B-Right RealEstate Ltd Directors Report

To

The Members,

B-RIGHT REALESTATE LIMITED

Your Directors have pleasure in presenting the 17^th Annual Report together with the Audited Statement of Accounts of your Company for the year ended March 31, 2024.

DISCLOSURE OF FINANCIAL SUMMARY OR HIGHLIGHTS (Amount in Lakhs)

Particulars	Standalone		Consolidated
	For the Year ended 31st March, 2024	For the Year ended 31st March, 2023	For the Year ended 31st March, 2024	For the Year ended 31st March, 2023
Total Income	662.31	515.75	4227.87	1926.20
Profit Before Tax	261.56	198.40	863.67	432.07
Less: Current Tax	--	--	310.69	118.82
Deferred Tax	20.71	12.83	20.75	12.83
Income Tax earlier years	--	--	--	--
Profit For The Year	240.86	185.57	243	190.97
Add: Balance in Profit and Loss Account	2647.09	2461.59	2644.75	2461.73
Add: Transfer from reserves	(0.17)	(0.07)	(8.05)	(7.95)
Sub Total	2887.77	2647.09	2879.70	2644.75
Less: Appropriation
Adjustment relating to Fixed Assets	--	--	--	--
Income tax Refund	--	--	--	--
Less: Interest on IT and TDS w off	--	--	--	--
Profit & Loss A/c Closing Balance	2887.77	2647.09	2879.70	2644.75
Securities Premium Reserve	--	--	--	--
Opening Balance	10041.66	6546.10	10041.80	6546.10
Add: Current Year Transfer	--	4145.86	--	4146
Less: Bonus issue to existing Shareholders	--	(650.30)	--	(650.30)
Less: Written Back in Current Year	--	--	--	--
Closing Balance	10041.66	10041.66	10041.80	10041.8
Reserves & Surplus	12929.43	12688.74	12921.50	12686.55

STATE OF THE COMPANYS AFFAIRS:

Your Company is primarily engaged in the business of Real Estate Development and construction Activities.

The Standalone Total Income of the Company stood at Rs. 662.31 Lakhs for the year ended March 31, 2024 as against Rs. 515.75 Lakhs in the previous year.

The Standalone Company made a Net Profit after tax of Rs. 240.86 Lakhs for the year ended March 31, 2024 as compared to Rs. 185.57 Lakhs in the previous year.

The Consolidated Total Income is Rs. 4227.87 Lakhs for the financial year ended March 31, 2024 as against Rs. 1926.20 Lakhs during the previous financial year.

The Consolidated Net Profit is Rs. 243.00 Lakhs for the year ended March 31, 2024 as compared to the Net Profit of Rs. 190.97 Lakhs in the previous year.

The management is of the opinion that in the coming future as the overall situation seems to be improving and Directors are optimistic about Companys business and hopeful of better performance with increased revenue in next year.

There has been no change in the business of the Company during the financial year ended March 31, 2024.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Act, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of Annual Return has been uploaded on the Companys website under the web link of https://b-rightgroup.com.

DISCLOSURE OF CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of Real-Estate Development and construction Activities. There has been no change in the business of the Company during the financial year ended 31st March, 2024.

DISCLOSURE RELATING TO AMOUNTS IF ANY, WHICH IS PROPOSED TO CARRY TO ANY RESERVES:

For the financial year ended 31st March, 2024, your Company has not proposed to carry or transfer any amount to any other specific reserve account.

DISCLOSURES RELATING TO AMOUNT TO BE RECOMMENDED TO BE PAID AS DIVIDEND:

The Board of Directors of your Company, after considering holistically the relevant circumstances has decided that it would be prudent, not to recommend any Dividend for the year under review and retain the profits of the Company for its future growth.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed Dividend in the books or any Unpaid Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply to your Company.

DETAILS RELATED TO DEPOSITS COVERED UNDER CHAPTER V OF COMPANIES ACT, 2013:

Under the Deposit Regulations as amended time to time, a Company is permitted to accept Deposits subject to applicable provisions, to the extent of 10% of the aggregate of the paid-up share capital, securities premium account and free reserves from its Members and 25% of the aggregate of the paid- up share capital, securities premium account and free reserves from the public after prior approval by way of special resolution passed by the members in this regard. Requisite approval was obtained from the Members of the Company and was introduced to meet up the working capital of the company in October 21, 2023 in compliance with the Deposit Regulation. The company has also obtained credit rating from Infomerics Valuation and Rating Private Limited (IVR BBB/- Stable).

The details relating to Deposits, covered under chapter V of the Act are as under.

a. Accepted during the Year: Rs. 39,30,000/-

b. Remained unpaid or unclaimed as at the end of the Year: Nil

c. Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:

i. At the beginning of the year: Nil

ii. Maximum during the year: Nil

iii. At the end of the year: Nil

PARTICULARS OF LOANS. GUARANTEES INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

In the year under review, the Company has, not made any Investments and/or provided any guarantee, However, the Company has provided loans under the provisions of section 186 of the Companies Act, 2013.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. AND FOREIGN EXCHANGE OUTGO: Details regarding Energy Conservation: Since the Company does not fall under the list of industries, which should furnish this information, the question of furnishing the same does not arise.

Details regarding Technology Absorption: Company is not involved into any kind of manufacturing activities. Therefore, no technology absorption is required.

Details regarding Foreign Exchange Earnings and Outgo: There have been neither any earnings nor outgoing of foreign exchange during the year under review.

DISCLOSURES IN DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that:

a) In the preparation of the annual accounts the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) The Directors have selected 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 financial year and of the profit and loss of the Company for that period.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a going concern basis.

e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No such material changes have been occurred.

SHARE CAPITAL:

A) ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Board of Directors has not made any issue of shares.

B) ISSUE OF SWEAT EQUITY SHARES:

No Sweat Equity Shares were issued in current financial year

C) ISSUE OF EMPLOYEE STOCK OPTIONS:

No Employee Stock Options were issued in current financial year.

D) PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES:

No provision is made by Company for purchase of its own shares by employees or by trustees for the benefit of employees.

ISSUANCE OF DEBENTURES:

The Company did not issue any debenture(s) during the year.

STATUTORY AUDITOR:

In terms of the first proviso to Section 139 of the Companies Act, 2013, at the Annual General Meeting held on Wednesday, 25^th September, 2019, M/s. ADV & Associates, Chartered Accountants (Firm Registration Number: 128045W), who were reappointed as the Statutory Auditor of the Company to hold office from the Conclusion of that Annual General Meeting till the conclusion of the Annual General Meeting to be held for the Financial year 2023-2024 at a remuneration to be fixed by the Board of Directors in consultation with the auditors, plus applicable GST and reimbursement of out of pocket expenses incurred by them for the purpose of audit.

SECRETARIAL AUDITOR:

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. Rinkesh Gala & Associates, Practicing Company Secretaries (C.O.P. No.: 20128), Mumbai was appointed as the Secretarial Auditor of the Company for the financial year 2023-2024.

SECRETARIAL AUDIT REPORT:

The Secretarial Audit report is annexed herewith as "Annexure I".

INTERNAL AUDITOR:

M/s. DMS & Co, Chartered Accountant Firm (Firm Registration Number: 001169C) was

appointed as an Internal Auditor for the financial year 2023-24.

BOARDS COMMENT ON AUDITORS REPORT:

The Statutory Auditors Report for Financial Statement on Standalone and Consolidated basis for the Financial year 2023-2024, when read together with the relevant notes to the accounts and accounting policies was self-explanatory and do not calls for any further comment.

MEETINGS OF BOARD OF DIRECTORS:

The Board met Seven (7) times during the financial year ended March 31, 2024. The maximum interval between any two meetings did not exceed 120 days, as prescribed under Section 173 of the Companies Act, 2013.

Sl. No	Date of Meeting	Total Number of Directors as on the date of the meeting	Attendance
			Number of Director attended	% of attendance
1	May 30, 2023	6	6	100
2	June 28, 2023	5	4	80
3	September 01, 2023	6	5	83.33
4	September 16, 2023	6	5	83.33
5	November 11, 2023	6	6	100
6	January 01, 2024	6	6	100
7	March 30, 2024	6	6	100

SEPARATE MEETING OF INDEPENDENT DIRECTOR:

In terms of requirement of Schedule IV of the Companies Act, 2013, Independent Director had a separate meeting on March 30, 2024 without the attendance of Non-Independent Director and Members of management. All the Independent Directors were present at the said meeting. The activities prescribed in paragraph VII of Schedule IV to the Act were carried out at the said meeting.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

Pursuant to section 134(3)(d) of the Act, your Company confirm having received necessary declarations from all the Independent Directors under section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual Directors pursuant to the provisions of the Companies Act, 2013.

The performance of the Board was evaluated by the board after seeking inputs from all the Directors on the basis of the criteria such as the board composition and structure, effectiveness of board process, information and functioning etc.

The Board was of the view that the performance of the Board as a whole was adequate and fulfilled the parameters stipulated in the evaluation framework in its pro-growth activity. The Board also ensured that the Committee functioned adequately and independently in terms of the requirements of the Companies Act, 2013.

Further the individual Directors fulfilled their applicable responsibilities and duties laid down by the Companies Act, 2013 and at the same time contributed with their valuable knowledge, experience and expertise to grab the opportunity and counter the adverse challenges faced by the Company during the year.

BOARD COMMITTEES:

There are three Mandatory Committees constituted as per Companies Act, 2013. They are:

A. Audit Committee

B. Nomination & Remuneration Committee

C. Shareholders & Investors Grievance Committee

D. Finance Committee (Non-Mandatory Committee)

The composition of various committee is as follows:

A. AUDIT COMMITTEE:

Sr. No. Members	DIN	Designation
1 Paras Mal Jain	02987070	Chairman
2 Bhumi Bakulesh Tolia	09471612	Member
3 Paras Hansrajbhai Desai	07302022	Member

B. NOMINATION & REMUNERATION COMMITTEE:

Sr. No. Members	DIN	Designation
1 Bhumi Bakulesh Tolia	09471612	Chairman
2 Paras Mal Jain	02987070	Member
3 Amisha Sanjay Shah	01534264	Member

C. SHAREHOLDERS & INVESTORS GRIEVANCE COMMITTEE:

Sr. No. Members	DIN	Designation
1 Paras Mal Jain	02987070	Chairman
2 Bhumi Bakulesh Tolia	09471612	Member
3 Paras Hansrajbhai Desai	07302022	Member

D. FINANCE COMMITTEE: Non- Mandatory Committee

Sr. No. Members	DIN	Designation
1 Paras Mal Jain	02987070	Chairman
2 Amisha Sanjay Shah	01534264	Member
3 Sanjay Nathalal Shah	00003142	Member

COMMITTEE MEETINGS HELD DURING THE FY 2023-24: Audit Committee Meeting:

Sl. No Date of Meeting	Total Number of Members as on the date of the meeting	Attendance
		Number of members attended	% of attendance
1 May 30, 2023	3	3	100
2 November 11, 2023	3	3	100
3 February 29, 2024	3	3	100
4 March 30, 2024	3	3	100

Nomination & Remuneration Committee:

Sl. No Date of Meeting	Total Number of Members as on the date of the meeting	Attendance
		Number of members attended	% of attendance
1 May 30, 2023	3	3	100
2 June 28, 2023	3	2	66.67
3 January 02, 2024	3	2	66.67

Shareholders & Investors Grievance Committee:

Sl. No Date of Meeting	Total Number of Members as on the date of the meeting	Attendance
		Number of members attended	% of attendance
1 May 30, 2023	3	3	100

Finance Committee: Non-Mandatory Committee

Sl. No Date of Meeting	Total Number of Members as on the date of the meeting	Attendance
		Number of members attended	% of attendance
1 August 30, 2023	3	3	100
2 September 13, 2023	3	3	100

CODE OF CONDUCT:

The Board has adopted the Code of Conduct for members of the Board and Senior Management personnel of the Company. The Code lays down, in details, the standards of business conduct, ethics and governance. Code of Conduct has also been posted on the Companys website https://b-rightgroup.com.

NOMINATION AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel, including criteria for determining qualifications, positive attributes and Independence of Directors.

The said policy is available on the Companys Website. Website Link: https://b-rightgroup.com.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In line with the provisions of the Section 177(9) of the Companies Act, 2013 and the Regulation 22 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, your Company has adopted Whistle Blower Policy, as part of vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principles of the Company.

This vigil mechanism provides for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the chairperson of the Audit committee, in exceptional cases. The Company Secretary is the designated officer for effective implementation of the policy and dealing with the complaints registered under the policy.

The Vigil mechanism / Whistle Blower Policy is available on the website of the Company at https://b-rightgroup.com.

PARTICULARS OF THE EMPLOYEES AND REMUNERATION:

Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of ratio of remuneration of each Director to the median employees remuneration are appended to this report as "Annexure II".

RETIRE BY ROTATION:

Retire by Rotation- Mr. Anirudh Salla

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Anirudh Salla (DIN: 10044437), Non-Executive, Non-Independent Director of the Company is liable to retire by rotation in the forthcoming Annual General Meeting and being eligible, he offers herself for re-appointment.

CORPORATE GOVERNANCE:

The Company being listed on the Small and Medium Enterprise Platform of Bombay Stock Exchange Ltd (BSE) is exempted from provisions of Corporate Governance as per Regulation 15 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015. Hence

no Corporate Governance report is disclosed in this Annual Report. It is Pertinent to mention that the Company follows Majority of the provisions of the Corporate Governance voluntarily.

DETAILS ON POLICY DEVELOPMENT AND IMPLEMENTATION BY COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING YEAR:

As the Company does not fall in the mandatory bracket for Corporate Social Responsibility pursuant to Section 135 of the Companies Act, 2013 the Company did not adopt any activity pursuant to the same for the financial year 2023-24.

During the year Company have made donations of Rs. 50,000/- (Fifty Thousand Only) to the Ayekart Foundation which has been used for education and medical expense reimbursements.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNELS WHO WERE APPOINTED OR RESIGNED DURING THE YEAR AND AFTER THE CLOSING OF FINANCIAL YEAR:

Following Directors and Key Managerial Personnels were appointed or resigned during the year and after the closing of financial year.

Name of the Director	Designation	Appointment/ Resignation	Date
Mr. Sudhir Haribhai Patel	Non-Executive, Non-Independent	Resignation	May 30, 2023
Mr. Anirudh Salla	Non-Executive, Non- Independent	Appointment	June 28, 2023
Ms. Zoya Jahur Shaikh	Company Secretary & Compliance Officer	Resignation	December 21, 2023
Mr. Hasan Hamid Khan	Company Secretary & Compliance Officer	Appointment	January 02, 2024
Mr. Hasan Hamid Khan	Company Secretary & Compliance Officer	Resignation	May 27, 2024
Mr. Gaurav Anand	Company Secretary & Compliance Officer	Appointment	May 27, 2024

None of the Directors of the Company is disqualified for being appointed / re-appointed as Directors of the Company as per the provisions of Section 164 of the Companies Act, 2013.

DISCLOSURE OF COMPANIES WHICH ARE SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES DURING THE YEAR:

The Company does not have any Joint Venture or associate Company and hence doesnt require any reporting for the same, However, the Company has one LLP and one Private Limited Company as its subsidiaries and the details of which is given in Annexure-III to this report.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

Except as mentioned below, there are no significant events during the financial year after the date of financial statement.

As members must be aware that the Company has appointed Mr. Gaurav Anand Member of Institute of Companies Secretaries of India (ACS: 73886) as a Company Secretary & Compliance Officer with effect from May 27, 2024.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

During the year, no related party transactions has been occurred as per the provisions of section 188 of the Companies Act, 2013.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy and no such action is reported.

The Anti-Sexual Harassment Policy is available on the website of the Company at https://b-rightgroup.com.

MANAGEMENT DISCUSSION ANALYSIS:

Management Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and is annexed herewith as "Annexure IV".

ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and sale operations. The Companys policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As per the provisions of Regulation 34(2) of the SEBI Listing Regulations, as amended, the Annual Report of the top 1000 listed entities based on market capitalisation shall include a Business Responsibility and Sustainability Report ("BRSR"). But, the Company, not being one of such top 1000 listed entities, is not required to annex any Business Responsibility Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations, which are well supplemented by surveillance of Internal Auditor. The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency effectiveness of systems and processes, and assessing the internal control strengths in all areas. The details in respect of internal financial control and their adequacy are included in management discussion and analysis report forming part of this report.

COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with the provisions of Secretarial Standards (I & II) issued by the institute of Company Secretaries of India and approved by the Central Government under section 118(10) of the Companies Act, 2013.

Since the Company has not recommend any dividend during the year, the provisions of secretarial standards III are not applicable to the Company.

MAINTENANCE OF COST RECORD:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the activity of your Company falls under Non-regulated sectors and hence, maintenance of cost record is not applicable to the Company for the Financial Year 2023-24.

EXPLANATIONS OR COMMENTS BY BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY STATUTORY AUDITOR IN AUDIT REPORT AND BY PRACTICING COMPANY SECRETARY IN SECRETARIAL AUDIT REPORT:

No such qualification, reservation or adverse remark or disclaimer made by statutory auditor in audit report.

RISK MANAGEMENT:

In todays economic environment, Risk Management plays a very important part of business. The main aim of risk management is to identify, assess, prioritize, monitor and take precautionary measures in respect of the events that may pose risks to the business. The Company is not subject to any specific risk except risks associated with the general business of the Company as applicable to the industry as a whole.

At present the Company has not identified any element of risk which may threaten the existence of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There was no significant and material order passed by the regulators, courts and tribunals impacting the going concern status and Companys operations in future.

GENERAL DISCLOSURES:

1. During the year under review, statutory auditor has not reported any instances of Fraud committed against the Company by its officers or employee, the details of which needs to be reported to the Board under Section 143(12) of the Companies Act, 2013.

2. The Company has not made any application during the year under Insolvency and Bankruptcy Code, 2016 and there is no proceeding pending under the said Code as at the end of the Financial Year;

3. During the year, the Company has not undergone any one-time settlement and therefore the disclosure in this regard is not applicable.

INVESTOR RELATIONS:

Your Company always endeavours to keep the time of response to shareholders request /grievance at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Stakeholders Relationship Committee of the Board meets periodically and reviews the status of the Shareholders Grievances. The shares of the Company continue to be traded in electronic forum and de-materialization exists with both the depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and workers.