Notice to the Extraordinary General Meeting of

Brightcom Group Limited

April 8, 2025

Dear Shareholder(s),
You are cordially invited to attend the Extraordinary General Meeting of the
Shareholders of Brightcom Group Limited (“the Company”) to be held on
Wednesday, April 30, 2025 at 11.30 A.M.(IST) through Video Conferencing
(“VC”)/Other Audio-Visual Means (“OAVM”).
The Notice of the meeting, containing the business to be transacted, is enclosed
herewith. As per Section 108 of the Companies Act, 2013 read with the related
Rules and Regulation 44 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, the Company is pleased to provide its
Shareholders the facility to cast their vote by electronic means on all resolutions set
forth in the Notice.
The instructions for e-voting are enclosed herewith.
Yours sincerely

Sd/-
Raghunath Allamsetty
Executive Director
DIN # 00060018

Enclosures:
1. Notice of the Extraordinary General Meeting
2. Instructions for participation through VC
3. Instructions for e-voting

Note: Attendees who require technical assistance to access and participate in the
meeting through VC are requested to contact the helpline number: 022-23058738
and 022-23058542-43

1
 Notice to the Extraordinary General Meeting of
Brightcom Group Limited

NOTICE

Notice is hereby given that the Extraordinary General Meeting of the Shareholders
of Brightcom Group Limited (“the Company”) to be held on Wednesday, April 30,
2025, at 11.30 A.M.(IST) through Video Conferencing (“VC”)/Other Audio-Visual
Means (“OAVM”) to transact the following business:
SPECIAL BUSINESS:
1. Capital Reduction of 6,00,000 equity shares of INR 2 each of the
Company:

To consider and if thought fit, to pass the following resolution without

modification(s) as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 66 and other

applicable provisions, if any, of the Companies Act, 2013 and the rules made
thereunder (including any statutory modification(s) or re-enactment thereof,
for the time being in force), and subject to the confirmation by the Hon'ble
National Company Law Tribunal and such other approvals as may be
required, the issued, subscribed, and paid-up share capital of the Company
be and is hereby reduced by cancelling and extinguishing such portion of
the capital which is not represented by available assets of the Company and
that the capital be accordingly reduced to reconcile the difference between
the issued and listed capital, in the manner and to the extent detailed in the
explanatory statement annexed hereto.

RESOLVED FURTHER THAT the Board be and is hereby authorised to do

all such acts, deeds, matters and things as it may, in its absolute discretion,
deem necessary, expedient, proper or desirable to give effect to the resolution
and the Scheme, including, making any modifications to the Scheme,
statutory form filings, making application to authorities, regulatory or
otherwise and to settle any matter, question, difficulty or doubt that may
arise in regard to the Scheme as it may deem necessary, proper, desirable or
expedient without requiring any further approval of the Members and that
the Members shall be deemed to have given their approval thereto expressly
by the authority of this Resolution and acts and things done or caused to be
done shall be conclusive evidence of the authority of the Company in so
doing and any such acts and things done or caused to be done prior to the
date hereof are hereby ratified, confirmed and approved as the acts and
deeds of the Company, as the case may be.

RESOLVED FURTHER THAT the Board be and is hereby authorized, in its

absolute discretion, to bring into effect the abovementioned resolution on
such other terms and conditions as it may consider appropriate and to
accept such other conditions and modifications as may be prescribed by the
NCLT and other appropriate bodies/ authorities while according their
sanction or consent to the Capital Reduction or to suspend, withdraw or
revive the proposal for Capital Reduction from time to time as may be

2
 Notice to the Extraordinary General Meeting of
Brightcom Group Limited

specified by any statutory authority or as the Board may suo-moto decide in

its absolute discretion.

RESOLVED FURTHER THAT the Board be and is hereby authorized to

delegate all or any of the powers herein conferred, to a committee of the
Board or any such persons as it may deem fit in its absolute discretion, with
the power to take such steps and to do all such acts, deeds, matters and
things as they may deem fit and proper for the purposes of the Scheme and
settle any questions or difficulties that may arise in regard to the Scheme.”

2. To ratify appointment Mr. Shrikant Gehlot (DIN # 10909404) as an

Independent Director of the Company for a period of five consecutive
years.
To consider and if thought fit, to pass the following resolution without
modification(s) as an Ordinary Resolution:
“RESOLVED, that Mr. Shrikant Gehlot (DIN # 10909404)), who was appointed
as an Additional Director (Independent) of the Company with effect from
January 16, 2025 by the Board of Directors, based on the recommendation of
the Nomination and Remuneration Committee, and who holds office up to the
date of this Extraordinary General Meeting of the Company under Section
161(1) of the Companies Act, 2013 (‘Act’) (including any statutory
modification(s) or re-enactment(s) thereof for the time being in force) and the
Articles of Association of the Company, and who is eligible for appointment be
and is hereby appointed as a Director of the Company.

“RESOLVED FURTHER, that pursuant to the provisions of Sections 149, 150,

152 and other applicable provisions, if any, of the Act read with Schedule IV to
the Act and the Companies (Appointment and Qualification of Directors) Rules,
2014, Regulation 17 and other applicable regulations of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘SEBI Listing Regulations’), as amended from time to time,
the appointment of Mr. Shrikant Gehlot (DIN # 10909404), that meets the
criteria for independence as provided in Section 149(6) of the Act and
Regulation 16(1)(b) of the SEBI Listing Regulations and who has submitted a
declaration to that effect, and who is eligible for appointment as an Additional
Director (Independent) of the Company, for a term of five years, i.e., from
January 16, 2025 to January 15, 2030 (both days inclusive) and who would
not be liable to retire by rotation, be and is hereby approved.

“RESOLVED FURTHER, that pursuant to the provisions of Sections 149, 197

and other applicable provisions of the Act and the Rules made thereunder, Mr.
Shrikant Gehlot (DIN # 10909404), shall be entitled to receive the sitting
fees/commission and out of pocket expenses as permitted to be received in the
capacity of Non-Executive, Independent Director of the Company under the Act
and SEBI Listing Regulations, as recommended by the Nomination and
Remuneration Committee and approved by the Board of Directors, from time to
time.”

3
 Notice to the Extraordinary General Meeting of
Brightcom Group Limited

“RESOLVED FURTHER, that the consent of the Shareholders of the Company

be and is accorded to the Board of Directors of the Company to do all such
acts, deeds and things and execute all such documents, instruments and
writings as may be required and to delegate all or any of its powers herein
conferred to any Committee of Directors/ Executives of the Company to give
effect to the aforesaid resolution.”

3. To appoint Mr. Suresh Kumar Reddy (DIN # 00140515) as a Whole-time

Director designated as the Chief Executive Officer (CEO) of the
Company for a period of five consecutive years.

To consider and if thought fit, to pass the following resolution without

modification(s) as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203

and other applicable provisions, if any, of the Companies Act, 2013 read
with Schedule V and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, and subject to the approvals as may be
required, the consent of the shareholders be and is hereby accorded for the
appointment of Mr. M. Suresh Kumar Reddy (DIN: 00140515) as a Whole-
Time Director, designated as the Chief Executive Officer (CEO) of the
Company, for a period of five years with effect from the date of this
resolution, on such terms and conditions as may be determined by the
Board."

4. Appointment of Mr. S. L. Narayana Raju as Chief Financial Officer (CFO)

To consider and if thought fit, to pass the following resolution without

modification(s) as an Ordinary Resolution:

"RESOLVED THAT pursuant to the provisions of Section 203 and other

applicable provisions of the Companies Act, 2013 and the rules made
thereunder, the consent of the shareholders be and is hereby accorded for
the appointment of Mr. S.L. Narayana Raju as the Chief Financial Officer
(CFO) of the Company with effect from the date of this resolution, on such
terms and conditions as may be decided by the Board."

By order of the Board

For Brightcom Group Limited

Date: 08-04-2025
Sd/-
Place: Hyderabad Raghunath Allamsetty
Executive Director
DIN # 00060018

4
 Notice to the Extraordinary General Meeting of
Brightcom Group Limited

Notes to EGM Notice:

1. Pursuant to the General Circulars 2/2022 dated May 05, 2022 and 19/2021
dated January 13, 2022 and other circulars issued by the Ministry of
Corporate Affairs (MCA) and Circular SEBI/ HO/ CFD/ CMD2 /CIR /P /
2022/62 dated May 13, 2022 issued by SEBI (hereinafter collectively
referred to as “the Circulars”), companies are allowed to hold AGM / EGM
through VC, without the physical presence of members at a common venue.
Hence, in compliance with the Circulars, the AGM / EGM of the Company is
being held through VC. The deemed venue for the AGM / EGM shall be the
Registered Office of the Company.
2. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read
with Rule 20 of the Companies (Management and Administration) Rules,
2014 (as amended) and Regulation 44 of SEBI (Listing Obligations &
Disclosure Requirements) Regulations 2015 (as amended) read with Circular
dated May 13, 2022 and MCA Circulars dated January 13, 2021, December
8, 2021, December 14, 2021 and May 5, 2022 the Company is providing
facility of remote e-voting to its Members in respect of the business to be
transacted at the AGM / EGM. For this purpose, the Company has entered
into an agreement with Central Depository Services (India) Limited (CDSL)
for facilitating voting through electronic means, as the authorized e-Voting’s
agency. Thereby facility of casting votes by a member using remote e-voting
as well as the e-voting system on the date of the AGM / EGM will be
provided by CDSL.
3. The Members can join the AGM / EGM in the VC/OAVM mode 30 minutes
before the scheduled time of the commencement of the Meeting by following
the procedure mentioned in the Notice. The facility of participation at the
AGM / EGM through VC/OAVM will be made available to at least 1000
members on first come first served basis. This will not include Promoters,
Institutional Investors, Directors, Key Managerial Personnel, the
Chairpersons of the Audit Committee, Nomination and Remuneration
Committee and Stakeholders Relationship Committee, Auditors etc. who are
allowed to attend the AGM / EGM without restriction on account of first
come first served basis.
4. The attendance of the Members attending the AGM / EGM through
VC/OAVM will be counted for the purpose of ascertaining the quorum under
Section 103 of the Companies Act, 2013.
5. Pursuant to MCA Circular No. 14/2020 dated April 8, 2020, the facility to
appoint proxy to attend and cast vote for the members is not available for
this AGM / EGM. However, in pursuance of Section 112 and Section 113 of
the Companies Act, 2013, representatives of the members such as the
President of India or the Governor of a State or body corporate can attend
the AGM through VC/ OAVM and cast their votes through e-voting.
6. In line with the Ministry of Corporate Affairs (MCA) Circular No. 02/2022
dated May 5, 2022 reading with Circular No. 20/2020 dated May 5, 2020,
the Notice calling the AGM / EGM has been uploaded on the website of the
Company at [Link]. The Notice can also be accessed

5
 Notice to the Extraordinary General Meeting of
Brightcom Group Limited

from the websites of the Stock Exchanges i.e., BSE Limited and National
Stock Exchange of India Limited at [Link] and
[Link] respectively. The EGM Notice is also disseminated on the
website of CDSL (agency for providing the Remote e-Voting facility and
evoting system during the AGM) i.e., [Link].
7. A member entitled to attend and vote is entitled to appoint a proxy to attend
and vote instead of himself / herself and such proxy need not be a member.
In terms of MCA Circulars, since physical attendance of Members has been
dispensed with, there is no requirement of appointment of proxies.
Accordingly, facility of appointment of proxies by Members under Section
105 of the Act, will not be available for the AGM / EGM and hence the Proxy
Form and Attendance Slip are not annexed to the Notice.
8. The Register of members and transfer books of the company will remain
closed from Wednesday, April 23, 2025 to Wednesday, April 30, 2025 (both
days inclusive).
9. Members, who hold shares in electronic / Demat form are requested to
furnish the change of address, details of their bank accounts, viz, name of
the bank, full address of the branch, account no. etc., to their respective
Depository Participants and who hold shares in physical form to the
Company’s Registrars and Transfer Agents Aarthi Consultants Private
Limited, 1-2-285, Domalguda, Hyderabad - 500029 (Phone: 040-
27638111/27642217/27634445 Email: info@ [Link]) so as
to enable the Company to incorporate the bank details on the dividend
warrants.
10. Pursuant to Section 72 of the Companies Act, 2013 and the Rules made
there under the Members holding shares in single name may, at any time,
nominate in form SH-13, any person as his/her nominee to whom the
securities shall vest in the event of his/ her death. Nomination would help
the nominees to get the shares transmitted in their favor without hassles.
Members desirous of making any cancellation/variation in the said
nomination can do so in SH-14.
11. Members holding shares in identical order of names in more than one folio
are requested to write to the company’s Registrars & Transfer Agents
enclosing their share certificates to enable consolidation of their
shareholdings in one folio. As per the amended Provisions based on the PAN,
all different folios of the same PAN will be treated as one folio.
12. Members are requested to refer to the Corporate Governance Report for
information in connection with the unpaid / unclaimed dividend along with
underlying shares thereto liable to be transferred to Investor Education and
Protection Fund (IEPF) administered by the Central Government. Members
are requested to refer the web site of the Company
[Link] for the details made available by the Company
pursuant to the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Amendment Rules, 2017.
As per Section 124(6) of the Act read with the IEPF Rules as amended from
time to time, all the shares in respect of which dividend has remained
unpaid/ unclaimed for seven consecutive years or more are required to be
transferred to an IEPF Demat Account. In case the dividends are not claimed

6
 Notice to the Extraordinary General Meeting of
Brightcom Group Limited

by the respective shareholders. Company had transferred unpaid/

unclaimed dividend till the financial year 2012-13 along with underlying
shares to IEPF authorities. Company will initiate the necessary steps on due
dates to transfer shares held by the members to IEPF along with dividend
remaining unpaid/unclaimed thereon.
Members may please note that in the event of transfer of such shares and
the unclaimed dividends to IEPF, members are entitled to claim the same
from IEPF authorities by submitting an online application in the prescribed
Form IEPF-5 available on the website www. [Link] and sending a
physical copy of the same duly signed to the Company along with the
requisite documents enumerated in the Form IEPF- 5. Members can file only
one consolidated claim in a financial year as per the IEPF Rules.
13. The Securities and Exchange Board of India (SEBI) has mandated the
submission of Permanent Account Number (PAN) by every participant in
securities market. Members holding shares in electronic form are, therefore,
requested to submit the PAN to their Depository Participants with whom
they are maintaining their Demat accounts. Members holding shares in
physical form can submit their PAN details to the Registrars and Transfer
Agents of Company.
14. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/ CIR/P/2020/242
dated December 9, 2020, under Regulation 44 of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, listed entities are required to provide remote e-voting
facility to its shareholders, in respect of all shareholders’ resolutions.
However, it has been observed that the participation by the public
noninstitutional shareholders/retail shareholders is at a negligible level.
Currently, there are multiple e-voting service providers (ESPs) providing e-
voting facility to listed entities in India. This necessitates registration on
various ESPs and maintenance of multiple user IDs and passwords by the
shareholders.
In order to increase the efficiency of the voting process pursuant to a public
consultation, it has been decided to enable e-voting to all the Demat account
holders, by way of a single login credential, through their Demat accounts/
websites of Depositories/ Depository Participants. Demat account holders
would be able to cast their vote without having to register again with the
ESPs, thereby, not only facilitating seamless authentication but also
enhancing ease and convenience of participating in e-voting process
15. In compliance with provisions of Section 108 of the Companies Act, 2013
and Rule 20 of the Companies (Management and Administration) Rules,
2014 as amended from time to time, Regulation 44 of the SEBI (Listing
Obligations and Disclosure Requirement) Regulations 2015 and Secretarial
Standard on General Meetings (SS-2) issued by the Institute of Company
Secretaries of India, the Company is pleased to provide the members with
facility to exercise their right to vote at the Extraordinary General Meeting
(EGM) by electronic means and the business may be transacted through
remote e-voting Services provided by Central Depository Services (India)
Limited (CDSL).
The e-voting period commences on Sunday, April 27, 2025 at 9.00 a.m. and
ends on Tuesday, April 29, 2025 at 5.00 p.m. During this period

7
 Notice to the Extraordinary General Meeting of
Brightcom Group Limited

shareholders of the Company, holding shares as on cut-off date Friday,

March 21, 2025 may cast their vote electronically. The e-voting module shall
be disabled by CDSL for voting thereafter. Once the vote on a resolution is
cast by the shareholder, the shareholder shall not be allowed to change it
subsequently. The voting rights of shareholders shall be in proportion to
their shares of the paid-up equity share capital of the Company. A member
who has cast his/ her vote by electronic means are entitled to attend the
EGM but not entitled to vote again at the EGM.
CS Saurabh Poddar, Company Secretary in Practice (C.P. No. 10787), has
been appointed as the scrutinizer to scrutinize the remote e-voting process.
The Scrutinizer shall, immediately after the conclusion of voting at the
general meeting, will first count the votes cast at the meeting and thereafter
unblock the votes cast through remote e-voting in the presence of at least
two witnesses not in the employment of the Company and he will submit his
report within the period not exceeding three working days from the
conclusion of e-voting. The Chairman will declare the results on or after the
EGM of the Company accordingly and will also be placed at the company
website and also forward the same to the stock exchanges where the shares
has been listed.
16. The Statement pursuant to Section 102 of the Companies Act, 2013 (“the
Act”) setting out material facts for the proposed resolutions and disclosures
as required under the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing
Regulations”) and Secretarial Standard on General Meetings issued by the
Institute of Company Secretaries of India (“SS-2”) forms part of this Notice.
17. Corporate/Institutional Members (i.e., other than Individuals, HUF, NRI etc.)
are required to send a certified true copy (PDF Format) of the Board
resolution/authority letter, authorizing their representative to attend and
vote. The said resolution/authorisation shall be sent by an e-mail to
Scrutinizer at [Link]@[Link] with a copy marked to evoting@[Link]
and the Company at ir@[Link].
18. THE INSTRUCTIONS FOR SHAREHOLDERS FOR REMOTE E-VOTING
ARE AS UNDER:
a) The voting period begins on Sunday, April 27, 2025 at 9.00 a.m. and
ends on Tuesday, April 29, 2025 at 5.00 p.m. During this period
shareholders of the Company, holding shares either in physical form or
in dematerialized form, as on the cut-off date (record date) of Friday,
March 21, 2025 may cast their vote electronically. The e-voting module
shall be disabled by CDSL for voting thereafter.
b) Shareholders who have already voted prior to the meeting date would
not be entitled to vote at the meeting venue.
c) In terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242
dated December 9, 2020 on e-Voting facility provided by Listed
Companies, Individual shareholders holding securities in Demat mode
are allowed to vote through their Demat account maintained with
Depositories and Depository Participants. Shareholders are advised to

8
 Notice to the Extraordinary General Meeting of
Brightcom Group Limited

update their mobile number and email Id in their Demat accounts in

order to access e-Voting facility. Pursuant to above said SEBI Circular,
Login method for e-Voting and joining virtual meetings for Individual
shareholders holding securities in Demat mode is given below:

Type of Login Method

shareholders

1) Users who have opted for CDSL Easi / Easiest facility, can
login through their existing user id and password.
Individual
Option will be made available to reach e-Voting page
Shareholders
holding without any further authentication. The users to login to
securities in Easi / Easiest are requested to visit cdsl website
Demat mode [Link] and click on login icon & New System
with CDSL Myeasi Tab.
Depository
2) After successful login the Easi / Easiest user will be able to
see the e-Voting option for eligible companies where the
evoting is in progress as per the information provided by
company. On clicking the evoting option, the user will be
able to see e-Voting page of the e-Voting service provider for
casting your vote during the remote e-Voting period or
joining virtual meeting & voting during the meeting.
Additionally, there is also links provided to access the
system of all e-Voting Service Providers, so that the user
can visit the e-Voting service providers’ website directly.

3) If the user is not registered for Easi/Easiest, option to

register is available at cdsl website [Link] and
click on login & New System Myeasi Tab and then click on
registration option.

4) Alternatively, the user can directly access e-Voting page by

providing Demat Account Number and PAN No. from a e-
Voting link available on [Link] home page.
The system will authenticate the user by sending OTP on
registered Mobile & Email as recorded in the Demat
Account. After successful authentication, user will be able
to see the e-Voting option where the evoting is in progress
and also able to directly access the system of all e-Voting
Service Providers.

9
 Notice to the Extraordinary General Meeting of
Brightcom Group Limited

1) If you are already registered for NSDL IDeAS facility, please

visit the e-Services website of NSDL. Open web browser by
Individual
typing the following URL: [Link] either
Shareholders
holding on a Personal Computer or on a mobile. Once the home
securities in page of e-Services is launched, click on the “Beneficial
demat mode Owner” icon under “Login” which is available under ‘IDeAS’
with NSDL section. A new screen will open. You will have to enter your
Depository User ID and Password. After successful authentication, you
will be able to see e-Voting services. Click on “Access to e-
Voting” under e-Voting services and you will be able to see
e-Voting page. Click on company name or e-Voting service
provider name and you will be re-directed to e-Voting
service provider website for casting your vote during the
remote e-Voting period or joining virtual meeting & voting
during the meeting.

2) If the user is not registered for IDeAS e-Services, option to

register is available at [Link] Select
“Register Online for IDeAS “Portal or click at
[Link]

3) Visit the e-Voting website of NSDL. Open web browser by

typing the following URL: [Link]
either on a Personal Computer or on a mobile. Once the
home page of e-Voting system is launched, click on the icon
“Login” which is available under ‘Shareholder/Member’
section. A new screen will open. You will have to enter your
User ID (i.e. your sixteen digit demat account number hold
with NSDL), Password/OTP and a Verification Code as
shown on the screen. After successful authentication, you
will be redirected to NSDL Depository site wherein you can
see e-Voting page. Click on company name or e-Voting
service provider name and you will be redirected to e-Voting
service provider website for casting your vote during the
remote e-Voting period or joining virtual meeting & voting
during the meeting

Individual You can also login using the login credentials of your demat
Shareholders account through your Depository Participant registered with
(holding NSDL/CDSL for e-Voting facility. After Successful login,
securities in you will be able to see e-Voting option. Once you click on e-
demat mode) Voting option, you will be redirected to NSDL/CDSL
login through Depository site after successful authentication, wherein you
their can see e-Voting feature. Click on company name or e-
Depository Voting service provider name and you will be redirected to
Participants e-Voting service provider website for casting your vote
(DP) during the remote e-Voting period or joining virtual meeting

10
 Notice to the Extraordinary General Meeting of
Brightcom Group Limited

& voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are
advised to use Forget User ID and Forget Password option available at
abovementioned website.
Helpdesk for Individual Shareholders holding securities in demat mode for
any technical issues related to login through Depository i.e. CDSL and NSDL

Login type Helpdesk details

Individual Shareholders holding Members facing any technical issue in

securities in Demat mode with login can contact CDSL helpdesk by
CDSL sending a request at
[Link]@[Link] or
contact at toll free no. 1800 22 55 33
Individual Shareholders holding Members facing any technical issue in
securities in Demat mode with login can contact NSDL helpdesk by
NSDL sending a request at evoting@[Link]
or call at toll free no.: 1800 1020 990
and 1800 22 44 30

1) The shareholders should log on to the e-voting website

[Link].
2) Click on “Shareholders” module.
3) Now enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in Physical Form should enter Folio
Number registered with the Company.
4) Next enter the Image Verification as displayed and Click on Login.
5) If you are holding shares in demat form and had logged on to
[Link] and voted on an earlier e-voting of any company, then
your existing password is to be used.
6) If you are a first-time user follow the steps given below:

For Physical shareholders and other than individual shareholders

holding shares in Demat.
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax
Department (Applicable for both demat shareholders as well as physical
shareholders)

• Shareholders who have not updated their PAN with the

Company/Depository Participant are requested to use the

11
 Notice to the Extraordinary General Meeting of
Brightcom Group Limited

sequence number sent by Company/RTA or contact

Company/RTA.

Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy
Bank format) as recorded in your demat account or in the company records in
Details order to login.
OR • If both the details are not recorded with the depository or
Date of company, please enter the member id / folio number in the
Birth Dividend Bank details field.
(DOB)

(ii) After entering these details appropriately, click on “SUBMIT” tab.

(iii) Shareholders holding shares in physical form will then directly reach the
Company selection screen. However, shareholders holding shares in demat
form will now reach ‘Password Creation’ menu wherein they are required to
mandatorily enter their login password in the new password field. Kindly
note that this password is to be also used by the demat holders for voting for
resolutions of any other company on which they are eligible to vote, provided
that company opts for e-voting through CDSL platform. It is strongly
recommended not to share your password with any other person and take
utmost care to keep your password confidential.

(iv) For shareholders holding shares in physical form, the details can be used
only for e-voting on the resolutions contained in this Notice.

(v) Click on the EVSN for the relevant Brightcom Group Limited on which you
choose to vote.

(vi) On the voting page, you will see “RESOLUTION DESCRIPTION” and against
the same the option “YES/NO” for voting. Select the option YES or NO as
desired. The option YES implies that you assent to the Resolution and option
NO implies that you dissent to the Resolution.

(vii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire
Resolution details.

(viii) After selecting the resolution, you have decided to vote on, click on
“SUBMIT”. A confirmation box will be displayed. If you wish to confirm your
vote, click on “OK”, else to change your vote, click on “CANCEL” and
accordingly modify your vote.

12
 Notice to the Extraordinary General Meeting of
Brightcom Group Limited

(ix) Once you “CONFIRM” your vote on the resolution, you will not be allowed to
modify your vote.

(x) You can also take a print of the votes cast by clicking on “Click here to print”
option on the Voting page.

(xi) If a demat account holder has forgotten the login password then Enter the
User ID and the image verification code and click on Forgot Password &
enter the details as prompted by the system.

(xii) There is also an optional provision to upload BR/POA if any uploaded, which
will be made available to scrutinizer for verification.

(xiii) Additional Facility for Non – Individual Shareholders and Custodians –

For Remote Voting only.
• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and
Custodians are required to log on to [Link] and register
themselves in the “Corporates” module.
• A scanned copy of the Registration Form bearing the stamp and sign of the
entity should be emailed to [Link]@[Link].
• After receiving the login details a Compliance User should be created using
the admin login and password. The Compliance User would be able to link
the account(s) for which they wish to vote on.
• The list of accounts linked in the login will be mapped automatically & can
be delink in case of any wrong mapping.
• It is Mandatory that, a scanned copy of the Board Resolution and Power of
Attorney (POA) which they have issued in favour of the Custodian, if any,
should be uploaded in PDF format in the system for the scrutinizer to verify
the same.
• Alternatively Non Individual shareholders are required mandatory to send the
relevant Board Resolution/ Authority letter etc. together with attested
specimen signature of the duly authorized signatory who are authorized to
vote, to the Scrutinizer and to the Company at the email address viz;
ir@[Link], if they have voted from individual tab & not
uploaded same in the CDSL e-voting system for the scrutinizer to verify the
same.
19. INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM / EGM
THROUGH VC/OAVM ARE AS UNDER:
a) The procedure for attending meeting & e-Voting on the day of the
AGM/ EGM is same as the instructions mentioned above for e-voting.

b) The link for VC/OAVM to attend meeting will be available where the
EVSN of Company will be displayed after successful login as per the
instructions mentioned above for e-voting.

13
 Notice to the Extraordinary General Meeting of
Brightcom Group Limited

c) Shareholders who have voted through Remote e-Voting will be eligible

to attend the meeting. However, they will not be eligible to vote at the
AGM/EGM.

d) Shareholders are encouraged to join the Meeting through Laptops /

IPads for better experience.

e) Further shareholders will be required to allow Camera and use

Internet with a good speed to avoid any disturbance during the
meeting.

f) Please note that Participants Connecting from Mobile Devices or

Tablets or through Laptop connecting via Mobile Hotspot may
experience Audio/Video loss due to Fluctuation in their respective
network. It is therefore recommended to use Stable Wi-Fi or LAN
Connection to mitigate any kind of aforesaid glitches.

g) Shareholders who would like to express their views/ask questions

during the meeting may register themselves as a speaker by sending
their request in advance at least 7 days prior to meeting mentioning
their name, demat account number/folio number, email id, mobile
number at (company email id). The shareholders who do not wish to
speak during the AGM / EGM but have queries may send their queries
in advance 7 days prior to meeting mentioning their name, demat
account number/folio number, email id, mobile number at (company
email id). These queries will be replied to by the company suitably by
email.

h) Those shareholders who have registered themselves as a speaker will

only be allowed to express their views/ ask questions during the
meeting.

i) Only those shareholders, who are present in the AGM/ EGM through
VC/OAVM facility and have not casted their vote on the Resolutions
through remote e-Voting and are otherwise not barred from doing so,
shall be eligible to vote through e-Voting system available during the
EGM/AGM.

j) If any Votes are cast by the shareholders through the e-voting

available during the EGM/AGM and if the same shareholders have not
participated in the meeting through VC/OAVM facility, then the votes
cast by such shareholders shall be considered invalid as the facility of
e-voting during the meeting is available only to the shareholders
attending the meeting.

20. The results declared along with the Scrutinizer’s Report shall be placed on
the Company’s website [Link] and on the website of
CDSL i.e., [Link] within two days of the passing of the Notice
Resolutions at the EGM of the Company and shall also be communicated to
the Stock Exchanges where the shares of the Company are listed.

14
 Notice to the Extraordinary General Meeting of
Brightcom Group Limited

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO.

ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like Folio

No., Name of shareholder, scanned copy of the share certificate (front
and back), PAN (self-attested scanned copy of PAN card), AADHAR
(self-attested scanned copy of Aadhar Card) by email to Company/RTA
email id.

2. For Demat shareholders -, Please update your email id & mobile no.
with your respective Depository Participant (DP).

3. For Individual Demat shareholders – Please update your email id &

mobile no. with your respective Depository Participant (DP) which is
mandatory while e-Voting & joining virtual meetings through
Depository. If you have any queries or issues regarding attending
AGM / EGM & e-Voting from the CDSL e-Voting System, you can
write an email to [Link]@cdslindia. com or contact at 022-
23058738 and 02223058542/43. All grievances connected with the
facility for voting by electronic means may be addressed to Mr.
Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India)
Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill
Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or
send an email to [Link]@[Link] or call on 022-
23058542/43.
Members who could not vote thru Remote e-voting may avail the e-voting system on
the date of EGM i.e., Wednesday, April 30, 2025 which will commence from 11:30
A.M. and will end after the conclusion of the EGM. The e-voting module shall be
disabled by CDSL for voting thereafter. The voting rights of the members shall be in
proportion to the paid-up value of their shares in the equity capital of the Company
as on Friday, March 21, 2025 i.e., cut-off date
CONTACT DETAILS:

Company Brightcom Group Limited Phone: +91 (40)

67449910, E-mail:
ir@[Link], Floor-5, Fairfield
by Marriott, Road No.2, Nanakramguda,
Gachibowli, Hyderabad, Telangana, India
- 500032
Registrar and Transfer Agent: Aarthi Consultants Private Limited Phone:
040-27638111/ 27642217 / 27634445 |
Email: info@[Link]
e-Voting Agency Central Depository Services (India) Limited
E-mail: [Link]@[Link] |
Phone: +91-22-22723333/8588
Scrutinizer Saurabh Poddar, Practicing Company
Secretary,
E-mail: saurabhpoddar1977@[Link]
Phone: +91-9581186260

15
 Notice to the Extraordinary General Meeting of
Brightcom Group Limited

GENERAL INFORMATION:

It is strongly recommended not to share your password with any other person and
take utmost care to keep your password confidential. Login to the e-Voting website
will be disabled upon five unsuccessful attempts to key in the correct password. In
such an event, you will need to go through the “Forgot User Details/Password?” or
“Physical User Reset Password?” option available on [Link] to reset
the password.

The Company has appointed [Link] Poddar Practicing Company Secretary

(Membership No. FCS 9190), to act as the Scrutinizer for conducting the remote e-
Voting and e-Voting during the AGM / EGM in a fair and transparent manner.

The Scrutinizer shall, immediately upon conclusion of the voting at the AGM /
EGM, unblock the votes cast through e-Voting (votes cast during the AGM / EGM
and votes cast through remote e-Voting) and will submit a consolidated
Scrutinizer’s Report to the Chairman or any other person authorized by him in
writing, who shall countersign the same and declare the results thereof.

The results declared along with the Scrutinizer’s report, will be posted on the
website of the Company at [Link] and will be displayed on the
Notice Board of the Company at its Registered Office as well as Corporate Office
immediately after the declaration of the result by the Chairman or any person
authorized by him in writing. The Company shall simultaneously communicate the
results to the Stock Exchanges not later than two working days as required under
Regulation 44(3) of the SEBI Listing Regulations.

Members are requested to address all correspondence, to the RTA, Aarthi

Consultants Private Limited, 1-2-285, Domalguda, Hyderabad - 500029 (Phone:
040-27638111/27642217/27634445 Email: info@ [Link]).

SEBI vide Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/ CIR/2022/8 dated

January 25, 2022, has mandated companies to issue securities in dematerialized
form only, while processing service requests viz. issue of duplicate securities
certificate; claim from unclaimed suspense account; renewal/exchange of securities
certificate; endorsement, sub-division/splitting, consolidation of securities
certificate, transmission, and transposition. Members are accordingly advised to get
their shares held in physical form dematerialized through their Depository
Participant.

PROCEDURE FOR INSPECTION OF DOCUMENTS:

Relevant documents referred to in the accompanying Notice calling the AGM / EGM
will be made available for electronic inspection by the Members upon sending the
email to the Company at ir@[Link] upto the date of the AGM / EGM.
The said documents will be available for electronic inspection for the Members
without payment of any fee.

The Register of Directors and Key Managerial Personnel and their shareholding
maintained under Section 170 of the Act and the Register of Contracts or
arrangements in which the Directors are interested under Section 189 of the Act
will be available for inspection in electronic mode, based on the request being sent
on ir@[Link].

16
 Notice to the Extraordinary General Meeting of
Brightcom Group Limited

OTHERS
The Company has designated an exclusive e-mail id viz. ir@[Link] to enable
Investors to register their complaints, if any.

In terms of SEBI circular dated December 9, 2020, on e-Voting facility provided by Listed
Companies, Individual shareholders holding securities in demat mode are allowed to vote
through their demat account maintained with Depositories and Depository Participants.
Shareholders are required to update their mobile number and email ID correctly in their
demat account in order to access e-Voting facility.

Process for those shareholders whose email ids are not registered with the depositories for
procuring user id and password and registration of email ids for e-Voting for the resolutions
set out in this notice:

1. In case shares are held in physical mode please provide Folio No., Name of
shareholder, scanned copy of the share certificate (front and back), PAN (self-
attested scanned copy of PAN card), AADHAR (self-attested scanned copy of
Aadhar Card) by email to the RTA at info@ [Link].
2. In case shares are held in demat mode, please provide DP ID-Client ID (16-digit
DP ID + Client ID or 16-digit beneficiary ID), Name, client master or copy of
Consolidated Account statement, PAN (self-attested scanned copy of PAN card),
AADHAR (self-attested scanned copy of Aadhar Card) by email to the RTA at
info@ [Link] with a copy marked to the Company at
ir@[Link]. If you are an individual shareholder holding securities
in demat mode, you are requested to refer to the login method explained at step
1 (A) above i.e., Login method for e-Voting and joining virtual meetings for
Individual shareholders holding securities in demat mode.
3. Alternatively, shareholder/members may send a request to evoting@[Link]
for procuring user id and password for e-Voting by providing above mentioned
documents.
For ease of participation of the Members, below are the key details regarding the meeting-

# Particulars Details
1. Cut-off Date for e-voting March 21,2025
2. Remote e-Voting starts on April 27, 2025
3. Remote e-Voting ends on April 29, 2025
4. Last date for speaker registration April 27, 2025

By order of the Board

For Brightcom Group Limited

Sd/-
Raghunath Allamsetty
Executive Director
DIN # 00060018
Date: 08-04-2025

Place: Hyderabad

17
 Notice to the Extraordinary General Meeting of
Brightcom Group Limited

ANNEXURE TO NOTICE:
Information provided pursuant to requirements given under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial
Standard in respect of individuals proposed to be appointed/ re-appointed as
Director(s):

Name of Director Mr. M Suresh Kumar Reddy

Director Identification Number 00140515
Date of Birth 25.10.1966
Date of first Appointment 26-06-2012
Qualification MS from Iowa State University
Terms & Conditions of Appointment Appointed for a period of 5 years with
along with Remuneration sought to be effect from April 30, 2025 and liable to
paid retire by rotation. Remuneration to be
paid as per company policy.
Relationship with other Directors, There is no inter-se relationship between
Manager and other Key Managerial Mr. M Suresh Kumar Reddy and other
Personnel of the Company Directors & KMPs.
*Directorships held in other Companies LIL Projects Private Limited
and Bodies Corporate as on March 31, YReach Media Private Limited
2024. Aaradhana Commosales LLP
Kalpana Commosales LLP
Sarita Commosales LLP
Shalini Sales LLP
Chairman / Member of the Committee of None
the Board of Directors of the Company
No. of Board Meetings attended during NIL
the year
Chairman/Member of the Committee of None
the Board of Directors in other
Companies as on March 31, 2024.
No. of Equity Shares of Rs.2/- held in 1,42,72,723
the Company as on 31.12.2024

EXPLANATORY STATEMENT
As required by Section 102(1) of the Act, the following Explanatory Statement
sets out material facts relating to the business under Item Nos. 1 to 4 of the
accompanying Notice dated April 8, 2025.

Item #1: Capital Reduction of 6,00,000 equity shares of INR 2/- each of the
Company:
The reduction of share capital is proposed in order to reconcile the discrepancy
between the issued, subscribed and paid-up capital and the listed capital of the
Company. Over time, due to various corporate actions and compliance factors,
certain equity shares have remained unlisted and effectively non-tradable, although
they continue to reflect on the Company's capital structure. This creates
inconsistency in disclosures, confusion among investors, and affects transparency.

18
 Notice to the Extraordinary General Meeting of
Brightcom Group Limited

The proposed resolution aims to reconcile differences between the issued and listed
capital of the Company. To achieve this, the Company is required to pay INR 46.20
lakhs, representing 6,00,000 equity shares issued at INR 7.70 per share, along
with simple interest at the rate of 15% per annum.
Item #2: To ratify appointment Mr. Shrikant Gehlot (DIN # 10909404) as an
Independent Director of the Company for a period of five consecutive years.
Mr. Shrikant Gehlot was appointed by the Board as an Additional Director on
January 16, 2025. The Company now seeks shareholder ratification of this
appointment in compliance with applicable provisions.
Brief Profile of Mr. Shrikant Gehlot:
Mr. Shrikant Gehlot is a seasoned professional known for his expertise in sales,
business development, and strategic planning, particularly within the education
and EdTech sectors. With a strong customer-centric approach, he has led high-
performing teams, driven growth through innovative sales strategies, and built
lasting client relationships. His academic background in Science and Management
supports his analytical and creative problem-solving skills. Recognized for his
visionary leadership and collaborative style, Mr. Gehlot continues to set industry
benchmarks and drive impactful results.
Items #3 and 4: To appoint Mr. Suresh Kumar Reddy (DIN # 00140515) as a
Whole-time Director designated as the Chief Executive Officer (CEO) of the
Company for a period of five consecutive years and to appoint Mr. S L
Narayana Raju as Chief Financial Officer (CFO)
These resolutions have been proposed pursuant to a formal shareholder requisition
received from a group holding more than 10% of the Company's voting rights.
Disclosure Regarding Conditional Consents:
Mr. M. Suresh Kumar Reddy has submitted his consent to accept the position of
Whole-Time Director and CEO of the Company, subject to shareholder approval
and completion of applicable legal formalities. He is currently pursuing legal
remedies to address a SEBI-imposed restriction that affects his eligibility to assume
this position.
Mr. S.L. Narayana Raju has submitted his consent to be appointed as Chief
Financial Officer (CFO) of the Company, subject to shareholder approval and
completion of applicable legal formalities. He is currently seeking relief from a
SEBI-imposed restriction that affects his eligibility to assume this position.
Accordingly, both appointments shall be contingent on obtaining necessary
regulatory relief.
Brief Profile of Mr. M Suresh Kumar Reddy
Mr. Suresh Kumar Reddy is the co-founder of Brightcom Group, a global digital
marketing and ad-tech company with operations in 24 countries. With over two
decades of experience, he has led the company through significant growth, raising
$100 million in funding and completing ten major acquisitions. He has built a
strong international client base including Coca-Cola, Hyundai, Unilever, and
leading advertising agencies. His career began in engineering roles at AM General,

19
 Notice to the Extraordinary General Meeting of
Brightcom Group Limited

Caterpillar, and Chrysler before transitioning to tech and co-founding

[Link], which evolved into Ybrant Technologies and eventually
Brightcom.
Under his leadership, Brightcom expanded through strategic acquisitions such as
Lycos Inc. and Oridian, completed a reverse merger to become a listed company,
and launched successful ventures like the LYCOS Life IoT division and the
Brightcom programmatic advertising platform. More recently, the company has
ventured into AI and machine learning. Suresh holds a [Link] from IIT Kharagpur
and an M.S. from Iowa State University. He has also been active in the
entrepreneurial ecosystem through TiE Hyderabad and has supported various
philanthropic initiatives.

Brief Profile of Mr. S L Narayana Raju

Narayana Raju brings about 32 years of experience in finance, accountancy,
consulting, and business advisory across diverse industries. He has strong
expertise in corporate structuring, due diligence, and building finance systems,
with a proven ability to work effectively with boards, auditors, bankers, and
regulatory bodies. Prior to joining Brightcom Group, he served as Vice President of
Finance at Cambridge Technology Enterprises Ltd., overseeing financial operations
in Malaysia and helping launch new revenue streams in partnership with some
prominent IT/ITES firms. He also spent a decade at Deloitte Consulting India as a
Senior Business Advisor, focusing on process efficiency and value creation.
Throughout his career, Raju has led initiatives in financial reporting, treasury
management, project financing, and the merger of group companies.

By order of the Board

For Brightcom Group Limited
Sd/-
Raghunath Allamsetty
Executive Director
DIN # 00060018
Date: 08-04-2025
Place: Hyderabad

20