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Company Information

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B-RIGHT REALESTATE LTD.

26 October 2026 | 04:01

Industry >> Construction, Contracting & Engineering

Select Another Company

ISIN No INE0IZQ01016 BSE Code / NSE Code 543543 / BRRL Book Value (Rs.) 170.73 Face Value 10.00
Bookclosure 52Week High 1011 EPS 34.02 P/E 26.93
Market Cap. 946.54 Cr. 52Week Low 349 P/BV / Div Yield (%) 5.37 / 0.00 Market Lot 200.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Director’s have pleasure in presenting the 19th Annual Report of B-Right Realestate
Limited
(the Company) together with the Audited Statement of Accounts of your Company for
the year ended March 31, 2026.

DISCLOSURE OF FINANCIAL SUMMARY OR HIGHLIGHTS

Particulars

Standalone

Consolidated

For the Year
ended 31st
March, 2026

For the Year
ended 31st
March, 2025

For the Year
ended 31st
March, 2026

For the Year
ended 31st
March, 2025

Total Income

4,195.30

773.00

16,992.60

10,490.06

Profit Before Tax

3,697.89

57.72

5909.62

838.49

Less: Current Tax

--

--

1349.24

403.16

Deferred Tax

(5.45)

1.58

(1.71)

(1.65)

Income Tax earlier
years

--

Profit For The Year

3692.43

59.30

3514.63

169.21

Add: Balance in Profit
and Loss Account

2947.08

2887.78

3048.91

2879.70

Add: Transfer from
reserves

-

-

-

Sub Total

6639.51

2947.08

6563.53

3048.91

Less: Appropriation

Adjustment relating to
Fixed Assets

--

--

--

--

Income tax Refund

--

--

--

--

Less: Interest on IT
and TDS w off

--

' --

--

--

Income tax Demand

--

--

--

--

Profit & Loss A/c
Closing Balance

6639.51

2947.08

6563.53

3048.91

Securities Premium
Reserve

--

--

' --

-- ^

Opening Balance

10041.66

10041.66

10041.80

10041.80

Add: Current Year
Transfer

--

--

--

--

Less: Bonus issue to
existing Shareholders

--

--

--

--

Less: Written Back in
Current Year

--

--

--

-- .

Closing Balance

10041.66

10041.66

10041.80

10041.80

Reserves & Surplus

16681.17

12988.72

16605.33

13090.71

STATE OF THE COMPANY’S AFFAIRS:

Your Company is primarily engaged in the business of Real Estate Development and
Construction Activities.

The Standalone Total Income of the Company stood at Rs. 4,195.30 Lakhs for the year ended
March 31, 2026 as against Rs. 773 Lakhs in the previous year.

The Standalone Company made a Net Profit after tax of Rs. 3,692.43 Lakhs for the year ended
March 31, 2026 as compared to Rs. 59.30 Lakhs in the previous year.

The Consolidated Total Income is Rs. 16,992.60 Lakhs for the financial year ended March 31,
2026 as against Rs. 10,490.06 Lakhs during the previous financial year.

The Consolidated Net Profit is Rs. 3514.63 Lakhs for the year ended March 31, 2026 as compared
to the Net Profit of Rs. 169.21 Lakhs in the previous year.

The management is of the opinion that in the coming future as the overall situation seems to be
improving and Directors are optimistic about Company’s business and hopeful of better
performance with increased revenue in next year.

There has been no change in the business of the Company during the financial year ended March
31, 2026.

SHARE CAPITAL:

The Authorized Share Capital of the Company is Rs. 11,00,00,000/- (Rupees Eleven Crores
Only) divided into 1,10,00,000 (One Crores Ten Lacs) Equity Shares of Rs. 10/- each.

The Issued and Paid-up capital of the company consist of Rs. 10,33,12,000/- (Rupees Ten Crores
Thirty-Three Lakhs Twelve Thousand Only) divided into 1,03,31,200 Equity Shares of Rs. 10/-
each.

A) ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Board of Directors has not made any issue of shares.

B) ISSUE OF SWEAT EQUITY SHARES:

No Sweat Equity Shares were issued in current financial year

C) ISSUE OF EMPLOYEE STOCK OPTIONS:

No Employee Stock Options were issued in current financial year.

D) PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES
BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES:

No provision is made by Company for purchase of its own shares by employees or by trustees
for the benefit of employees.

ISSUANCE OF DEBENTURES:

The Company did not issue any debenture(s) during the year.

Further, the Company has received approval from members by way of postal ballot to raise funds
upto Rs. 100 Crore through issuance of equity shares or other eligible securities or by way of
borrowing of funds (debt).

DEPOSITORY SYSTEM:

Your Company’s Equity Shares are available for dematerialisation through National Securities
Depository Limited and Central Depository Services (India) Limited. As on March 31, 2026,
100% of the Equity Shares of the Company were held in dematerialised form.

EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Act, read with Rule 12(1) of the
Companies (Management and Administration) Rules, 2014, the extract of Annual Return has
been hosted on the Company’s website under the web link of https://b-rightgroup.com.

DISCLOSURE OF CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of Real-Estate Development and Construction
Activities. There has been no change in the business of the Company during the financial year
ended 31st March, 2026.

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

For the financial year ended 31st March, 2026, your Company has not proposed to carry or
transfer any amount to any other specific reserve account.

DISCLOSURES RELATING TO AMOUNT TO BE RECOMMENDED TO BE PAID AS
DIVIDEND:

The Board of Directors of your Company, after considering holistically the relevant
circumstances has decided that it would be prudent, not to recommend any Dividend for the year
under review and retain the profits of the Company for its future growth.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND:

Since there was no unpaid/unclaimed Dividend in the books or any Unpaid Dividend declared
and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply to your
Company.

DETAILS RELATED TO DEPOSITS COVERED UNDER CHAPTER V OF
COMPANIES ACT, 2013:

Under the Deposit Regulations as amended time to time, a Company is permitted to accept
Deposits subject to applicable provisions, to the extent of 10% of the aggregate of the paid-up
share capital, securities premium account and free reserves from its Members and 25% of the
aggregate of the paid- up share capital, securities premium account and free reserves from the
public after prior approval by way of special resolution passed by the members in this regard.
Requisite approval was obtained from the Members of the Company and was introduced to meet
up the working capital of the company on September 27, 2025 in compliance with the Deposit
Regulation.

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

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

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

b. Remained unpaid or unclaimed as at the end of the Year: Nil

c. Whether there has been any default in repayment of deposits or payment of interest
thereon during the year and if so, number of such cases and the total amount involved:

i. At the beginning of the year: Nil

ii. Maximum during the year: Nil

iii. At the end of the year: Nil

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

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

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN
EXCHANGE OUTGO:

Details regarding Energy Conservation: Since the Company does not fall under the list of
industries which should furnish this information, the question of furnishing the same does not
arise.

Details regarding Technology Absorption: Company is not involved into any kind of
manufacturing activities. Therefore, no technology absorption is required.

Details regarding Foreign Exchange Earnings and Outgo: There have been neither any
earnings nor outgoing of foreign exchange during the year under review.

DISCLOSURES IN DIRECTOR RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company
confirms that:

a) In the preparation of the annual accounts the applicable accounting standards had been
followed along with proper explanation relating to material departures.

b) The Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of financial year and of the profit and loss of the
Company for that period.

c) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a 'going concern' basis.

e) That internal financial controls were in place and that the financial controls were adequate and
were operating effectively.

f) That the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating effectively.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN
THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company which
have occurred between the end of the financial year of the Company to which the financial
statements relate and the date of the report.

STATUTORY AUDITOR:

In terms of the first proviso to Section 139 of the Companies Act, 2013, at the Annual General
Meeting held on Monday, 23rd September, 2024,
M/s. JMMK & Co, Chartered Accountants
(Firm Registration Number: 120459W),
who were reappointed as the Statutory Auditor of the
Company to hold office from the Conclusion of that Annual General Meeting till the conclusion
of the Annual General Meeting to be held for the Financial year 2028-2029 at a remuneration to
be fixed by the Board of Directors in consultation with the auditors, plus applicable GST and
reimbursement of out of pocket expenses incurred by them for the purpose of audit.

SECRETARIAL AUDITOR:

In terms of Section 204 of the Companies Act, 2013 and Rules made there under, M/s. DSM &
Associates, Practicing Company Secretaries (C.O.P. No.: 09394)
, Mumbai was appointed as
the Secretarial Auditor of the Company for the financial year 2025-2026.

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

INTERNAL AUDITOR:

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

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

BOARD’S COMMENT ON AUDITORS REPORT:

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

MEETINGS OF BOARD OF DIRECTORS:

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

SI.

No

Date of Meeting

^Total Number of
Directors as on the
date of the meeting

Attendance

Number of
Director attended

% of

attendance

'1

30 May, 2025

4

4

100 %

2

19 June, 2025

4

4

100 %

3

24 July, 2025

4

4

100 %

4

29 August, 2025

4

4

100 %

5

13 November, 2025

3

3

100 %

"‘6.

10 March, 2026

4

4

100 %

SEPARATE MEETING OF INDEPENDENT DIRECTOR:

In terms of requirement of Schedule IV of the Companies Act, 2013, Independent Director had
a separate meeting on March 10, 2026 without the attendance of Non-Independent Director and
Members of management. All the Independent Directors were present at the said meeting. The
activities prescribed in paragraph VII of Schedule IV to the Act were carried out at the said
meeting.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:

Pursuant to section 134(3)(d) of the Act, Company confirm that they have received necessary
declarations from all the Independent Directors under section 149(7) of the Companies Act, 2013
and declaring that they meet the criteria of independence laid down under Section 149(6) of the
Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

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

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

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

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

NAME OF THE DIRECTOR

DIN

CATEGORY

Sanjay Nathalal Shah

00003142

Chairman and Managing Director

Paras Mal Jain

02987070

Independent Director ”

Bhumi Bakulesh Tolia

09471612

Independent Director

Prashant Shirsat

05212829

Additional Non-Executive Director

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

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

Key Managerial Personnel (KMP):

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

NAME OF THE KEY
MANAGERIAL PERSONNEL

DESIGNATION

Jinal Mukeshkumar Mehta

Chief Financial Officer

Bhagyashree Mehadia

Company Secretary & Compl

iance Officer

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

PERFORMANCE EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board
committees and individual Directors pursuant to the provisions of the Companies Act, 2013.

The performance of the Board was evaluated by the board after seeking inputs from all the
Directors on the basis of the criteria such as the board composition and structure, effectiveness
of board process, information and functioning etc.

The Board was of the view that the performance of the Board as a whole was adequate and
fulfilled the parameters stipulated in the evaluation framework in its pro-growth activity. The
Board also ensured that the Committee functioned adequately and independently in terms of the
requirements of the Companies Act, 2013.

Further the individual Directors fulfilled their applicable responsibilities and duties laid down by
the Companies Act, 2013 and at the same time contributed with their valuable knowledge,
experience and expertise to grab the opportunity and counter the adverse challenges faced by the
Company during the year.

BOARD COMMITTEES:

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

A. Audit Committee

B. Nomination & Remuneration Committee

C. Shareholders & Investor’s Grievance Committee

D. Finance Committee (Non-Mandatory Committee)

The composition of various committee is as follows:

A. AUDIT COMMITTEE:

Sr. No.

Members

DIN

Designation

1

Paras Mal Jain

02987070

Chairman

2

Bhumi Bakulesh Tolia

09471612

Member '

3

Prashant Shirsat

05212829

Member

During the period under review, the Audit Committee has been reconstituted due to resignation
of Mr. Anirudh Salla (DIN: 10044437), former Member from the said designation and
consequently, Mr. Prashant Shirsat (DIN: 05212829) has been appointed as Member of the Audit
Committee.

The Company Secretary acts as the Secretary of the Audit Committee.

B. NOMINATION & REMUNERATION COMMITTEE:

Sr. No.

Members

DIN

Designation

1

Bhumi Bakulesh Tolia

09471612

Chairman

2

Paras Mal Jain

02987070

Member

3

Prashant Shirsat

05212829

Member

During the period under review, the Nomination & Remuneration Committee has been
reconstituted due to resignation of Mr. Anirudh Salla (DIN: 10044437), former Member from
the said designation and consequently, Mr. Prashant Shirsat (DIN: 05212829) has been appointed
as Member of the Nomination & Remuneration Committee.

The Company Secretary acts as the Secretary of the Nomination & Remuneration Committee.

C. SHAREHOLDERS & INVESTOR’S GRIEVANCE COMMITTEE:

Sr. No.

Members

DIN

Designation

1

Paras Mal Jain

02987070

Chairman

2

Bhumi Bakulesh Tolia

09471612

Member

3

Prashant Shirsat

05212829

Member

During the period under review, the Shareholders & Investor’s Grievance Committee has been
reconstituted due to resignation of Mr. Anirudh Salla (DIN: 10044437), former Member from
the said designation and consequently, Mr. Prashant Shirsat (DIN: 05212829) has been appointed
as Member of the Shareholders & Investor’s Grievance Committee.

The Company Secretary acts as the Secretary of the Shareholders & Investor’s Grievance
Committee.

D. FINANCE COMMITTEE: Non- Mandatory Committee

Sr. No.

Members

DIN

Designation

1

Paras Mal Jain

02987070

Chairman

2

Prashant Shirsat

05212829

Member

3

Sanjay Nathalal Shah

00003142

Member

During the period under review, the Finance Committee has been reconstituted due to resignation
of Mr. Anirudh Salla (DIN: 10044437), former Member from the said designation and
consequently, Mr. Prashant Shirsat (DIN: 05212829) has been appointed as Member of the
Finance Committee.

The Company Secretary acts as the Secretary of the Finance Committee.

COMMITTEE MEETINGS HELD DURING THE FY 2025-26:

Audit Committee Meeting:

SI.

No

Date of Meeting

Total Number of
Members as on the
date of the meeting

Attendance

Number of
members attended

% of

attendance

1

30 May, 2025

3

3

100 %

2

29 August, 2025

3

3

100 %

3

13 November, 2025

2

2

100 %

4

10 March, 2026

3

3

100 %

Nomination & Remuneration Committee Meeting:

Sl.

No

Date of Meeting

Total Number of
Members as on the
date of the meeting

Attendance

Number of
members attended

% of

attendance

1

19 June, 2025

3

3

100 %

2

29 August, 2025

3

3

100 %

3

13 November, 2025

2

2

100 %

Shareholders & Investor’s Grievance Committee Meeting:

Sl.

No

^Date of Meeting

Total Number of
Members as on the
date of the meeting

Attendance

Number of
members attended

% of

attendance

1

10 March, 2026

3

3

100 %

Finance Committee: Non-Mandatory Committee Meeting:

Sl.

No

Date of Meeting

Total Number of
Members as on the
date of the meeting

Attendance

Number of
members attended

% of

attendance

1

29 August, 2025

3

3

100 %

2

13 November, 2025

2

2

100 %

CODE OF CONDUCT:

The Board has adopted the Code of Conduct for members of the Board and Senior Management
personnel of the Company. The Code lays down, in detail, the standards of business conduct,
ethics and governance. Code of Conduct has also been posted on the Company’s website
https://b -rightgroup.com.

NOMINATION AND REMUNERATION POLICY:

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

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

The Policy is also available on the website of the Company. Website Link: https://b-
rightgroup.com
.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In line with the provisions of the Section 177(9) of the Companies Act, 2013 and the Regulation
22 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, your
Company has adopted Whistle Blower Policy, as part of vigil mechanism to provide appropriate
avenues to the Directors and employees to bring to the attention of the management any issue
which is perceived to be in violation of or in conflict with the fundamental business principles of
the Company.

This vigil mechanism provides for adequate safeguards against victimization of employees and
directors who avail of the vigil mechanism and also provide for direct access to the chairperson
of the Audit committee, in exceptional cases. The Company Secretary is the designated officer
for effective implementation of the policy and dealing with the complaints registered under the
policy.

The Vigil mechanism / Whistle Blower Policy is available on the website of the Company at
https://b -rightgroup.com.

PARTICULARS OF THE EMPLOYEES AND REMUNERATION:

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

RETIRE BY ROTATION:

Retire by Rotation- Mr. Sanjay Nathalal Shah

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

CORPORATE GOVERNANCE:

The Company being listed on the Small and Medium Enterprise (SME) Platform of Bombay
Stock Exchange Ltd (BSE) is exempted from provisions of Corporate Governance as per
Regulation 15 of Securities and Exchange Board of India (Listing Obligation and Disclosure
Requirements) Regulation, 2015. Hence no Corporate Governance report is disclosed in this
Annual Report. It is Pertinent to mention that the Company follows Majority of the provisions of
the Corporate Governance voluntarily.

DETAILS ON POLICY DEVELOPMENT AND IMPLEMENTATION BY COMPANY
ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES TAKEN DURING
YEAR:

As the Company does not fall in the mandatory bracket for Corporate Social Responsibility
pursuant to Section 135 of the Companies Act, 2013 the Company did not adopt any activity
pursuant to the same for the financial year 2025-26.

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

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNELS WHO WERE
APPOINTED OR RESIGNED DURING THE YEAR AND AFTER THE CLOSING OF
FINANCIAL YEAR:

Following Directors and Key Managerial Personnel were appointed or resigned during the year
and after the closing of financial year.

Name of the
^ Director/KMP

"Designation

Appointment/

Resignation

Date

Ms. Bhagyashree Mehadia

Company Secretary &
Compliance Officer

Appointment

June 19, 2025

Mr. Sanjay Nathalal Shah

^Chairman and
Managing Director

Change in
Designation

September 27, 2025

^Mr. Anirudh Salla

Non-Executive

Director

Resignation

November 05, 2025

Mr. Prashant Shirsat

"Non-Executive

Director

Appointment

November 13, 2025

None of the Directors of the Company is disqualified for being appointed / re-appointed as
Directors of the Company as per the provisions of Section 164 of the Companies Act, 2013.

DISCLOSURE OF COMPANIES WHICH ARE SUBSIDIARIES, JOINT VENTURE OR
ASSOCIATE COMPANIES DURING THE YEAR:

The Company does not have any Joint Venture or Associate Company and hence doesn’t require
any reporting for the same, However, the Company has one LLP and three Private Limited
Company as its subsidiaries and the details of which is given in Form AOC - 1 is annexed as
Annexure-III to this report.

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

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

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

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

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

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

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

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

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

The Anti-Sexual Harassment Policy is available on the website of the Company at
https://b -rightgroup.com.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

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

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

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

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

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

MANAGEMENT DISCUSSION ANALYSIS:

Management Discussion and Analysis Report for the year under review, is presented in a separate
section forming part of the Annual Report and is annexed herewith as
“Annexure IV”.

ENVIRONMENT AND SAFETY:

The Company is conscious of the importance of environmentally clean and sale operations. The
Company’s policy requires the conduct of all operations in such manner so as to ensure safety of
all concerned, compliance of statutory and industrial requirements for environment protection
and conservation of natural resources to the extent possible.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As per the provisions of Regulation 34(2) of the SEBI Listing Regulations, as amended, the
Annual Report of the top 1000 listed entities based on market capitalisation shall include a
Business Responsibility and Sustainability Report (“BRSR”). But, the Company, not being one
of such top 1000 listed entities, is not required to annex any Business Responsibility and
Sustainability Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has an adequate Internal Control System, commensurate with the size, scale and
complexity of its operations, which are well supplemented by surveillance of Internal Auditor.
The scope of work includes review of process for safeguarding the assets of the Company,
reviewing operational efficiency effectiveness of systems and processes, and assessing the
internal control strengths in all areas. The details in respect of internal financial control and their
adequacy are included in management discussion and analysis report forming part of this report.

COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with the provisions of Secretarial Standards on Meetings of the
Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company
Secretaries of India (“ICSI”) and approved by the Central Government under section 118(10) of
the Companies Act, 2013.

Since the Company has not recommend any dividend during the year, the provisions of secretarial
standards III are not applicable to the Company.

MAINTENANCE OF COST RECORD:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and
Audit) Rules, 2014, the activity of your Company falls under Non-regulated sectors and hence,
maintenance of cost record is not applicable to the Company for the Financial Year 2025-26.

EXPLANATIONS OR COMMENTS BY BOARD ON EVERY QUALIFICATION,
RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY STATUTORY
AUDITOR IN AUDIT REPORT AND BY PRACTICING COMPANY SECRETARY IN
SECRETARIAL AUDIT REPORT:

No such qualification, reservation or adverse remark or disclaimer made by statutory auditor in
statutory audit report and by secretarial auditor in secretarial audit report.

RISK MANAGEMENT:

In today’s economic environment, Risk Management plays a very important part of business.
The main aim of risk management is to identify, assess, prioritize, monitor and take precautionary
measures in respect of the events that may pose risks to the business. The Company is not subject
to any specific risk except risks associated with the general business of the Company as
applicable to the industry as a whole.

At present the Company has not identified any element of risk which may threaten the existence
of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANY’S OPERATIONS IN FUTURE:

During the year, there were no significant and material order passed by the regulators, courts and
tribunals impacting the going concern status and Company’s operations in future.

GENERAL DISCLOSURES:

1. During the year under review, statutory auditor has not reported any instances of Fraud
committed against the Company by its officers or employee, the details of which needs to be
reported to the Board under Section 143(12) of the Companies Act, 2013.

2. The Company has not made any application during the year under Insolvency and Bankruptcy
Code, 2016 and there is no proceeding pending under the said Code as at the end of the Financial
Year;

3. During the year, the Company has not undergone any one-time settlement and therefore the
disclosure in this regard is not applicable.

4. The Company has not issued any shares with differential voting rights and sweat equity shares.
INVESTOR RELATIONS:

Your Company always endeavours to keep the time of response to shareholders’ request
/grievance at the minimum. Priority is accorded to address all the issues raised by the
shareholders and provide them a satisfactory reply at the earliest possible time. The Stakeholders’
Relationship Committee of the Board meets periodically and reviews the status of the
Shareholders' Grievances.

The shares of the Company continue to be traded in electronic forum and de-materialization
exists with both the depositories viz., National Securities Depository Limited and Central
Depository Services (India) Limited.

ACKNOWLEDGEMENT:

Your Director’s would like to express their sincere appreciation for the assistance and co¬
operation received from the banks, Government authorities, customers, vendors and members
during the year under review. Your Director’s also wish to place on record their deep sense of
appreciation for the services committed by the Company’s executives, staff and workers.

For and on behalf of
B-Right Realestate Limited,
SD/-

Sanjay Nathalal Shah
Chairman and Managing Director
DIN:00003142

Place: Mumbai
Date: 20/07/2026