Brightcom Group Ltd Directors Report.

Dear Members,

Your Directors take pleasure in presenting the 19th Annual Report together with the Audited Statement of Accounts for the Financial Year ended March 31,2018.

Financial Highlights

(Rs. in Lakhs)

Particulars Consolidated FY 2017-18 Consolidated FY 2016-17 Standalone FY 2017-18 Standalone FY 2016-17
Total Revenue 242,028.43 245,200.48 45,482.82 46,623.05
Gross Profit before Interest, Depreciation&Tax 71,329.30 72,999.90 1,224.90 1,342.82
Less: Interest 1,479.57 1,524.13 1,478.75 1,523.27
Depreciation 10,814.98 9,574.25 107.92 142.71
Profit before Tax 59,034.75 61,901.53 (361.77) (323.17)
Less: Provision forTax 18,455.01 19,025.31 - 11.02
Less: Deferred Tax (120.89) (48.41) (67.70) (53.39)
Profit after Tax 40,700.63 42,924.62 (294.07) (280.79)
Add: Other comprehensive income 964.83 (60.54) 68.53 (7.59)
Total comprehensive income for the period 41,665.46 42,864.09 (225.54) (288.38)
Balance Brought forward from the previous year 177,535.08 135,244.21 6,924.63 7,786.21
Profit available for appropriations 219,200.54 178,108.29 6,699.09 7,497.83
Less: Dividend - 476.25 - 476.25
Less: Tax on Dividends - 96.96 - 96.95
Less: Amount transferred to retained earnings as per Schedule II ofCompaniesAct,2013 - - - -
Less: Transferred to General Reserve - - - -
Profit Carried to Balance Sheet 219,200.54 177,535.08 6,699.09 6,924.63

Performance Review

During the year under review, your Company achieved a consolidated turnover of Rs. 242,028.43 lakhs as against Rs. 245,200.48 lakhs in the previous year. Your Company has earned a consolidated gross profit of Rs. 71,329.30 lakhs before interest, depreciation and tax as against Rs. 72,999.90 lakhs in the previous year. After deducting financial charges of Rs. 1,479.57 lakhs, depreciation of Rs. 10,814.98 lakhs and provision for tax of Rs. 18,334.12 lakhs, the operations resulted in a net profit of Rs. 40,700.63 lakhs as against Rs. 42,924.62 lakhs in the previous year.

There is no change in the nature of business carried on by the Company during the year under review.

There are no Material Changes and Commitments affecting the financial position of the Company which occurred between the end of thefinancial year to which thefinancial statements relate and the date of this Report.

Deposits:

During the year, the Company has not accepted any public deposits.

Loans, Guarantees or Investments

The particulars of loans, guarantees, and investments have been disclosed in thefinancial statements.

Subsidiary Companies

The Company has 16 subsidiaries as of March 31,2018. There was no material change in the nature of the business carried on by the subsidiaries. During the year under review the Company has not floated any new subsidiary Company.

Pursuant to Proviso to Section129(3) of the Act, a statement containing the brief details of performance and financials of the Subsidiary Companies for the financial year ended March 31,2018 is attached to Financial Statements of the Company.

Consolidated financial statements

In compliance with Regulation 34oftheSEBI (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, 2018, which forms part of the Annual Report.

Managements discussion and analysis

Business Overview and Outlook and the state of the affairs of the Company and the Industry in which it operates, is discussed in detail in the section relating to Management Discussion &Analysis.

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 arms 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 interestofthe 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.

Since all related party transactions entered into by the Company were in the ordinary course of business and were on an arms length basis, the requirement of furnishing the requisite details in Form AOC-2 is not applicable to the Company.

Details of the transactions with Related Parties are provided in the accompanyingfinancial statements.

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.

Transfer of Un-Claimed Dividend to the Investor Education and Protection Fund.

Your Company during the year under review transferred the Unclaimed Dividend pertaining to the Financial Year 2009-10 to the Investor Education and Protection Fund in compliance with the provisions of Section 125 of the Companies Act, 2013.

Directors and key Managerial Personnel

In pursuance of Section 152 of the Companies Act, 2013 and the Rules framed there under, Mr. Vijay Kancharla, Executive Director is liable to retire by rotation, at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

During the period under review Mr. Subrato Saha ceased to be the Director of the Company w.e.f. October 25,2017. Your Board places on record the valuable services rendered by Mr. Subrato Saha during his tenure as Director of the Company.

The Board of Directors appointed Dr. Surabhi Sinha as an Independent Director of the Company w.e.f. February 13, 2018.

The Independent Directors have submitted the declaration of independence, pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in sub-section(6) of Section 149 of the Companies Act, 2013.

The resolution seeking approval of the Members for the appointment of Dr. Surabhi Sinha as an Independent Director for a term of five years have been incorporated in the notice of the annual general meeting of the Company.

The Company has received notice under Section 160 of the Act along with the requisite deposit proposing the appointment of Dr. Surabhi Sinha as an Independent Director.

Evaluation of performance of the Board, Members of the Board and the Committees of the Board of Directors

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, Nomination and Remuneration Committee, Audit Committee and Stakeholders Relationship Committee and the Board as a whole.

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.

Policy on Directors Appointment and remuneration and other Details

The Companys policy on Directors appointment and remuneration and other matters provided in Section 178(3) o the Companies Act, 2013 is hosted on the Companys website www.brightcomgroup.com .

Meetings of Board of Directors

During the Financial Year six (6) meetings of the Board of Directors were held . The details of the meetings of the Board are given under the Section Corporate Governance Report which forms part of this Report.

The details of the familiarization programme formulated for Independent Directors is hosted on the Companys website www. brightcomgroup.com.

Audit Committee

The Company has in place an Audit Committee in terms of the requirements of the Companies Act, 2013 read with the Rules made thereunder and Regulation 18 of the SEBI (LODR) Regulations, 2015. The details relating to the Audit Committee are given in the section relating to Corporate Governance forming part of the Board Report.

During the year under review Mr. Subrato Saha Non-executive Independent Director ceased to be a member of the Audit Committee.

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 Companys 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 theyear are given in notes to Standalone financial statements.

Statutory Auditors

M/s. PCN & Associates (formerly known as Chandra Babu Naidu & Co.,) (Firm Registration No.016016S ), Chartered Accountants were appointed as Statutory Auditors of the Company for a term of Five years from the conclusion of the 18th Annual General Meeting till conclusion of 23rd Annual General Meeting conducted the Statutory Audit for the FY-2017-18.The Independent Auditors Report(s) to the Members of the Company in respect of the Standalone Financial Statements and the Consolidated Financial Statements for the FinancialYear ended March 31,2018form partofthisAnnual Report and do not contain any qualification(s) or adverse observations.

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.

Secretarial Auditors

In compliance with the provisions of Section 204(1) of the Companies Act, 2013, the Company has appointed Mr. A. Sridhar, Practicing Company Secretary to conduct Secretarial Audit of the records and documents of the Company for the Financial Year 2017-18. The Secretarial Audit Report for the Financial Year ended 31st March, 2018 in Form MR-3 is annexed to the Boards Report - Annexure -A and forms part of this Report. The Secretarial Auditors Report to the Members of the Company for the Financial Year ended March 31, 2018 does not contain anyqualification(s) or adverseobservations.

Compliance with Secretarial Standards

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

The extract of the Annual Return of theCompanyin Form MGT-9for the Financial Year ended 31st March, 2018 is given in Annexure- B and forms part of the Boards Report.

Internal Financial Controls and Risk Management

The details relating to internal financial controls and their adequacy and Risk Management are included in the Management Discussion and Analysis Report.

Vigil Mechanism/ Whistle Blower Policy

The Company has a vigil mechanism policy to deal with instances of fraud and mismanagement, if any. The vigil mechanism policy is uploaded on the website of the Company www.brightcomgroup . com.

The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

Particulars of Employees and related disclosures:

No Salary is being paid to Directors of the Company including Managing Director other than sitting fee to Independent Directors and hence the details as required to be disclosed under Section 197of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration to Key Managerial Personnel) Rules, 2014 is not applicable.

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 Boards Report and the Audited Accounts are being sent to the Members excluding the same. Any Member interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office of the Company.

Corporate Social Responsibility

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company as it ceased to be a Company covered under subsection (1) of Section 135 of the Companies Act, 2013 in the reporting financial year; hence disclosure in this regard is not provided.

Significantand material orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in the future.

Protection of Women at Work Place

The Company has formulated a policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year ended 31st March, 2018, the Company has not received any complaints pertaining to Sexual Harassment.

Directors Responsibility Statement:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your Directors to the best of their knowledge and ability confirm as under:

(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 had 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 the financial year and of the profit of the Company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The directors have laid down internal financial controls based

on internal controls framework established by the Company, which in all material respects were adequate and operating effectively.

(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Acknowledgment:

Your Directors place on record their sincere appreciation and thanks for the valuable cooperation and support received from the employees of the Company at all levels, Companys Bankers, Associates, partners, clients, vendors, and Members of the Company and look forward for the same in equal measure in the coming years.

For and on behalf of the Board of Directors
Place: Hyderabad (M. Suresh Kumar Reddy)
Date: 16-10-2018 Chairman and Managing Director