B-Right RealEstate Ltd Directors Report

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, 2026.

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

For the financial year ended 31st March, 2026, 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 on September 27, 2025 in compliance with the Deposit Regulation.

The company has also obtained credit rating from Infomerics Valuation and Rating Private Limited (IVR BBB-/Stable (Triple B Minus with Stable Outlook)).

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

a. Accepted during the Year: Rs. 64,00,000/-

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

There are no deposits that have been accepted by the Company that are not in compliance with the requirements of Chapter V of the Act.

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

Details of loans, guarantee and investments under the provisions of section 186 of the Companies Act, 2013 read with the Companies (Meeting of Board and its powers) Rules, 2014 as on March 31, 2026 are set out in relevant notes to accounts of the Standalone Financial Statements of the Company.

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

f) That the directors had devised proper 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 material changes and commitments 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.

STATUTORY AUDITOR:

In terms of the first proviso to Section 139 of the Companies Act, 2013, at the Annual General Meeting held on Monday, 23^rd September, 2024, M/s. JMMK & Co, Chartered Accountants (Firm Registration Number: 120459W), 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 2028-2029 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. DSM & Associates, Practicing Company Secretaries (C.O.P. No.: 09394), Mumbai was appointed as the Secretarial Auditor of the Company for the financial year 2025-2026.

The Secretarial Audit Report along with the Secretarial Compliance Report for the financial year ended March 31, 2026 is set out in "Annexure I" to this Report.

INTERNAL AUDITOR:

Pursuant to section 138(1) of Companies Act, 2013 read with the Company (Accounts) Rules, 2014, M/s. DMS & Co, Chartered Accountant Firm (Firm Registration Number: 001169C)

was appointed as an Internal Auditor for the financial year 2025-26. The Internal Auditor conducts an internal audit of the functions and operations of the Company and reports to the Audit Committee and Board.

BOARDS COMMENT ON AUDITORS REPORT:

The Statutory Auditors Report for Financial Statement on Standalone and Consolidated basis for the Financial Year 2025-2026, when read together with the relevant notes to the accounts and accounting policies was self-explanatory and do not call for any further comment.

MEETINGS OF BOARD OF DIRECTORS:

The Board met Six (6) times during the financial year ended March 31, 2026. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations.

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 10, 2026 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, Company confirm that they have received necessary declarations from all the Independent Directors under section 149(7) of the Companies Act, 2013 and 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.

DETAILS OF THE DIRECTORS AND KEY MANAGERIAL PERSONNEL Board Composition and Size:

An enlightened Board sets the tone for a positive leadership culture which is essential for the long-term success of the company. By prioritizing strategic decision-making and fostering a collaborative environment, our Board members play a crucial role in achieving the organizations growth while maintaining sustainable growth. Their vision and guidance empower the management and employees at all levels to contribute effectively, ultimately leading to a thriving company.

Our Board brings together a blend of unique skills, qualities, viewpoints, and expert knowledge in key and technical areas concerning the field of business and are from a range of diverse backgrounds. The Board, as part of its succession planning exercise, periodically reviews its composition to ensure that the same is closely aligned with the strategy and long-term needs of the Company.

The Board of Directors of the company has an optimum combination of Executive and NonExecutive Independent Directors with rich professional experience and background. As on March 31, 2026, the Companys Board Consists of 4 Directors as follows:

During the period under review, there is change in designation of Mr. Sanjay Nathalal Shah (DIN: 00003142) from Whole Time Director to Chairman and Managing Director with effect from September 27, 2025.

During the period under review, Mr. Anirudh Salla (DIN: 10044437) has resigned from the designation of Non-Executive Director with effect from November 05, 2025, consequently, Mr. Prashant Shirsat (DIN: 05212829) was appointed as Additional Non-Executive Director with effect from November 13, 2025.

Key Managerial Personnel (KMP):

As on the date of this report, the following are the Key Managerial Personnel (KMPs) of the Company as per section 2(51) read with Section 203 of the Act:

During the year under review, Ms. Bhagyashree Mehadia was appointed as the Company Secretary and Compliance Officer of the Company with effect from June 19, 2025.

PERFORMANCE 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:

The Company has constituted the following Statutory Committees of the Board of Directors. 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:

NOMINATION AND REMUNERATION POLICY:

The Company has adopted Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with Rules issued there under and SEBI Listing Regulations.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive Director, and Independent Directors on the Board of Directors of the Company and persons in Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under subsection (3) of section 178 of Companies Act, 2013 (including any statutory modification(s) or reenactment (s) thereof for time being in force).

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.

PARTICULARS OF THE EMPLOYEES AND REMUNERATION:

The remuneration paid to Directors is in accordance with Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The information required under section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) in respect of Directors /employees of the Company is set out in the "Annexure-II" to this report.

RETIRE BY ROTATION:

Retire by Rotation- Mr. Sanjay Nathalal Shah

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Sanjay Nathalal Shah (DIN: 00003142), Chairman and Managing Director of the Company is liable to retire by rotation in the forthcoming Annual General Meeting and being eligible, he offers himself for re-appointment.

CORPORATE GOVERNANCE:

The Company being listed on the Small and Medium Enterprise (SME) 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 2025-26.

During the year, the Company participates in food distribution programmes and supports medical facilities, including MRI scans, diagnostic services, and preventive health check-ups for underprivileged and underserved communities. These initiatives aim to address hunger, improve access to essential healthcare services, promote preventive care, and enhance the overall wellbeing of individuals and families, reflecting the Companys commitment to social welfare, inclusive growth, and sustainable community development.

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 Personnel were appointed or resigned during the year and after the closing of financial year.

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 three Private Limited Company as its subsidiaries and the details of which is given in Form AOC - 1 is annexed as Annexure-III to this report.

In accordance with Section 136 of the Companies Act, 2013, the consolidated financial statements along with the financial statements, other documents required to be attached and audited financial statements of each of the subsidiary and associate companies are available for inspection by the members at the registered office of the Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (‘AGM).

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no significant events during the financial year after the date of financial statement.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

Details of contract and arrangements with related parties under the provisions of section 188 of the Companies Act, 2013 as on March 31, 2026 are set out in relevant notes to accounts of the Standalone Financial Statements of the Company.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

Your Company has zero tolerance towards any action on the part of any one which may fall under the ambit of ‘Sexual Harassment at workplace and is fully committed to uphold and maintain the dignity of every women working with the Company. The Company has constituted an Internal Complaint Committee pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for prevention, prohibition and redressal of complaints/grievances on the sexual harassment of women at workplaces.

Your directors further states that during the year under review, following are the complaints pursuant to the above Act:

Number of Sexual Harassment Complaints Received: Nil Number of Complaints Disposed off: Nil

Number of Cases pending more than 90 days: Nil there were no complaints received pursuant to the above Act.

The Company also has in place Policy on Prevention of Sexual Harassment at Workplace is in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

In accordance with the provisions of the Maternity Benefit Act, 1961, as amended, and pursuant to the disclosures required under Section 134 of the Companies Act, 2013, the Company affirms its commitment to ensuring a safe, equitable, and supportive work environment for all women employees.

The Company has implemented all necessary measures to comply with the provisions of the Maternity Benefit (Amendment) Act, 2017, including:

(a) Extension of paid maternity leave to 26 weeks of which not more than 8 weeks shall precede the date of her expected delivery for eligible women employees;

(b) Option for work-from-home post-maternity leave, where the nature of work permits for such period and on such conditions as the employer and the woman may mutually agree;

(c) Establishment of a creche facility as per prescribed thresholds, or reimbursement for such facilities as applicable.

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 and Sustainability Report.

INTERNAL CONTROL SYSTEMS AND THETR 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,

reviewing 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 on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India ("ICSI") 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 2025-26.

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 statutory audit report and by secretarial auditor in secretarial 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:

During the year, there were 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.

4. The Company has not issued any shares with differential voting rights and sweat equity shares. 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 cooperation 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 services committed by the Companys executives, staff and workers.