brightcom group ltd Auditors report

To the Members of BRIGHTCOM GROUP LIMITED

Opinion

We have audited the accompanying standalone financial statements of M/s. Brightcom Group Limited ("the Company"), which comprises the Balance Sheet as at March 31, 2022, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flows and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditors Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ICAI) together with the independence requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Emphasis of Matter Paragraph

1. The Company has branch operations at USA having total asset of Rs.350,36,21,175/- and total turnover of Rs.334,72,71,593/- for the financial year 2021-2022.

2. With respect to income tax the company has certain appeals pending with the appropriate authorities. (Refer Note 48 to the Standalone Ind AS Financial statements).

3. SEBI ordered Forensic Audit vide Ref No - SEBI/HO/ CFID/ CFID_4/P/OW/2021 /24343/1 dated 16/09/2021 as per the provisions and Regulation 5 of SEBI (PFUTP) Regulations 2003 read with section 11C of SEBI Act, 1992 and Deloitte Touche Tohmatsu India LLP has been appointed as forensic auditor w.rx.t the financial statements for the Financial years FY 2014-15 to FY 2019-20. The said Forensic Audit is under progress and the final outcome of the investigation is yet to come by the time of certification.

Our opinion is not modified in respect of above matters

Information Other than the Standalone Financial Statements and Auditors Report Thereon

The Companys Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Boards Report including Annexure to Boards Report, Business Responsibility Report, Corporate Governance and Shareholders Information, but does not include the standalone financial statements and our auditors report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Managements Responsibility for the Standalone Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes inequity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate

accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Companys ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial

statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of managements use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast a significant doubt on the Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

• Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in: (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safe guards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the "Annexure A" and "Annexure B" a statement on the matters Specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, based on our audit we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,2014.

e) On the basis of the written representations received from the directors as on March 31, 2022 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2022 from being appointed as a director in terms of Section 164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure-B". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companys internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of section 197(16) of the Act, as amended:

In our opinion and to the best of our information and according to the explanations given to us, during the year, the Company has not paid / provided remuneration.

h) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the pending litigations which would have impact on its standalone financial position.

ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company and its subsidiary companies.

iv. (a) The Management has represented that, to the bes of its knowledge and belief, no funds have beer advanced or loaned or invested (either from borrowed funds or share premium or any othe sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries"), with the understanding whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or inves in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behal of the Company or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(b) The Management has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalf of the Funding Parties or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations in subclause (iv) and (v) above contain any material misstatement.

v. The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with Section 123 of the Act to the extent it applies to payment of dividend.

As stated in Note 50 to the standalone Ind AS financial statements, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend.

For P C N & Associates

Chartered Accountants

FRN: 016016S

K Gopala Krishna Partner

M.No:203605

UDIN: 22203605A0NXKI1809

Place: Hyderabad

Date: 30/05/2022

ANNEXURE A TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 2 under Report on Other Legal and Regulatory Requirements section of our report to the Members of BRIGHTCOM GROUP LIMITED of even date.

i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property Plant &Equipment (PPE).

(b) The company is maintaining proper records showing full particulars of intangible assets.

(c) According to the information and explanations given to us and on the basis of our examination of records of the Company, PPE have been physically verified by the management at regular intervals; as informed to us no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable.

(d) According to the information and explanations given to us and on the basis of examination of records, title deeds of immovable properties are held in the name of the company.

(e) According to the information and explanations given to us and on the basis of our examination of records, the company has not revalued the Property Plant and Equipment or intangible assets during the period under review.

(f) No proceedings have been initiated during the year or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

ii. (a) The Company is in the business of providing software development and digital marketing services . So the Company does not hold any physical inventory.

(b) The company has not availed any working capital from banks/ Financial Institutions.

iii. a. During the year the Company has not provided loans, advances in the nature of loans, stood guarantee or provided security to companies, firms, Limited Liability Partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii)(a) of the Order is not applicable to the Company.

b. During the year the investments made by the Company is not prejudicial to the Companys interest. The Company has not provided guarantees or security and has not granted loans and advances in the nature of loans to companies, firms, Limited Liability Partnerships or any other parties and hence not commented upon.

c. The Company has not granted loans and advances in the nature of loans to companies, firms, Limited Liability Partnerships or any other parties. Accordingly, the requirement to report on clause 3(iii)(c) to 3(iii)(f) of the Order is not applicable to the Company and hence not commented upon.

iv. The company has not granted any loans to the parties covered under section 185 and 186 of the Companies Act, 2013. The Company has complied with the provisions of Section 185 and 186 of the Act in respect of Investments made by the Company and providing guarantees and securities. (please refer note number 32 to notes to financial statements)

v. The Company has not accepted any deposits during the year from the public within the meaning of the provisions of section 73 of "the Act" and hence directives issued by the reserve bank of India and the provisions of section

73 to 76 or any other relevant provisions of "the Act" the Rules framed there under are not applicable to the Company at present.

vi. As informed to us, the maintenance of Cost Records have not been specified by the Central Government under sub-section (1) of Section 148 of the Act, in respect of the activities carried on by the company.

vii. (a) The Company is not regular in depositing undisputed statutory dues including TDS and Income Tax as applicable to it with the appropriate authorities.

(b) There was no undisputed amounts payable in respect of ESI and other material statutory dues in arrears as at 31st March 2022, except statutory dues amounting to Rs. 5,24,78,575/- for a period of more than six months from the date they became payable.

(c) According to the information and explanations given to us, there are no material statutory dues of Provident Fund, Employee State Insurance which have not been deposited with the appropriate authorities on account of any dispute. However, according to the information and explanation given to us, the following dues of the Income-Tax, Service Tax, have not been deposited by the Company on account of disputes.

Name of the statute	Years pertain to	Forum where it is pending	Amount Involved
Service Tax	Liability for the period May 2008 to September 2011	Appeal made to Central Excise & Service Tax Appellate Tribunal, Hyderabad	Rs.18,73,28,280
Service Tax	Liability for the period April 2014 to June 2017	Appeal made to Central Excise & Service Tax Appellate Tribunal, Hyderabad	Rs.64,87,35,188
GST	Liability for the period July 2017 to March 2021	Appeal made to Central Excise & Service Tax Appellate Tribunal, Hyderabad	Rs.32,87,08,861
Income Tax	Liability for the A.Y 2006-07 to A.Y 2009-10	CIT(Appeals) / ITAT	Rs.3,50,69,637
Income Tax	Liability for the A.Y 2010-11 to A.Y 2013-14	CIT(Appeals) / ITAT	Rs.23,58,62,757
Income Tax	Liability for the A.Y 2014-15 to A.Y 2018-19	CIT(Appeals) / ITAT	Rs.57,30,06,265

viii. As per the information and explanation given to us, there are no instances where the company has surrendered or disclosed such transactions as income during the period ended 31^St March, 2022 in the tax assessments under the income tax Act, 1961.

ix. Based on our audit procedures and according to the information and explanations given to us, we are of the opinion that the company has not availed any loans from financial institutions or banks or issued debentures as at balance sheet date.

x. (a)The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) during the period ended 31^stMarch,2022.

(b) According to the information and explanations given by the management, the company has made preferential allotment during the year. In our opinion and according to the information and explanations given to us, the company has complied with the provisions of Sections 42 of the companies Act 2013 in respect of preferential allotment of shares. Details of Preferential Allotment are given below:

Preferential allotment - I

Date of Allotment	Name of the Allottee	Class of instrument	No ofShares	Amount Received (Rs.)
July 01, 2021	PANKTI COMMOSALES LLP	Equity Shares	1,00,00,000	7,70,00,000
July 01, 2021	ANKIT KUMAR ALYA	Equity Shares	40,00,000	3,08,00,000
July 01, 2021	GAUTAM GOPIKISHAN MAKHARIA	Equity Shares	25,00,000	1,92,50,000
July 01, 2021	PUNEET GOPIKISHAN MAKHARIA	Equity Shares	25,00,000	1,92,50,000
July 01, 2021	SANJIB HIRENDRA CHAKRABORTY	Equity Shares	25,00,000	1,92,50,000
July 01, 2021	RUSHIDA RAHUL MEHTA	Equity Shares	15,00,000	1,15,50,000
July 01, 2021	POOJA RAJENDRA PRASAD PODDAR	Equity Shares	10,00,000	77,00,000
July 01, 2021	RAJENDRA PRASAD PODDAR	Equity Shares	10,00,000	77,00,000
July 01, 2021	SUSHILA DEVI PODDAR	Equity Shares	10,00,000	77,00,000
July 01, 2021	ASIF ISMAIL ATHANIYA	Equity Shares	10,00,000	77,00,000
July 01, 2021	SIDDHARTH DUBEY	Equity Shares	7,50,000	57,75,000
July 01, 2021	LORIYA MOHSIN RAFIK	Equity Shares	5,00,000	38,50,000
July 01, 2021	MEGHNA KAUSTUBH KULKARNI	Equity Shares	5,00,000	38,50,000
July 01, 2021	KAUSTUBH BALCHANDRA KULKARNI	Equity Shares	5,00,000	38,50,000
July 01, 2021	PONNA BHUVANESWARI	Equity Shares	4,50,000	34,65,000
July 01, 2021	SHIVKRISHNA HARAKCHAND DAMANI	Equity Shares	10,00,000	77,00,000
July 01, 2021	MANJU SHIVKRISHNA DAMANI	Equity Shares	10,00,000	77,00,000
July 01, 2021	VARUN SHIVKRISHNA DAMANI	Equity Shares	10,00,000	77,00,000
July 01, 2021	PRERNA VARUN DAMANI	Equity Shares	10,00,000	77,00,000
July 01, 2021	MOHAMED MAJID M SIDDIQUI	Equity Shares	5,00,000	38,50,000
July 23, 2021	MANGAL COMPUSOLUTION PVT LTD	Equity Shares	4,00,00,000	30,80,00,000
July 23, 2021	TALISMAN SECURITIES PVT LTD	Equity Shares	50,00,000	3,85,00,000
July 23, 2021	PALACE HEIGHTS AVENUES LLP	Equity Shares	45,00,000	3,46,50,000
July 23, 2021	Y SURYANARAYANA RAJU	Equity Shares	35,00,000	2,69,50,000
July 23, 2021	CHERUKURU SRINIVASA RAO	Equity Shares	15,00,000	1,15,50,000
July 23, 2021	AYAZ AMIR MANJEE	Equity Shares	10,00,000	77,00,000
July 23, 2021	PATLOLLA PRASHANTH REDDY	Equity Shares	5,00,000	38,50,000
July 23, 2021	KANEEZ ZAINAB	Equity Shares	5,00,000	38,50,000
July 23, 2021	ZAINAB HAJEEBHAI MANJEE	Equity Shares	5,00,000	38,50,000
July 23, 2021	SHABANA AYAZ MANJEE	Equity Shares	5,00,000	38,50,000
July 23, 2021	ASHISH CHHOTUBHAI HAMID	Equity Shares	5,00,000	38,50,000
July 23, 2021	P SOUMYA	Equity Shares	1,40,000	10,78,000
July 23, 2021	ADAPA SRINIVAS	Equity Shares	1,00,000	7,70,000
July 23, 2021	HIMAKUMAR KONDIPARTHI	Equity Shares	40,000	3,08,000
July 23, 2021	MLS SUDHEER	Equity Shares	6,00,000	46,20,000
July 23, 2021	P SIVA RAMA RAJU	Equity Shares	50,000	3,85,000
July 28, 2021	SARITA COMMOSALES LLP	Equity Shares	5,00,00,000	38,50,00,000
July 28, 2021	KALPANA COMMOSALES LLP	Equity Shares	2,50,00,000	19,25,00,000
July 28, 2021	SAHITAY COMMOSALES LLP	Equity Shares	2,50,00,000	19,25,00,000
July 28, 2021	HANSRAJ COMMOSALES LLP	Equity Shares	2,40,00,000	18,48,00,000
July 28, 2021	SHALINI SALES LLP	Equity Shares	2,00,00,000	15,40,00,000
July 28, 2021	HANIF AMIR MANJEE	Equity Shares	5,00,000	38,50,000
July 28, 2021	SAIRA HANIF MANJEE	Equity Shares	5,00,000	38,50,000
July 28, 2021	ZEESHAN HANIF MANJEE	Equity Shares	5,00,000	38,50,000
July 30, 2021	ARADHANA COMMOSALES LLP	Equity Shares	5,00,00,000	38,50,00,000
July 30, 2021	SUBRATO SAHA	Equity Shares	2,20,00,000	16,94,00,000
July 30, 2021	PARUL PARIMAL MEHTA	Equity Shares	1,00,00,000	7,70,00,000
July 30, 2021	RAGHUNATH NAIDU KODIDINI	Equity Shares	8,00,000	61,60,000
July 30, 2021	SAYEEDA YASEEN	Equity Shares	4,00,000	30,80,000
August 12, 2021	VINITA JAIN	Equity Shares	38,25,000	2,94,52,500
			32,56,55,000	2,50,75,43,500
Jan 23, 2022	Shikha Samit Bhartia	Equity Shares	20,00,000	7,55,40,000
Jan 23, 2022	Shilpi Dixit	Equity Shares	10,00,000	3,77,70,000
Jan 23, 2022	Vikas Dixit	Equity Shares	10,00,000	3,77,70,000
Jan 23, 2022	VAISHNAVA PRIYA VEERAMISTI	Equity Shares	5,00,000	1,88,85,000
Jan 23, 2022	NIKHIL TYAGI	Equity Shares	4,50,000	1,69,96,500
Jan 23, 2022	Arunangshu Ghosh	Equity Shares	4,00,000	1,51,08,000
Jan 23, 2022	Dipankar Bonnerjee	Equity Shares	4,00,000	1,51,08,000
Jan 23, 2022	Parul Moondhra	Equity Shares	3,00,000	1,13,31,000
Jan 23, 2022	Maninder SINGH SAHNI	Equity Shares	3,00,000	1,13,31,000
Jan 23, 2022	SUMITA ACHARYA	Equity Shares	2,50,000	94,42,500
Jan 23, 2022	AASHIKA GLOBAL FINANCE PVT LTD	Equity Shares	2,00,000	75,54,000
Jan 23, 2022	Parul Sunil Chawda	Equity Shares	1,60,000	60,43,200
Jan 23, 2022	Manoj Sunil Chawda	Equity Shares	1,60,000	60,43,200
Jan 23, 2022	Aakanksha M Chawda	Equity Shares	1,60,000	60,43,200
Jan 23, 2022	Hardik Sunil Chawda	Equity Shares	1,60,000	60,43,200
Jan 23, 2022	RITIKA RANJAN	Equity Shares	1,50,000	56,65,500
Jan 23, 2022	GOONJAN DHAR	Equity Shares	1,00,000	37,77,000
Jan 23, 2022	SONA KUMAR SAMPAT	Equity Shares	1,00,000	37,77,000
Jan 23, 2022	RAGHAV MALLIK	Equity Shares	1,00,000	37,77,000
Jan 23, 2022	RAJEEV KUMAR	Equity Shares	1,00,000	37,77,000
Jan 23, 2022	TARUN BHANDARI	Equity Shares	60,000	22,66,200
Jan 25, 2022	Citrus Global Arbitrage Fund	Equity Shares	2,00,00,000	75,54,00,000
Jan 25, 2022	Calypso Global Investment Fund	Equity Shares	2,70,00,000	1,01,97,90,000
Jan 25, 2022	Navigator Emerging Market Fund	Equity Shares	3,00,00,000	1,13,31,00,000
Jan 25, 2022	Connecor Investment Enterprises Ltd	Equity Shares	1,00,00,000	37,77,00,000
Jan 25, 2022	LGOF Global opportunities Ltd	Equity Shares	3,00,00,000	1,13,31,00,000
Jan 25, 2022	Kamala Bai	Equity Shares	1,00,00,000	37,77,00,000
Jan 25, 2022	TIRUMALA STOCK BROKING PVT. LTD.	Equity Shares	50,00,000	18,88,50,000
			14,00,50,000	5,28,96,88,500

Preferential allotment - III

Date of Allotment	Name of the Allottee	Class of instrument	No of Shares	Amount Received (Rs.)
March 09, 2022	Shankar Sharma	Equity Shares	1,50,00,000	56,65,50,000

Preferential allotment - IV

Date of Allotment	Name of the Allottee	Class of instrument	No ofShares	Amount Received (Rs.)
Feb 03, 2022	Adithya Vuchi	Equity Shares	55,87,724	67,06,38,634
Feb 03, 2022	Neelima Marupuru	Equity Shares	55,87,724	67,06,38,634
Feb 03, 2022	Sunil Kumar Varma Potturi	Equity Shares	5,41,990	6,50,49,640
Feb 03, 2022	Vuchi Media Employee Welfare Trust	Equity Shares	23,52,562	28,23,54,491
			1,40,70,000	1,68,86,81,400

xi. (a) Based on examination of books and records of the Company and according to the information and explanations given to us, no material fraud by the Company or on the Company has been noticed or reported during the year.

(b) According to the information and explanations given to us, no report under sub-section (12) of section 143 of the Companies Act has been filed in form ADT- 4 as prescribed under rule 13 of the companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report.

(c) As represented to us by the management, there are no whistle blower complaints received by the company during the year.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it.

xiii. In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013 where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.

xiv. (a) In our opinion and based on our examination, the company has an adequate internal audit system commensurate with the size and nature of its business.

(b) We have considered the internal audit reports for the year under audit, issued to the Company during the year and till date, in determining the nature, timing and extent of our audit procedures.

xv. The Company has not entered into any non-cash transactions with its Directors or persons connected to its directors and hence provisions of section 192 of the Companies Act 2013 are not applicable to the Company.

xvi. The Company is not required to be registered under section 45-IA of The Reserve Bank of India Act 1934.

xvii. The company has not incurred any cash losses during the current year and in the immediate preceding financial year.

xviii. There has been no resignation of the statutory auditors of the Company during the Year.

xix. On the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, based on our knowledge of the Board of Directors and management plans (Refer to Note No - 54 to the financial statement), we are of the opinion that no material uncertainty exists as on the date of the audit report and company is capable of meeting its liabilities existing at the date of balance sheet.

xx. (a) There are no unspent amounts towards Corporate Social Responsibility (CSR) on other than ongoing projects requiring a transfer to a fund specified in Schedule VII to the Companies Act in compliance with second proviso to sub- section (5) of section 135 of the said Act. Accordingly, clause 3(xx) (a) of the order is not applicable for the year.

(b) There are no amounts remaining unspent under section (5) of section 135 of Companies Act, pursuant to any ongoing project has been transferred to special account in compliance with provision of sub section (6) of section 135 of the said Act.

For P C N & Associates

Chartered Accountants

FRN: 016016S

K Gopala Krishna

Partner

M.No:203605

UDIN: 22203605AONXKI1809

Place: Hyderabad

Date: 30/05/2022

ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph 1(f) under Report on Other Legal and Regulatory Requirements section of our report to the Members of BRIGHTCOM GROUP LIMITED of even date

Report on the Internal Financial Controls over Financial Reporting under Clause (i) Of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of BRIGHTCOM GROUP LIMITED ("the Company") as of March 31, 2022 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the companys internal financial controls over financial reporting based on our Audit. We conducted our audit in accordance with the Guidance note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the standards on Auditing deemed to be prescribed under section 143(10) of the Act to the extent applicable to an Audit of Internal Financial Controls, both applicable to an audit of Internal Financial Controls and both issued by the ICAI. These standards and guidance note require that we comply with ethical requirements and plan and performed the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our Audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the Auditors Judgment, including the assessment of the risk of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion and the companys Internal Financial Control system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial control over financial reporting includes these policies and procedures that

1) Pertain to the maintenance of records that, in reasonable detailed, accurately and fairly reflect the transactions and dispositions of the assets of the company

2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted principles, and that receipts and expenditures are being made only in accordance with authorization of management and directors of the Company

3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Companys assets that could have a material effect on the financial statements.

Inherent Limitation of Internal Financial Controls over Financial Reporting

Because of the inherent limitation of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, Projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2022, based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute Of Chartered Accountants of India.

For P C N & Associates
Chartered Accountants
FRN: 016016S
K Gopala Krishna
Partner
M.No:203605	Place: Hyderabad
UDIN: 22203605AONXKI1809	Date: 30-05-2022