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, 2024, 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,
except for the possible effects of the matters
described in the Basis for Qualified Opinion
section of our report, the aforesaid standalone
financial statements give the information
required by the Companies Act, 2013, as
amended ("the Act") in the manner so required
and give a true and fair view in conformity with
the accounting principles generally accepted in
India, of the State of Affairs of the Group as at
March 31, 2024, its Profit including other

comprehensive income, changes in Equity and its
cash flows for the year then ended.

Basis for Qualified 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 Auditor's 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 ICAI's 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.

1) We cannot confirm the opening and
closing balances as they are subject to
change. SEBI vide its letter dated 13.04.2023
has ordered company to undertake
examination of its financial statements for the
period 2014-15 to 2021-22 by a peer-reviewed
Chartered Accountant, to ensure that the
same are in compliance with all the applicable
accounting standards and submit the
statement of impact of all the non¬
compliances. To this extent the current year's
opening balances and consequent effect on
the closing balances thereof are subject to the
verification and confirmation by the peer
review auditor. (Refer SEBI Order No
WTM/ASB/CFID/_4/25730/2023-24 point no
177(b))

2) The company's revenue is predominantly
derived from its foreign branch in the USA,
which represents a significant part of its
financial performance. To ensure this accuracy
we have relied on the financial statements of
the foreign branch in the USA which have been
confirmed by their Certified Public Accountant
(CPA).

1) Considering the SEBI's Interim order cum
show-cause notice dated 13th April, 2023 we have
made the following observations:

a) As referred in Point No. 72, the company's
investment in Ybrant Media Acquisition Inc, one
of the subsidiaries of the company has negative
equity/net worth indicating the existence of an
indicator of impairment. But the company has
neither impaired nor created any provision
against the value of Investments in Ybrant Media
Acquisition Inc.

b) As referred in Point No. 177[d], "the company"
has to appoint at least one independent director
on its board of directors as a director on the
board of directors of each of its material
subsidiaries within fifteen days of the date of its
order.

c) As referred in Point No. 177[e] "the company"
has to disseminate the standalone financial
statements of each of its subsidiaries on its
website, for the period between FY 2014-15 and FY
2021-22.

d) The opening balances of Investments,
receivables and payables with related to
subsidiaries in standalone financial statements
are subject to the confirmation of peer review
auditor and due to its consequent effect, the
closing balances thereof are also subject to
variation.

e) The promotors shareholding is based on
available information and may change, as the
company has appealed against SEBI's interim
order dated 22nd August 2023 and subsequent
confirmatory order dated 28th February 2024. The
proceedings are ongoing.

a) "The company" has still not made any
provision for impairment of investments of
Rs.16,886.81 lakhs made in M/s Vuchi Media
Private Limited despite the fact that the proposed
acquisition transaction was revoked by both the
parties and have cancelled the definitive share
purchase agreement that was entered into.

And also 1,40,70,000 equity shares allotted to
M/s Vuchi Media Private Limited are pending
for cancellation subject to the legal process
completion.

1) SEBI has issued a show-cause notice and
an interim order dated 13-04-2023, observing
certain irregularities, followed by interim order
dated 22-08-2023 and confirmatory order
dated 28-02-2024. The company preferred
appeals against the show-cause notice dated
13-04-2023 and interim order dated 22-08¬
2023, vide appeal nos. 941 of 2023, 942 of 2023
this appeal has been withdrawn subsequent to
the issuance of Confirmatory Order on 28-02¬
2024 and appeal No. 474 of 2024 has been
filed before the Hon'ble Securities Appellate
Tribunal and the proceedings are ongoing with
respect to Appeal No.'s 941 of 2023 and 474 of
2024. We are not able to express an opinion on
the issues covered by the said show-cause
notice and interim orders, due to lis-pendency.
The management of the company is yet to
report the status of the compliance of the
directions issued by SEBI in the confirmatory
orders dated 29-02-2024.

Emphasis of Matter Paragraph

1. With respect to Income Tax the company
has certain appeals pending with the
authorities, the outcome of which is not
ascertained as on the date of Balance
Sheet.

2. The standalone Ind AS financial statements
of the company for the previous financial
year i.e., for the year ended 31.03.2023 have
been audited by predecessor auditor. The
figures as at 31.03.2023 are subject to
variation in view of the SEBI's
observations/directions and consequent
effect on the closing balances thereof as at
31.03.2024.

3. Bank balances were verified to the extent
of bank statements and balances
confirmations provided to us.

Our opinion is not modified in respect of above
matters.

Information Other than the Standalone Financial
Statements and Auditor's Report thereon

The "Company's" 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, Board's Report including Annexure to
Board's Report, Business Responsibility Report,
Corporate Governance and Shareholder's
Information, but does not include the standalone
financial statements and our auditor's 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.

Management's Responsibility for the
Standalone Financial Statements

The Company's 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 in equity 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 Company's 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 Company's financial reporting
process.

Auditor's 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 auditor's 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
management's 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 Company's ability to continue
as a going concern. If we conclude that a
material uncertainty exists, we are required
to draw attention in our auditor's 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
auditor's 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
auditor's 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 (Auditor's
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" 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 except for the matters
described in the Basis for Qualified Opinion
Section, obtained all the information and
explanations which to the best of our knowledge
and belief were necessary for the purposes of our
audit of the accompanying financial statements.

b) Except for the possible effects of the matter
described in the Basis for Qualified Opinion,
proper books of account as required by law have
been kept by the Company so far as appears
from our examination of those books;

c) Except for the possible effects of the
matter described in the Basis for Qualified
Opinion, the Balance Sheet, Statement of Profit
and Loss including Other Comprehensive
Income, the Statement of Cash Flows and the
statement of changes in equity dealt with by
this Report are in agreement with the books of
account; as per Companies (Audit and
Auditors) Rules, 2014 as amended.

d) Except for the possible effects of the
matter described in the Basis for Qualified
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 as
amended.

e) On the basis of the written
representations received from the directors as
on March 31, 2024 taken on record by the Board
of Directors, none of the directors is
disqualified as on March 31, 2024 from being
appointed as a director in terms of Section 164
(2) of the Act.

f) The qualification relating to the
maintenance of accounts and other matters
connected therewith are as stated in the Basis
for Qualified Opinion Section.

g) 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 Qualified opinion on the adequacy
and operating effectiveness of the Company's
internal financial controls over financial
reporting.

h) With respect to the other matters to be
included in the Auditor's 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.

i) With respect to the other matters to be
included in the Auditor's 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 did not have any long-term
contracts including derivative contracts for which
there were any material foreseeable losses as at
31st March, 2024.

iii. Based on our examination, we have identified
the following non-compliances with the relevant
laws and regulations:

Ý The company has not declared any dividend
during the year.

Ý The Company has not transferred the
unclaimed dividend amount to the Investor
Education and Protection Fund even after seven
years.

i. a) The Management has represented that, to
the best of its knowledge and belief, no funds
have been advanced or loaned or invested
(either from borrowed funds or share premium or
any other 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 invest in other persons or
entities identified in any manner whatsoever
("Ultimate Beneficiaries") by or on behalf 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

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 sub-clause
(iv) and (v) above contain any material
misstatement.

d) Total dividend of Rs. 3,402.28 lakhs is
pending for payment which pertains to various
financial years (Refer Notes to the Financial
statements)

i. The company does not maintain an audit
trail and edit-log system as per MCA
Guidelines.

Other Matters

The financial statements of the company for
the previous financial year i.e., for the year
March 31, 2023 were audited by the

predecessor auditors, P Murali & Co, Charted
Accountants, have expressed a qualified
opinion vide audit report dated May 20, 2023.

For P R Chandra & Co
Chartered Accountants
Firm Registration No: 018985S

Place: Hyderabad
Date: 09-01-2025

CA Bandi Poorna Sai Kumar

Partner

Membership No. 244881
UDIN: 25244881BMKZMW3827