI (Listing Obligation & Disclosure
Requirements) Regulations, 2015, the following is the matrix of skills and competencies on
which all Directors are evaluated:
• Governance and Board service
• Business Understanding
• Risk/Legal/Regulatory Compliance
• Information Technology/ Accounting/Financial Experience
• Industry/Sector Knowledge
• Strategy development and implementation
The statement indicating the manner in which formal annual evaluation
of the Directors, the Board and the Board level Committees are given in the report on
Corporate Governance, which forms part of this Annual Report.
Familiarisation Programme for Directors
In addition to giving a formal appointment letter to the newly
appointed Director on the Board, a detailed induction plan covering the role, function,
duties, responsibilities and the details of compliance requirements expected from the
director under the Companies Act, 2013 and relevant Regulations of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are given and explained to a
new Director.
Pursuant to Regulation 25(7) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), conducting
familiarization programmes for the
Directors in the Company is a continuous process, whereby Directors are
informed, either through presentations at the Board or committee meetings, board notes,
interactions or otherwise about industry outlook, business operations, business model,
future strategies, business plans, competitors, market positions, products & new
launches, internal and operational controls over financial reporting, budgets, analysis on
the operations of the Company, role, rights, responsibilities of independent directors and
any other relevant information. Pursuant to Regulation 46 of Listing Regulations, the
details required are available on the Company's website at www.brightcomgroup.com.
Policy on Directors' Appointment, Remuneration and other details
The Company's policy on directors' appointment and
remuneration and other matters provided in section 178(3) of the Act have been disclosed
in the corporate governance report, which forms part of this annual report and is also
hosted on the Company's website www
.brightcomgroup.com.
Statutory auditors
M/s. PR Chandra & Co., Chartered Accountants, Hyderabad (Firm
Registration No. 018985S) was appointed as Statutory Auditors of the Company for a period
of 5 consecutive years,
subject to the approval of shareholders in the ensuing 27th
Annual General Meeting of the Company to be held on September 29, 2026.
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 31,2026, form part of this Annual Report and contain
some qualification(s) or adverse observations. The Board has duly examined the Statutory
Auditors' Report to the consolidated and standalone financial statements, the
clarifications are provided in the later part of this document.
There have been no instances of fraud reported by the Auditors
including the Statutory of the Company under Section 143(12) of the Companies Act, 2013
and the Rules framed there under either to the Company or to the Central Government.
Adequacy of Internal Financial Control Systems & Risk Management
The company does not have in place adequate internal financial controls
with reference to its financial statements. The details relating to internal financial
controls and their adequacy and Risk Management are included in the Management Discussion
and Analysis Report.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013,
the Board of Directors, on recommendation of the Audit Committee, appointed CS P Sarada,
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 her involving matters of professional misconduct.
The Secretarial Audit Report for the Financial Year ended March
31,2026, 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, 2026, 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 2025-26 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 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:
| Sl. No Auditors Qualification |
Directors Reply |
| 4.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 |
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 |
| of impairment. But the company has neither impaired nor
created any provision against the value of Investments in Ybrant Media Acquisition Inc. |
acquisition and hence investment is not yet impaired. |
| 4.b. 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. |
The Company presented the Financial statements of its
subsidiaries on its website and the same intimated to the Exchange as on April 28, 2023. |
| 4.c. 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 years will be reviewed by the Audit
Committee as directed by SEBI and will get the Peer review done. |
| 4.d. "The company" has still 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 entereds into.
And also 1,40,70,000 equity shares allotted to M/s Vuchi Media Private Limited are pending
for cancellation subject to the legal process completion. |
1,40,70,000 Equity shares allotted to Vuchi Media are being
annulled, the legal process is underway. |
| 4.e. The promotors shareholding is based on available
information and may change, as the company has appealed against SEBI's interim order dated
22nd August 2023 and subsequent confirmatory order dated 28" February
2024. The proceedings are ongoing. |
The proceedings are ongoing. |
| 4.f. In the process of acquiring M/s Vuchi Media Private
Limited BCG has paid consideration to the tune of 29.83% by allotting 1,40,70,000 equity
shares at a price of Rs.120.02. But later on, the proposed acquisition transaction was
revoked by both the parties and have cancelled the definitive share purchase agreement
that was entered into. In view of the above cancellation of deal, the company has not
considered M/s Vuchi Media Private Limited as an associate company in the consolidated
financial statements. |
1,40,70,000 Equity shares allotted to Vuchi Media are being
annulled, the legal process is underway. |
| 4.g. SEBI passed a final order,
WTM/AN/CFID/CFID_4/31187/2024-25 dated February 6, 2025 with regards to "Impairment
of assets" case. A writ petition was filed by the company challenging the SEBI order
which imposed penalties under various provisions of the SEBI Act and the Securities
Contracts (Regulation) Act. The High Court, upon perusal of the material on record,
observed that there is no substantive evidence to justify the quantum of penalty imposed.
Consequently, the Hon'ble Court has directed an interim suspension of the recovery of the
penalty and the remaining provisions of the order dated 06.02.2025 are pending
adjudication. SEBI had passed a different interim order on 22nd August, 2023, and later
passed confirmatory order on 28th Feb, 2024 on certain other matters. This confirmatory
order has been appealed by the company in SAT through appeal number 474 of 2024. The same
is pending in SAT. We are not able to express an opinion on above issues covered, due to
its pendency. |
The Company has challenged the Final Order before the Hon'ble
High Court. Pending adjudication, management believes no adjustment to the consolidated
financial statements is presently warranted solely because the proceedings remain pending. |
Listing Fees
The Company affirms that the annual listing fees for the year 2025-26
has been paid to both National Stock Exchange of India Limited (NSE) and BSE Limited.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The particulars as prescribed under sub-section (3)(m) of Section 134
of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are as
follows:
A. Details of Conservation of Energy
The operations of your company do not consume high levels of energy.
The Company uses electric energy for its equipment such as computer terminals, air
conditioners, lighting and utilities in the work premises. Adequate measures have been
taken to conserve energy by using energy-efficient computers and equipment with the latest
technologies.
However, the requirement of disclosure of particulars with respect to
conservation of energy as prescribed in the Section 134(m) of the Companies Act, 2013,
read with Rule 8(3) of Companies (Accounts) Rules, 2014 are not applicable to the Company
and hence not provided.
B. Technology Absorption
The Information Technology (IT) and Information Technology Enabled
Services (ITES) Industry are subject to high rate of technological obsolescence. The
Company's business is Digital Marketing and Software Development. The change in the
industry paradigm is
dynamic. The Company is continuously updating these changes and
constantly evaluating these developments to improve its capabilities towards the industry.
Accordingly, research and development of new services, display advertising, platforms and
methodologies, continue to be of importance to us. This allows us to enhance quality,
productivity and customer satisfaction through continuous improvements and innovations. As
part of the continuous thrust on R&D, the company is also focused on Solutions
Research and Vertical Focus Research. These would identify new ideas which would enable
business process improvement for customers and would be aligned with the business strategy
and growth opportunities of the organization. Our R & D activities are not capital
intensive and we do not specifically provide for the same in our books.
C. Foreign Exchange Earnings and outgo
The particulars of earnings and expenditure in foreign exchange during
the year are given in notes to Standalone financial statements.
Business Responsibility Report
Regulation 34(2)(f) of the Listing Regulations mandates the inclusion
of Business Responsibility Report ("BRR") as part of the Annual Report for top
500 listed companies which was thereafter amended to top 1000 listed companies with effect
from December 26, 2019, based on market capitalization as on March 31 every year. In
compliance with the Listing Regulations, BRR of your Company for the Financial Year
2024-25 is appended as Annexure - II to this Report.
Your Company strongly believes that sustainable and inclusive growth is
possible by using the levers of environmental and social responsibility while setting
aspirational targets and improving economic performance to ensure business continuity and
rapid growth.
Investor Education and Protection Fund (IEPF)
In terms of Section 123, 124 and 125 of the Companies Act, 2013, the
unclaimed dividends and shares wherein the dividends that are unclaimed for a period of
seven consecutive years relating to the Final Dividend will be transferred to the IEPF
Fund/Suspense account respectively. Further, as per the provisions of Section 125, the
share(s) wherein the dividend is unclaimed for a period of consecutive seven (07) years
will be transferred to the suspense account as prescribed by the IEPF Rules, therefore the
shareholders whose dividends are unclaimed for consecutive seven years from 2014-15 (list
of the shareholders along with the unclaimed dividend details are available on the website
of the Company www.brightcomgroup.com are
requested to claim their unclaimed dividend at the earliest.
Shareholders are requested to ensure their dividends are encashed on
time. In case of nonencashment 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. 0.00 Lakhs and
the Company has spent Rs. 0.00 Lakhs on CSR activities in the areas of Education and
Environmental Protection.
Significant and Material Orders
SEBI has issued a show-cause notice and interim order dated 13-04-2023
in relation to Impairment of Assets carried on by the company. The company has preferred
an appeal against this order and filed an appeal No.941 of 2023 with Securities Appellate
Tribunal. Subsequently this appeal was withdrawn after SEBI issued a final order on
February 6, 2025. The company, against this Final Order has challenged this order and
filed a writ petition WP 8716 of 2025 with the Hon'ble High Court of Telangana. The
Hon'ble High Court of Telangana has granted interim relief on the penalty portion and
remaining parts are yet to be reviewed and court has observed "prima facie there is
no evidence to substantiate the quantum of penalty to be levied on the petitioner and the
matter requires examination and the order dated 06-02-2025, to extent of penalty as per
Paragraph No.190 is not sustainable". The proceedings are ongoing
SEBI has issued another interim order dated 22-08-2023 regarding
Preferential Allotment of Shares and confirmatory order dated 28-02-2024 in the matter of
Preferential Allotment of Shares. The company preferred appeal against this order and
filed an appeal 942 of 2023 before Securities Appellate Tribunal. This appeal has been
withdrawn subsequent to the issuance of Confirmatory Order on 28-02-2024 and appeal No.
474 of 2024 has been filed before the Hon'ble Securities Appellate Tribunal and the
proceedings are ongoing.
Directors' Responsibility Statement
Pursuant to the requirement of Section 134(3)(c) and 134(5) of the
Companies Act, 2013 and on the basis of compliance certificate received from the
executives of the Company and subject to disclosures in the Annual Accounts, as also on
the basis of the discussion with the Statutory Auditors of the Company from time to time,
and to the best of their knowledge and information furnished, the Board of Directors state
that:
i. In preparation of the Annual Accounts for the year ended March 31,
2026, 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, 2026.
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, 2026, 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.
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