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, 2025, 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, 2025, 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 constitutes a significant portion of its
financial performance. In this regard, we have
relied upon the financial statements of the said
foreign branch, which have been confirmed by
a Certified Public Accountant (CPA) in the USA.
No audit procedures with respect to the
financial statements of the foreign branch have
been carried out by us, and we have placed
reliance solely on the financial statements
confirmed by the US CPA.
3) 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[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.
c) 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.
d) 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.
e) "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.
4) 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. SEBI passed a final order
(WTM/AN/CFID/CFID_4/31187/2024-25)
dated 6th February, 2025 in relation to the
'Impairment of Assets' case. The Company filed
a writ petition challenging the said order,
which had imposed penalties under various
provisions of the SEBI Act and the Securities
Contracts (Regulation) Act. The Hon'ble High
Court, upon perusal of the material on record,
observed that there was no substantive
evidence to justify the quantum of penalty
imposed. Consequently, the Court has granted
an interim suspension of the recovery of the
penalty, while the remaining provisions of the
SEBI order dated 06.02.2025 are pending
adjudication. It may be noted that SEBI had
earlier passed an interim order on 22nd
August, 2023, and subsequently, a
confirmatory order on 28th February, 2024 on
certain other matters. This confirmatory order
has been appealed by the company in SAT
through appeal number 474 of 2024. The same
is pending in SAT. we are not able to express
an opinion on above issues covered, due to its
pendency.
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 year ended 31st March,
2024 are subject to variation pursuant to
SEBI's observations/directions, which may
have a consequential effect on the closing
balances as at 31st March, 2025
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,
2025 taken on record by the Board of
Directors, none of the directors is disqualified
as on March 31, 2025 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 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, 2025.
iii. Based on our examination, we have identified
the following non- compliances with the
relevant laws and regulations:
• The company has not declared any dividend
during the year.
• The Company has not transferred the
unclaimed dividend amount to the Investor
Education and Protection Fund even after
seven years.
iv. (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 ("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 above
sub- clauses 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)
The company does not maintain an audit trail
and edit-log system as per MCA Guidelines.
For P R Chandra & Co Chartered
Accountants
Firm Registration No: 018985S
CA P Ravi Chandra
Partner Membership No. 230754 UDIN:
25230754BMKULB4271
Place: Hyderabad Date: 01-09-2025
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