Directors Report of Bright Brothers Ltd.

Mar 31, 2025

On behalf of the Board of Directors, it is our pleasure to present the 78^th Annual Report together with the Audited Statement of Accounts of Bright Brothers Limited ("the Company") for the year ended 31^st March, 2025.

Financial Performance:

('' in Lakhs)
	Standalone		Consolidated
Particulars	Year Ended 31st March, 2025	Year Ended 31st March, 2024	Year Ended 31st March, 2025	Year Ended 31st March, 2024
Net Sales and Operating Income	32,837.83	24,460.05	33,586.27	24,466.78
Less: Expenses	30,010.95	23,376.44	30,723.44	23,540.36
Operating Profit	2,826.88	1,083.61	2,862.83	926.42
Add: Other Income	183.31	162.13	172.42	156.34
Profit before Depreciation, Finance Cost and Tax	3,010.19	1,245.74	3,035.25	1,082.76
Less: Finance Costs	865.14	656.85	887.59	657.66
Less: Depreciation and amortization expenses	1,040.36	891.68	1,056.82	894.83
Profit/(Loss) before tax	1,104.69	(302.79)	1,090.84	(469.73)
Less: Tax expense	241.51	6.87	241.51	6.87
Profit/(Loss) after tax	863.18	(309.66)	849.33	(476.60)
Other comprehensive income	(1.96)	36.33	(4.67)	35.73
Total Comprehensive Income/(Loss)	861.22	(273.33)	844.66	(440.87)

Summary of Financial Operations

The Standalone Financial Performance provides details on revenue and expenditure of Bright Brothers Limited during the period under review i.e. the financial year (FY) 2024-25, whereas, the Consolidated Financial Performance includes the financial details of the wholly-owned subsidiaries (WOS) namely, Bright Brothers LLC and Sintex Logistics LLC incorporated in the state of Delaware, United States of America. Bright Brothers LLC is the wholly owned subsidiary of Bright Brothers Limited and Sintex Logistics LLC is the wholly owned subsidiary of Bright Brothers LLC. Therefore, both Bright Brothers LLC and Sintex Logistics LLC are wholly owned subsidiaries of Bright Brothers Limited as per the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements), 2015.

During the year under review, Bright Brothers LLC acquired Sintex Logistics LLC by executing an agreement dated 26th September, 2024 with Sintex Holdings B.V. for purchase of membership interest in Sintex Logistics LLC. Further, the acquisition process was completed on 12th December, 2024. Pursuant to the said acquisition, the financial results of Bright Brothers Limited have been consolidated with the financial results of Bright Brothers LLC and Sintex Logistics LLC.

On a standalone basis, the revenue from operations was '' 32,837.83 lakhs in the FY 2024-25 as against '' 24,460.05 lakhs in the previous year. The Profit before Depreciation, Finance Cost and Tax for the year ended 31^st March, 2025 was recorded at '' 3,010.19 lakhs as against Profit of '' 1,245.74 lakhs in the previous year.

Consolidated Financial Summary:

On a consolidated basis, the revenue from operations was '' 33,586.27 lakhs in the FY 2024-25 as against '' 24,466.78 lakhs in the previous year. The Profit before Depreciation, Finance Cost and Tax for the year ended 31^st March, 2025 was recorded at '' 3,035.25 lakhs as against Profit of '' 1,082.76 lakhs in the previous year.

Capital Expenditure

During the year under review, on a standalone basis, the Company has spent Rs. 1,122.90 lakhs towards capital expenditure. This mainly comprises of capital expenditure incurred by the Company for installation of plant and equipment.

The Year in Retrospect/ Brief description of Company''s working during the year

During the financial year under review, business growth and profitability of the Company has been impressive as compared to the previous financial years. This growth reflects the successful execution of Company''s strategic initiatives which are focused on expanding customer base and diversifying the product portfolio. This has facilitated the Company to achieve a significant milestone in its growth journey. During the year, the volume of net sales and operating income increased by '' 9,119.49 lakhs (i.e. by 37.27%) as compared to the previous year, on a consolidated basis.

The details of business operations undertaken by every division of the Company during the year under review is provided below:

i. Manufacturing division:

There was a significant increase in the production and turnover of all manufacturing units as it was backed by manufacture and supply of wide range of products. During the year, the Company supplied, both, existing and newly developed products to its customers. Further, the on-boarding of new customers contributed significantly to increased production volumes and higher turnover.

In response to the new business orders, additional plant and machineries were installed to boost production capacity. To accommodate increased production volumes and enhance operational efficiency, the Company implemented process improvements, ensuring customer needs were met with both efficiency and innovation.

ii. Composite division:

In line with its strategic growth initiatives, the Company had established a new manufacturing unit for its Composites Division in Pune during the financial year 2023-24. This unit is focused on producing composite parts for applications in sectors such as railways (viz. coach interiors, driver desk, front nose), construction equipment (viz. fenders and engine hoods), electrical charging stations and industrial cleaning robots.

In the latter part of the year 2024-25, the Company also acquired Sintex Logistics LLC, a U.S.-based entity, to strengthen its international presence and facilitate seamless entry into the North American market. Export operations commenced in the fourth quarter of FY 2024-25, with composite products from the Pune unit being shipped to Sintex Logistics LLC for further value addition. These enhanced products are then supplied to customers across the United States.

Although still in its early stages, this export-oriented business model has already shown encouraging potential. The U.S. subsidiary has enabled the Company to initiate business in the North American railway sector and is expected to play a pivotal role in optimizing the supply chain by ensuring timely and efficient deliveries.

iii. Paint shop division:

The Paint Shop Division of the Company has demonstrated good progress during the financial year 2024-25, contributing significantly to our overall operational performance and customer satisfaction levels. The division plays a critical role in adding value to our plastic components by enhancing their aesthetic appeal, durability, and surface finish which are the key quality parameters for our customers in the consumer durables sector. The Paint shop division is located at Haridwar unit of the Company.

iv. Haircare division:

This division is engaged in the business of sales and marketing of hair and beauty accessories under its brand named Divo, to both general and professional market. The products are used by hair stylists, fashion designers and hairdressers along with college students and young working professionals. During the FY 24-25, the division has increased the product range by adding a new professional grade foot files and scissors. The brand has also opened up online direct sales on its website www.divoworld.com. The brand endeavours to cater to all the age groups and have also added a few products that are exclusively for male grooming. Furthermore, this division continues to expand the business by undertaking new private-label business wherein they supply products to companies who sell them under their own brand names.

Subsidiary

During the year, the Board of Directors and Audit Committee of the Company have reviewed the financial statements and minutes of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013 ("the Act"), the Consolidated financial statements (CFS) have been prepared and they form part of this Annual Report. A report on the performance and financial position of Subsidiaries has been provided in Form AOC-1 as per Section 129(2) of the Act annexed to this Report. Presently, the Company does not have a material subsidiary.

Consolidated Financial Statements (CFS)

In accordance with the provisions of the Act, Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 ("Listing Regulations") and applicable Indian Accounting Standards ("Ind AS"), the audited CFS of the Company for the FY 2024-25, together with the Auditor''s Report forms part of this Annual Report. In accordance with Section 136 of the Act, the audited financial statements, including the CFS and related information of the Company and the separate financial statements of its Subsidiary Companies, is available on the Company''s website at the following: https://brightbrothers.co.in/financial-results/. Any member desirous of inspecting or obtaining copies of the audited financial statements, including the CFS may write to the Company Secretary at [e-mail].

Outlook for the Current Financial Year 2025-26

The Company enters the financial year 2025-26 with a positive outlook on the basis of the foundation laid down in the previous year. The Company''s manufacturing capabilities continue to evolve in response to changing market demands. The addition of new customers, new products reflects the Company''s commitment to innovation and its strategic intent to serve a broader spectrum of consumer durable industry. Further, the strategic acquisition of the subsidiary incorporated in Delaware, USA has also opened up new avenues for growth and expansion in international market. Thus, the Company is well-positioned to deliver sustained growth and value creation in FY 2025-26.

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year till the date of report

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the FY 2024-25 and the date of this report except for approval of the Board of Directors for issuance of ESOS. There has been no change in the nature of business of the Company during the financial year.

Revision in financial statements and Board''s Report, if any, for the preceding financial years

There was no revision of financial statements and Board''s Report of the Company for the preceding financial years, during the year under review.

Directors and Key Managerial Personnel

Board of Directors

The Company maintains a diverse Board and firmly believes that a broad range of perspectives and experiences contributes significantly to its strategic direction and overall success. The Board of Directors comprises of Mr. Suresh Bhojwani, Chairman and Managing Director, Mrs. Devika Bhojwani, Wholetime Director, Mr. Karan Bhojwani, Whole-time Director, Mr. Anil Kumar Bhandari, Independent Director, Mr. K. Viswanath, Independent Director and Mr. Indru Advani, Independent Director.

i. Retirement by rotation and subsequent re-appointment

In accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Suresh Bhojwani, Chairman and Managing Director (DIN 00032966) of the Company is liable to retire by rotation at the forthcoming Annual General meeting and being eligible, offers himself for re-appointment. Pursuant to Listing Regulations and Secretarial Standard - 2 issued by Institute of Company Secretaries of India (ICSI), the details pertaining to re-appointment are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company.

ii. Re-appointment of Mr. Anil Kumar Bhandari as Independent Director

Mr. Anil Kumar Bhandari was appointed as Independent Director w.e.f. 9th September, 2020. During his tenure, he has provided valuable guidance to the Company in decision-making, strengthening internal controls, long term business planning and so on. As his first term of five years is expiring on 8th September, 2025, the Board of Directors, upon seeking recommendation from the Nomination and Remuneration Committee has considered re-appointment of Mr. Anil Kumar Bhandari (DIN: 00031194) as Independent Director for the second term of five years. Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, a resolution seeking members'' approval for the re-appointment of Mr. Anil Kumar Bhandari as an Independent Director forms part of the Notice convening the AGM.

iii. Key Managerial Personnel

Mr. Suresh Bhojwani, Chairman and Managing Director, Mr. Karan Bhojwani, Whole-time Director, Mrs. Devika Bhojwani, Whole-time Director, Mr. Chirag Shah, Chief Financial Officer and Mrs. Sonali Pednekar, Company Secretary are Key Managerial Personnel of the Company.

Transfer to Reserves

The Company does not propose to transfer any profits to its reserves and the entire amount of profit for the FY 2024-25 forms part of Retained Earnings.

Dividend

Your Directors are pleased to recommend a dividend @ 25% (i.e. Re. 2.50 per Equity Share) on 56,80,235 Equity Shares of '' 10 each for the FY ended 31^st March, 2025. The said dividend, if approved by the members, would involve a cash outflow '' 142 lakhs. The dividend will be paid subject to the approval of members of the Company at the ensuing Annual General Meeting to those members whose names appear as Beneficial Owners in the list of Beneficial Owners on the record date i.e. 18^th August 2025 furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL) and whose names appear as a member in the Register of Members of the Company as on the record date.

As per the Income Tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. Accordingly, the Company makes the payment of the dividend after deduction of tax at source.

Share Capital

The paid-up Equity Share Capital as on 31^st March, 2025 was Rs. 568.02 lakhs. During the year under review, the Company has not issued any shares.

Loans, guarantees or investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes accompanying the financial statements.

Fixed Deposits

Your Company has not accepted any deposits from public and its members during the FY 2024-25. There has been no deposit which was unpaid or unclaimed as at the end of the year. There has not been any default in repayment of deposits or payment of interest thereon during the year. The Company is holding deposits of '' 58 lakhs from its Directors as on 31st March, 2025.

Related party transactions

All transactions entered with related parties for the year under review were on arm''s length basis and in the ordinary course of business. As per the provisions of Section 188 of the Companies Act, 2013, disclosure in Form AOC-2 is annexed to this Report. The details of transaction are provided in Note No. 55 of the Standalone Notes to Accounts and Note No. 52 of the Consolidated Notes to Accounts. Further, there are no material related party transactions during the year under review with the Promoters, Directors and Key Managerial Personnel.

All Related Party Transactions are placed before the Audit Committee and also before the Board for approval. Omnibus approval is obtained for transactions which are repetitive in nature. A statement giving details of all the transactions entered into pursuant to omnibus approval are placed before the Audit Committee and Board for a review.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

Insurance

All the assets of the Company are fully insured against major risks.

Unsecured Loan

During the year under review, there is outstanding unsecured loan of '' 310 lakhs as on 31^st March, 2025.

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. The Company has appointed Internal Auditors who periodically audit the adequacy and effectiveness of the internal controls laid down by the management and suggest improvements. The Audit Committee periodically approves the audit reports, implementation of audit recommendations, if any and adequacy of internal controls. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors, the Board is of the opinion that there is an existence of proper systems to ensure compliance with the provisions of applicable laws and Company''s internal financial controls were adequate, efficient and effective during financial year 2024-25.

Significant and material orders passed by the Regulators

During the year under review, no significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations.

Directors'' Responsibility Statement

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have 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 the 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 this 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) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

Management Discussion and Analysis

Management Discussion and Analysis of the financial conditions and result of operations of the Company for the period under review as required under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report.

Corporate Governance

A separate report on Corporate Governance is annexed to this Report. As required by Schedule V of the Listing Regulations, the Auditor''s Certificate on Corporate Governance received from our statutory auditor forms part of this Annual Report.

Meetings of the Board and its Committees

During the year 2024-25, the Board met five times on 13^th May 2024, 6^th August 2024, 26^th September, 2024, 10^th November, 2024 and 11^th February, 2025. The gap between two meetings did not exceed 120 days. The details of the Board meetings and various Committee meetings have been mentioned in the Report of Corporate Governance annexed to this Report.

Committees

As on 31^st March, 2025, the Board has 3 Committees namely, Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. During the year, all recommendations of the Committees of the Board have been accepted by the Board.

A detailed note on the composition of the Board and its Committees, meetings held during the year and its terms of reference is provided in the Corporate Governance Report forming part of this Annual Report. The composition and terms of reference of all the Committees of the Board of Directors of the Company is in line with the provisions of the Act and the Listing Regulations.

Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year in the format prescribed in the Companies (CSR Policy) Rules, 2014 is annexed to this Report. The Policy is available on Company''s website at the following link: https://brightbrothers.co.in/wp-content/uploads/2025/06/CSR-policy.pdf.

As per the amendment in Rule 3 of the Companies (Corporate Social Responsibility) Rules, 2014, the Company was not obligated to spend towards CSR in the FY 2024-25.

Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013, the Annual Return in Form MGT-7 as on 31st March, 2025, is available on Company''s website at www.brightbrothers.co.in.

Statutory Auditors

M/s. GMJ & Co., Chartered Accountants (Firm Registration No. 103429W) were appointed as the Statutory Auditors of the Company for a period of five years at the Annual General Meeting (AGM) of the Company held on 24th August, 2022, to hold office from the conclusion of the 75^th AGM till the conclusion of the 80^th AGM to be held in the year 2027.

Report of the Statutory Auditors and Notes to Financial Statements

The Report of the Statutory Auditors alongwith notes to Schedules is enclosed to this report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. The observations made in the Auditor''s Report are self-explanatory and therefore, do not call for any further comments. There are no instances of fraud reported by the Auditors.

Cost Audit

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company needs to conduct a Cost Audit for the financial year ending on 31^st March, 2026.

The Board of Directors, on recommendation of the Audit Committee, has appointed M/s. Joshi Apte and Associates, Cost Accountants, Registration no. 000240 as Cost Auditor to audit the cost accounts of the Company for the financial year 2025-26 at a remuneration of Rs. 2,50,000/- plus tax as applicable and reimbursement of out of pocket expenses. As required under Companies Act, 2013, a resolution seeking members'' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening Annual General Meeting.

The Cost Audit Report for the financial year 2024-25 does not contain any qualification, reservation or adverse remark.

Secretarial Audit

In terms of Section 204 of the Act and Rules made there under, Ms. Purnima Shetty, Practicing Company Secretary (Registration no. FCS-9089, COP-14933) has been appointed Secretarial Auditor of the Company. The report of the Secretarial Auditor for the financial year 2024-25 is enclosed herewith.

The Report is self-explanatory and does not call for any further comments. It does not contain any qualification, reservation or adverse remark.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the FY 2024-25 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Ms. Purnima Shetty, Practicing Company Secretary has been submitted to the Stock Exchange and is annexed to this Report.

Whistle Blower Policy

Pursuant to the requirement of the Act, the Company has approved its Whistle Blower Policy which is also called as vigil mechanism. It is uploaded on website of the Company at the following link: https:// brightbrothers.co.in/wp-content/uploads/2025/06/WHISTLE-BLOWER-POLICY.pdf

This mechanism enables Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy.

Risk Management Policy

The Company has developed and implemented the Risk Management Policy.

The Company considers ongoing risk management to be a core component of the Management of the Company and understands that the Company''s ability to identify and address risk is central to achieving its corporate objectives.

The policy is in compliance with Listing Regulations and provisions of the Companies Act, 2013 which requires the Company to lay down procedures about risk assessment and risk minimization.

Declaration by Independent Directors

Mr. Anil Kumar Bhandari, Mr. Kuchimanchi Viswanath and Mr. Indru Advani are Independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, the Independent Directors fulfil the conditions specified in Section 149 of the Act and the Rules made thereunder and Regulations 16(1)(b) of Listing Regulations about their status as Independent Directors of the Company. Further, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and also the Code of Conduct for Directors and senior management personnel formulated by the Company.

The Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, Manesar (''IICA'') as required under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

There has been no change in the circumstances affecting their status as Independent Directors of the Company. During the year under review, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, payment of profit related commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Company.

Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

Company''s Policy on Appointment and Remuneration

The objective of Remuneration Policy is to attract, motivate and retain qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognizing interest of stakeholders. The Board''s approved policy is available on the website of the Company at the following link: https://brightbrothers.co.in/ wp-content/uploads/2025/06/Nomination-and-Remuneration-policy.pdf

Formal Annual Evaluation by the Board of its own performance and that of its Committees and individual Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees. The evaluation process inter alia considers attendance of Directors at Board and Committee meetings, participation at meetings, domain knowledge, cohesion at the Board''s meetings, awareness, observance of governance, etc.

The Board carried out performance evaluation of the Board, Board committees, individual Directors and Chairperson.

Familiarisation programme

The Company has put in place an induction and familiarization programme for all its Directors including the Independent Directors. The familiarization programme for Independent Directors in terms of provisions of Regulation 46(2) of Listing Regulations is uploaded on the website of the Company at the following link: https://brightbrothers.co.in/wp-content/uploads/2025/07/Terms-and-appointment-and-familiarisation-programme-of-Independent-Directors.pdf. Further, the business and operations of the Company are informed to the Independent Directors in detail during every Board Meeting of the Company.

Transfer of Unclaimed dividend and underlying shares to Investor Education and Protection Fund (IEPF)

In accordance with the applicable provisions of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund ) Rules, 2016 ("IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the members for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority. During the financial year 2024-25, the Company had transferred Rs. 3,09,598/- to IEPF as unclaimed dividend relating to financial year 2016-17. Further, the Company has transferred 7,150 equity shares of the Company to IEPF as the members had not claimed dividend on those shares for the consecutive period of seven years.

The details of total amount lying in Unpaid Dividend Account of the Company and the date on which it is due for transfer is provided below:

Sr. No.	Dividend for financial year	Amount ('' in lakhs) As on 31st March, 2025	Due for transfer to the Fund after the following date
1	2017-18	2.08	29/10/2025
2	2018-19	1.72	19/09/2026
3	2019-20	2.20	15/04/2027
4	2020-21	2.37	03/11/2028
5	2021-22	4.07	30/09/2029
6	2022-23	0.84	22/10/2030
7	2023-24	1.12	03/11/2031

Pursuant to the provisions of IEPF Rules, the Company has filed the necessary forms and uploaded the aforesaid details on IEPF website (www.iepf.gov.in) and these details are also available under "Investor Relations Section" on the Website of the Company viz. www.brightbrothers.co.in.

Members are requested to claim the dividend(s), which have remained unclaimed/unpaid, by sending a written request to the Company at [e-mail] or to the Company''s Registrar and Transfer Agent MUFG Intime India Pvt. Ltd. at [e-mail] or at their address at MUFG Intime India Pvt. Ltd., C 101, Embassy 247, L.B.S.Marg, Vikhroli (West), Mumbai - 400083.

Equity shares in Unclaimed Suspense Account under Regulation 39 and Schedule VI of Listing Regulations

The details of Equity shares in Unclaimed Suspense Account under Regulation 39 and Schedule VI of Listing Regulations are as follows:

Description	No. of records	No. of Equity Shares of '' 10/- each
No. of shareholders and outstanding shares at the beginning of the year	1	200
No. of shareholder''s request received for transfer of shares during the year	NIL	—
No. of shareholders to whom shares transferred during the year	NIL	—
No. of members and shares transferred to IEPF Account	NIL	—
No. of members and outstanding shares at the end of the year	1	200

The voting rights on the above shares shall remain frozen till the rightful owner of such shares claims the shares.

Compliance with Secretarial Standards issued by the Institute of Company Secretaries of India

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors, General Meetings and Dividend.

Particulars of Employees

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report.

None of the employees of the Company is falling under the criteria as set out in Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 regarding remuneration.

Human Resources (HR)-Empowering Growth as a Strategic Business Partner

At the heart of our Company''s sustainable growth lies a forward-thinking Human Resources (HR) function—one that extends far beyond administrative responsibilities to operate as a strategic business partner. Guided by this philosophy, the HR team plays a pivotal role in aligning human capital with the long-term objectives of the Company, ensuring operational excellence, compliance, and an empowered workforce.

As of the reporting period, the Company''s workforce comprises of permanent and contractual employees across the business units. This diversified and dedicated workforce is the backbone of the day-to-day operations and strategic initiatives. With a unified focus on people, performance, and productivity, HR continues to build the framework necessary for future readiness.

In conclusion, the HR function continues to evolve as a strategic ally to the business—driving transformation, ensuring compliance, promoting inclusivity, and enabling sustainable growth. Looking ahead, the Company''s HR strategy remains centred on people development, digital integration, and a resilient workplace culture that supports both performance and purpose.

Compliance with Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has formulated a policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. It has also formulated Internal Complaints Committee under the Act. During the year under review, no complaints were filed under the said Act.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The details as required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are provided below.

A. Conservation of Energy:

The steps taken by the Company for utilising alternate source of energy:

• Installation of Variable Frequency Drives (VFD) to reduce the power consumption of old machines and replacing the inefficient equipments with latest energy efficient technology and upgradation of equipments.

• The machines are upgraded with servo drives to reduce power consumption.

• Mould and machine downtime are maintained through scheduled preventive maintenance and predictive maintenance techniques.

• Replacement of conventional pumps with power saving pumps.

• Infra-red heaters are installed for power efficiency and reduced heat emission.

• Installation of energy efficient equipments has resulted into lower units of power consumption per kg production of finished products.

• Replacement of higher HP motor with energy efficient HP motor and replacement of CFL with LED lights.

• Replacement of old water pump to advanced technology pump with variable frequency speed drive.

• Shift wise power consumption monitoring done for better energy consumption.

B. Technology Absorption, Adaptation and Innovation:

• Improving the output/ input ratio to gain maximum finished products from per kg raw material.

• Modify the mould and dies to improve the cycle time to get higher production from the same machine.

• To modify the process parameters to improve the quality.

• No significant expenditure on Research and Development.

• Installation of robots to increase the output and reduce manpower.

Benefits derived from the above:

• Increased output and labour saving.

• Knowledge and skills sharing across Company and taking initiatives for benchmarking the best practices.

• Fast and efficient production.

C. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings: '' 855.37 lakhs Foreign Exchange Outgo: '' 413.33 lakhs Other disclosures

Pursuant to the provisions of Companies (Accounts) Rules, 2014, the Company affirms that for the year ended 31^st March, 2025:

• There are no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy code, 2016, before the National Company Law Tribunal or any other Court.

• There was no instance of one settlement with any bank or financial institution. Acknowledgement

Your Directors place on record their appreciation for employees at all levels who have contributed to the growth and performance of your Company.

Your Directors also thank the clients, vendors, bankers, members and advisors of the Company for their continued support.

Your Directors also thank the Central and State Government and other statutory authorities for their continued support.

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Mar 31, 2024

On behalf of the Board of Directors, it is our pleasure to present the 77^thAnnual Report together with the Audited Statement of Accounts of Bright Brothers Limited ("the Company") for the year ended 31^st March, 2024.

Financial Performance:

('' in Lakhs)

	Standalone		Consolidated
Particulars	Year Ended 31st March, 2024	Year Ended 31st March, 2023	Year Ended 31st March, 2024	Year Ended 31st March, 2023
Net Sales and Operating Income	24,460.05	20,673.60	24,466.78	20,673.60
Less: Expenses	23,376.44	20,549.91	23,540.36	20,585.74
Operating Profit	1,083.61	123.69	926.42	87.86
Add: Other Income	162.13	182.46	156.34	182.46
Profit before Depreciation, Finance Cost and Tax	1,245.74	306.15	1,082.76	270.32
Less: Finance Costs	656.85	378.82	657.66	378.84
Less: Depreciation and amortization expenses	891.68	580.64	894.83	580.64
Profit/(Loss) before tax	(302.79)	(653.31)	(469.73)	(689.16)
Add/ Less: Exceptional items	0	0	0	0
Less: Tax expense	6.87	(311.10)	6.87	(311.10)
Profit/(Loss) after tax	(309.66)	(342.21)	(476.60)	(378.06)
Other comprehensive income	36.33	0.20	35.73	(0.98)
Total Comprehensive Income/(Loss)	(273.33)	(342.01)	(440.87)	(379.04)

Summary of Financial Operations

The Standalone Financial Performance provides details on revenue and expenditure of Bright Brothers Limited during the period under review i.e. the financial year (FY) 2023-24, whereas, the Consolidated Financial Performance includes the details on expenditure incurred by the wholly-owned subsidiary (WOS) namely, Bright Brothers LLC in the state of Delaware, United States of America. During the period under review, there is no corresponding revenue generation in the WOS.

Standalone Financial Summary

On a standalone basis, the revenue from operations was '' 24,460.05 lakhs in the FY 2023-24 as against '' 20,673.60 lakhs in the previous year. The Profit before Depreciation, Finance Cost and Tax for the year ended 31^st March, 2024 was recorded at '' 1,245.74 lakhs as against Profit of '' 306.15 lakhs in the previous year.

Consolidated Financial Summary

On a consolidated basis, the revenue from operations was '' 24,466.78 lakhs in the FY 2023-24 as against '' 20,673.60 lakhs in the previous year. During the year, no revenue was generated by the WOS as the WOS had not begun its commercial production. Therefore, the Profit before Depreciation, Finance Cost and Tax for the year ended 31^st March, 2024 was recorded at '' 1,082.76 lakhs as against Profit of '' 270.32 lakhs in the previous year.

Capital Expenditure

During the year under review, on a standalone basis, the Company has spent '' 1,996.07 lakhs towards capital expenditure. This mainly comprises of capital expenditure incurred by the Company for setting up new manufacturing units in India, installation of plant and machinery, etc.

The Year in Retrospect/ Brief description of Company''s working during the year

During the year under review, the Company commenced commercial production of its manufacturing units set up at Hosur (Tamil Nadu) and Pune (Maharashtra) in the months of April, 2023 and November, 2023.

The details of business undertaken by every division of the Company during the year is provided below:

i. Manufacturing and paint shop division

The Company is primarily engaged in manufacturing plastic components for the OEMs and it also manufactures Crates and Containers. During the year under review, the volume of net sales and operating income increased by '' 3,786.45 lakhs (i.e. by 18.32%) as compared to the previous year. Further, the volume of production also increased by 23.22%. By setting up new manufacturing plants at Haridwar, Hosur and Pune, the Company has expanded its production capacity, widened it''s customer base and is also manufacturing new products as per the customer''s requirements. The addition of new customers and manufacture of new products has boosted sales turnover. The Company has also ventured into the business of painting fan blades which is carried out at the paint shop located in Haridwar plant. Further, the Company is also venturing into the business of manufacturing plastic parts for automotive manufacturers.

As a part of an on-going process, the Plant Heads of all the manufacturing units take measures to improve operational efficiency, reduce cost, reduce rejections, improve profit margins, etc. During the year, the Company has installed new machineries to increase its production capacity.

In addition to the traditional injection moulding business, the Company has also ventured into composite business wherein the products are manufactured using multiple processes like Light Resin Transfer Moulding (LRTM) and Hand Lay up (HLU). The manufacturing facility for carrying out this business has been set-up at Pune plant. Since then the Company has received orders from various customers, however, their execution got delayed due to project delay at the customer''s end and Lok Sabha elections in India.

ii. Tooling division

For any manufacturing business, the Engineering Strength is a big differentiator. In our business of molding of plastic parts, the major engineering strength required, apart from plastic processing knowledge is the Tooling knowledge. The tooling division manufactures plastic injection moulds for customers. This division also provides the technical support during any new project to the customer at the design and development stage for any products from a tooling and part mass producibility aspect, which also depends a lot on the tool design. This division also helps in maintaining the tools for the running business to perform at an optimum level.

Therefore, this division is an asset which gives a comfort to any customer to even give us a plastic molding business.

iii. Haircare Division

This division is engaged in the business of sales and marketing of hair and beauty accessories under its brand named Divo, to both general and professional market. The products are used by hair stylists, fashion designers and hairdressers along with college students and young working professionals. During the FY 23-24, the division has increased the product range by adding a new range of professional products as well as expanding into environmentally friendly products. The brand has now also expanded its presence in the organized retail sector. The brand has also opened up online direct sales on its website www.divoworld.com. The brand endeavours to cater to all the age groups and have also added a few products that are exclusively for male grooming. Furthermore, this division continues to expand the business by undertaking new private-label business wherein they supply products to companies who sell them under their own brand names.

Subsidiary

During the year, Bright Brothers LLC, wholly-owned subsidiary of the Company has set up a manufacturing plant in Lena, Wisconsin, USA. The Company is expecting that the projects will materialize in the current financial year.

During the year, the Board of Directors reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Companies Act, 2013 (the Act), the Consolidated financial statements have been prepared and they form part of this Annual Report. A report on the performance and financial position of WOS has been provided in Form AOC-1 as per Section 129(2) of the Act annexed to this Report. Presently, the Company does not have a material subsidiary.

Consolidated Financial Statements (CFS)

In accordance with the provisions of the Act, Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements), 2015 ("Listing Regulations") and applicable Indian Accounting Standards ("Ind AS"), the audited CFS of the Company for the FY 2023-24, together with the Auditor''s Report forms part of this Annual Report. In accordance with Section 136 of the Act, the audited financial statements, including the CFS and related information of the Company and the separate financial statements of its Subsidiary Company, is available on the Company''s website at http://www.brightbrothers.co.in/ pdf/pdf_585.pdf. Any member desirous of inspecting or obtaining copies of the audited financial statements, including the CFS may write to the Company Secretary at [e-mail].

Outlook for the Current Financial Year 2024-25

During the FY 2023-24, the Company has created a platform for a leap forward in FY 2024-25. The businesses which were started in previous FY will realise their full potential in the current FY. The paint shop facility located at Haridwar plant has created a strong platform for the Company to cater to all the major fan brands in India. Further, the Company is also planning to supply plastic parts of Smart connected Electronic Meters and plastic kits for indoor units of split air conditioners.

During the FY 24-25, the Pune plant is set to execute railways projects for its customers and export its products to United States of America along with domestic projects from construction equipment Original Equipment Manufacturers (OEMs).

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year till the date of report

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the FY 2023-24 and the date of this report. There has been no change in the nature of business of the Company during the financial year.

Revision in financial statements and Board''s Report, if any, for the preceding financial years

There was no revision of financial statements and Board''s Report of the Company for the preceding financial years, during the year under review.

Directors and Key Managerial Personnel Board of Directors

The Company has a diverse Board and it recognises the importance of a diverse Board in its success.

i. Retirement by rotation and subsequent re-appointment

In accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Karan Bhojwani, Whole-time Director (DIN 06423542) of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. Pursuant to Listing Regulations and Secretarial Standard - 2 issued by Institute of Company Secretaries of India (ICSI), the details pertaining to re-appointment are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company.

ii. Demise of Dr. T. S. Sethurathnam, Independent Director

One of the Independent Directors of the Company, Dr. T. S. Sethurathnam (DIN: 00042704) left for heavenly abode on 10^th January, 2024. Dr. Sethurathnam was associated with the Company as a Director since 1991. During his directorship, he has provided invaluable guidance to the growth and business of the Company. He was the member of Audit Committee, Nomination and Remuneration Committee and Stakeholders'' Relationship Committee of the Company.

Key Managerial Personnel

Mr. Suresh Bhojwani, Chairman and Managing Director, Mr. Karan Bhojwani, Whole-time Director, Ms. Devika Bhojwani, Whole-time Director, Mr. Chirag Shah, Chief Financial Officer and Ms. Sonali Pednekar, Company Secretary are Key Managerial Personnel of the Company.

Transfer to Reserves

The Company does not propose to transfer any profits to its reserves and the entire amount of profit for the FY 2023-24 forms part of Retained Earnings.

Dividend

Your Directors are pleased to recommend a dividend @ 10% (i.e. Re.1 per Equity Share) on 56,80,235 Equity Shares of '' 10 each for the FY ended 31^st March, 2024. The said dividend, if approved by the members, would involve a cash outflow '' 56.80 lakhs. The dividend will be paid subject to the approval of members of the Company at the ensuing Annual General Meeting to those members whose names appear as Beneficial Owners in the list of Beneficial Owners on the record date i.e. 20^th September, 2024 furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Ltd. (CDSL) and whose names appear as a member in the Register of Members of the Company as on the record date.

As per the Income Tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. Accordingly, the Company makes the payment of the dividend after deduction of tax at source.

Share Capital

The paid-up Equity Share Capital as on 31^st March, 2024 was '' 568.02 lakhs. During the year under review, the Company has not issued any shares.

Loans, guarantees or investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes accompanying the financial statements.

Fixed Deposits

Your Company has not accepted any deposits from public and its members during the FY 2023-24. There has been no deposit which was unpaid or unclaimed as at the end of the year. There has not been any default in repayment of deposits or payment of interest thereon during the year. The Company is

holding deposits of '' 58 lakhs from its Directors as on 31^st March, 2024.

Related party transactions

All transactions entered with related parties for the year under review were on arm''s length basis and in the ordinary course of business and the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus, disclosure in AOC-2 is not required. The details of transaction are provided in Note No. 54 of the Standalone Notes to Accounts and Note No. 51 of the Consolidated Notes to Accounts. Further, there are no material related party transactions during the year under review with the Promoters, Directors and Key Managerial Personnel.

All Related Party Transactions are placed before the Audit Committee and also before the Board for approval. Omnibus approval is obtained for transactions which are repetitive in nature. A statement giving details of all the transactions entered into pursuant to omnibus approval are placed before the Audit Committee and Board for a review.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

Insurance

All the assets of the Company are fully insured against major risks.

Unsecured Loan

During the year under review, there is outstanding unsecured loan of '' 1 Crore as on 31^st March, 2024. Internal financial controls

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. The Company has appointed Internal Auditors who periodically audit the adequacy and effectiveness of the internal controls laid down by the management and suggest improvements. The Audit Committee periodically approves the audit reports, implementation of audit recommendations, if any and adequacy of internal controls. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors, the Board is of the opinion that there is an existence of proper systems to ensure compliance with the provisions of applicable laws and Company''s internal financial controls were adequate, efficient and effective during financial year 2023-24.

Significant and material orders passed by the Regulators

During the year under review, no significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations.

Directors'' Responsibility Statement

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have 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 the 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 this 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) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

Management Discussion and Analysis

Management Discussion and Analysis of the financial conditions and result of operations of the Company for the period under review as required under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report.

Corporate Governance

A separate report on Corporate Governance is annexed to this Report.

As required by Schedule V of the Listing Regulations, the Auditor''s Certificate on Corporate Governance received from our statutory auditor forms part of this Annual Report.

Meetings of the Board and its Committees

During the year 2023-24, the Board met four times on 24^th May 2023, 9^th August 2023, 10^th November, 2023 and 2^nd February, 2024. The gap between two meetings did not exceed 120 days. The details of the Board meetings and various Committee meetings have been mentioned in the Report of Corporate Governance annexed to this Report.

Committees

As on 31^st March, 2024, the Board has 3 Committees namely, Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. During the year, all recommendations of the Committees of the Board have been accepted by the Board.

A detailed note on the composition of the Board and its Committees, meetings held during the year and its terms of reference is provided in the Corporate Governance Report forming part of this Annual Report. The composition and terms of reference of all the Committees of the Board of Directors of the Company is in line with the provisions of the Act and the Listing Regulations.

Corporate Social Responsibility

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year in the format prescribed in the Companies (CSR Policy) Rules, 2014 is annexed to this Report. The Policy is available on Company''s website at URL: http://www.brightbrothers.co.in/pdf/pdf_455.pdf

As per the amendment in Rule 3 of the Companies (Corporate Social Responsibility) Rules, 2014, the Company was not obligated to spend towards CSR in the FY 2023-24.

Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013, the Annual Return in Form MGT-7 as on 31^st March, 2024, is available on Company''s website at www.brightbrothers.co.in.

Statutory Auditors

M/s. GMJ & Co, Chartered Accountants (Firm Registration No. 103429W) were appointed as the Statutory Auditors of the Company for a period of five years at the Annual General Meeting (AGM) of the Company held on 24^th August, 2022, to hold office from the conclusion of the 75^th AGM till the conclusion of the 80^th AGM to be held in the year 2027.

Report of the Statutory Auditors and Notes to Financial Statements

The Report of the Statutory Auditors alongwith notes to Schedules is enclosed to this report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

The observations made in the Auditor''s Report are self-explanatory and therefore, do not call for any further comments. There are no instances of fraud reported by the Auditors.

Cost Audit

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company needs to conduct a Cost Audit for the financial year ending on 31^st March, 2025.

The Board of Directors, on recommendation of the Audit Committee, has appointed M/s. S. R. Singh & Co., Cost Accountants, Registration no. 003403 as Cost Auditor to audit the cost accounts of the Company for the financial year 2024-25 at a remuneration of '' 2,50,000/- plus tax as applicable and reimbursement of out of pocket expenses. As required under Companies Act, 2013, a resolution seeking members'' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening Annual General Meeting.

The Cost Audit Report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark.

Secretarial Audit

In terms of Section 204 of the Act and Rules made there under, Ms. Purnima Shetty, Practicing Company Secretary (Registration no. FCS-9089, COP-14933) has been appointed Secretarial Auditor of the Company. The report of the Secretarial Auditor for the financial year 2023-24 is enclosed herewith.

The Report is self-explanatory and does not call for any further comments. It does not contain any qualification, reservation or adverse remark.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the FY 2023-24 for all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Ms. Purnima Shetty, Practicing Company Secretary has been submitted to the Stock Exchange and is annexed to this Report.

Whistle Blower Policy

Pursuant to the requirement of the Act, the Company has approved its Whistle Blower Policy which is also called as vigil mechanism. It is uploaded on website of the Company.

This mechanism enables Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy.

Risk Management Policy

The Company has developed and implemented the Risk Management Policy.

The Company considers ongoing risk management to be a core component of the Management of the Company and understands that the Company''s ability to identify and address risk is central to achieving its corporate objectives.

The policy is in compliance with Listing Regulations and provisions of the Companies Act, 2013 which requires the Company to lay down procedures about risk assessment and risk minimization.

Declaration by Independent Directors

Mr. Anil Kumar Bhandari, Mr. Kuchimanchi Viswanath and Mr. Indru Advani are Independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, the Independent Directors fulfil the conditions specified in Section 149 of the Act and the Rules made thereunder and Regulations 16(1)(b) of Listing Regulations about their status as Independent Directors of the Company. Further, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and also the Code of Conduct for Directors and senior management personnel formulated by the Company.

The Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs,Manesar (''IICA'') as required under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

There has been no change in the circumstances affecting their status as Independent Directors of the Company. During the year under review, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Company.

Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

Company''s Policy on Appointment and Remuneration

The objective of Remuneration Policy is to attract, motivate and retain qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognizing interest of stakeholders. The Board''s approved policy is available on the website of the Company at http://www.brightbrothers. co.in/pdf/pdf_388.pdf

Formal Annual Evaluation by the Board of its own performance and that of its Committees and individual Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees. The evaluation process inter alia considers attendance of Directors at Board and Committee meetings, participation at meetings, domain knowledge, cohesion at the Board''s meetings, awareness, observance of governance, etc.

The Board carried out performance evaluation of the Board, Board committees, individual Directors and Chairperson.

Familiarisation programme

The Company has put in place an induction and familiarization programme for all its Directors including the Independent Directors. The familiarization programme for Independent Directors in terms of provisions of Regulation 46(2) of Listing Regulations is uploaded on the website of the Company (Link: https://www.brightbrothers.co.in/pdf/pdf_586.pdf). Further, the business and operations of the Company are informed to the Independent Directors in detail during every Board Meeting of the Company.

Transfer of Unclaimed dividend and underlying shares to Investor Education and Protection Fund (IEPF)

In accordance with the applicable provisions of Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund ) Rules, 2016 ("IEPF Rules"), all unclaimed dividends are required to be transferred by the Company to the IEPF, after completion of seven (7) years. Further, according to IEPF Rules, the shares on which dividend has not been claimed by the members for seven (7) consecutive years or more shall be transferred to the demat account of the IEPF Authority. During the financial year 2023-24, the Company had transferred '' 2,98,154/- to IEPF as unclaimed dividend relating to financial year 2015-16. Further, the Company has transferred 6,820 equity shares of the Company to IEPF as the members had not claimed dividend on those shares for the consecutive period of seven years.

The details of total amount lying in Unpaid Dividend Account of the Company and the date on which it is due for transfer is provided below:

Sr.	Dividend for financial year	Amount ('' in lakhs)	Due for transfer to the Fund after the following date
No.		As on 31st March, 2024
1	2016-17	3.10	16/09/2024
2	2017-18	2.10	29/10/2025
3	2018-19	1.73	19/09/2026
4	2019-20	2.22	15/04/2027
5	2020-21	2.46	03/11/2028
6	2021-22	4.26	30/09/2029
7	2022-23	0.85	22/10/2030

Pursuant to the provisions of IEPF Rules, the Company has filed the necessary forms and uploaded the aforesaid details on IEPF website (www.iepf.gov.in) and these details are also available under "Download -> Investors" Section on the Website of the Company viz. www.brightbrothers.co.in.

Members are requested to claim the dividend(s), which have remained unclaimed/unpaid, by sending a written request to the Company at [e-mail] or to the Company''s Registrar and Transfer Agent Link Intime India Pvt. Ltd. at [e-mail] or at their address at Link Intime India Pvt. Ltd., C 101, Embassy 247, L.B.S.Marg, Vikhroli (West), Mumbai - 400083.

Equity shares in Unclaimed Suspense Account under Regulation 39 and Schedule VI of Listing Regulations

The details of Equity shares in Unclaimed Suspense Account under Regulation 39 and Schedule VI of Listing Regulations are as follows:

Description	No. of records	No. of Equity Shares of '' 10/- each
No. of shareholders and outstanding shares at the beginning of the year	3	200
No. of shareholder''s request received for transfer of shares during the year	NIL	—
No. of shareholders to whom shares transferred during the year	NIL	—
No. of members and shares transferred to IEPF Account	NIL	—
No. of members and outstanding shares at the end of the year	3	200

The voting rights on the above shares shall remain frozen till the rightful owner of such shares claims the shares.

Compliance with Secretarial Standards issued by the Institute of Company Secretaries of India

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors, General Meetings and Dividend.

Particulars of Employees

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report.

None of the employees of the Company is falling under the criteria as set out in Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 regarding remuneration.

Human Resources (HR)

Your Company has consistently championed a workplace culture which aims at providing conducive environment for employees that fosters innovation. Your Company acknowledges its employees as the cornerstone of its success and is committed to promoting a respectful and secure workplace, vital for nurturing a diverse and innovative workforce.

Your Company exemplifies efficient, innovative and holistic HR practices aimed at managing a diverse workforce. By prioritizing employee welfare, fostering innovation, ensuring legal compliance and supporting sustainability, the Company sets a benchmark for modern HR practices in the industrial sector. Through these efforts, your Company continues to cultivate a vibrant and forward-thinking workplace that values employee well-being and contributions, ultimately driving the Company''s success and growth.

Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company has formulated a policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. It has also formulated Internal Complaints Committee under the Act. During the year under review, no complaints were filed under the said Act.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The details as required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are provided below.

A. Conservation of Energy:

The steps taken by the Company for utilising alternate source of energy:

• Continuous monitoring and awareness amongst employees has helped to avoid wastage of energy. Various investments in reducing the consumption of energy has helped the Company to reduce the overall power consumption.

• Continuous study and analysis for energy conservation, installation of energy efficient equipments has resulted into lower units of power consumption per kg production of finished products.

• Installation of Variable Frequency Drives (VFD) to reduce the power consumption of old machines and replacing the inefficient equipments with latest energy efficient technology and upgradation of equipments.

• Monitoring the energy parameters such as maximum demand, power factor, load factor, TOD tariff utilisation on regular basis.

• Installation of servo drives in injection moulding machines to reduce power consumption and energy efficient pump for cooling tower.

• Replacement of higher HP motor with energy efficient HP motor and replacement of CFL with LED lights.

• Replacement of old water pump to advanced technology pump with variable frequency speed drive.

• Increasing the awareness of energy saving within the organisation to avoid wastage of energy.

• Installation of solar panels.

• Servo drives used in machine hydraulic system for reducing power consumption.

• Power consumed for processing the material (unit/kg ) reduced drastically, by optimising process, reducing rejection, increasing machine output etc.

• Shift wise power consumption monitoring done for better energy consumption.

B. Technology Absorption, Adaptation and Innovation:

• Improving the output/ input ratio to gain maximum finished products from per kg raw material.

• Modify the mould and dies to improve the cycle time to get higher production from the same machine.

• To modify the process parameters to improve the quality.

• No significant expenditure on Research and Development.

• Installation of robots to increase the output and reduce manpower.

Benefits derived from the above:

• Increased output and labour saving.

• Knowledge and skills sharing across Company and taking initiatives for benchmarking the best practices.

• Fast and efficient production.

C. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings: '' Nil Foreign Exchange Outgo: '' 258.55 lakhs

Other disclosures

Pursuant to the provisions of Companies (Accounts) Rules, 2014, the Company affirms that for the year ended 31^st March, 2024:

• There are no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy code, 2016, before the National Company Law Tribunal or any other Court.

• There was no instance of on-time settlement with any bank or financial institution. Acknowledgement

Your Directors place on record their appreciation for employees at all levels who have contributed to the growth and performance of your Company.

Your Directors also thank the clients, vendors, bankers, members and advisors of the Company for their continued support.

Your Directors also thank the Central and State Government and other statutory authorities for their continued support.

For and on behalf of the Board, BRIGHT BROTHERS LIMITED

Suresh Bhojwani Chairman & Managing Director DIN: 00032966

Place : Mumbai Date : 13^th May, 2024

---

Mar 31, 2018

Dear Shareholders (Members),

On behalf of the Board of Directors, it is our pleasure to present the 71st Annual Report together with the Audited Statement of Accounts of Bright Brothers Limited ("the Company") for the year ended 31st March, 2018.

Financial Performance:

(Rs. in Lakhs)

Particulars	Year Ended 31st March, 2018	Year Ended 31st March, 2017
Net Sales and Operating Income	21,697.23	18,353.47
Less: Expenses	20,559.98	17,581.80
Operating Profit	1,137.25	771.67
Add: Other income	103.15	163.13
Profit before Depreciation, Finance Cost and Tax	1,240.40	934.80
Finance costs	581.19	448.18
Depreciation and amortization expenses	545.93	485.80
Profit before tax	113.28	0.82
Less: Tax expenses	(7.08)	27.00
Profit/(Loss) after tax	120.36	(26.18)
Other comprehensive income	10.99	—
Total Comprehensive Income	131.35	(26.18)

Summary of Operations:

The total operational income of your company for the year ended 31st March, 2018 stood at Rs.21,697.23 lakhs as against Rs.18,353.47 lakhs in the previous year resulting in an increase of Rs.3,343.76 lakhs as compared to the previous year.

The Operating Profit before Depreciation, Finance Cost and Tax for the year ended 31st March, 2018 amounted to Rs.1,240.40 lakhs as against Rs.934.80 lakhs in the previous year.

The Year in Retrospect

The year 2017-18 has been remarkable for India''s global image as a promising investment destination. Moody''s Investor Service upgraded India''s sovereign credit rating to Baa2. These improvements in rankings have been a result of various reform measures undertaken by the Government such as Goods and Services Tax (GST), Insolvency and Bankruptcy Code (IBC), Demonetization, progress in Aadhaar enrollment and announcement of the Government''s decision for recapitalization of public sector banks.

A country''s international ranking and sovereign ratings are used by investors not only to ascertain its macroeconomic health and investment climate, but also to instill confidence in its economy. In terms of the ''Ease of Doing Business,'' India emerged in the top 100 countries, an improvement of 30 places. This improvement was attributed to the changes brought about by the sustained business reforms undertaken over the course of the year.

India''s GDP grew 7.2% in the third quarter, surpassing expectations and wresting back the mantle of fastest growing economy especially in manufacturing, construction and agricultural sector. The revival theme was backed up by core sector growth, which picked up pace in January following an uptick in sectors including cement, electricity, coal, refinery products and steel, indicating a strong start to the last quarter of FY18. Manufacturing grew 8.1% in the third quarter and is projected to expand at 5.1% for the full year, compared with 7.9% growth in FY17, indicating that factories and companies have come to terms with GST, which was put in place on July 1.

India is witnessing structural shifts at multiple levels and across various sectors. It is not only transitioning from an informal to a formal economy, but also from a cash to a digital economy and an offline to an online one. Due to this, the economy may experience short-term pains, but in the long run, it stands to gain.

Outlook for the current year

The confidence in the Indian economy has increased substantially because of the policy measures of the Government and Central Bank. Going forward, several significant developments in the recent period augur well for growth prospects. Firstly, capital raised from the primary capital market has increased significantly after several years of sluggish activity. The capital raised has been deployed to set up new projects and it will add to the demand in the short run and boost the growth potential of the economy over the medium-term. Secondly, the improvement in the ease of doing business ranking should help sustain foreign direct investment in the economy. Lastly, large distressed borrowers are being referenced to the Insolvency and Bankruptcy Code (IBC) and public-sector banks are being recapitalised. The upcoming year will be a year of growth, which has been rightly endorsed by the World Bank. According to the World Bank, when compared to other emerging economies, India has an "enormous growth potential" with the implementation of comprehensive reforms.

The manufacturing sector also recorded the strongest improvement in business activity as new orders picked up supported by the reduction in GST rates and strong demand conditions. Apart from investing in new product development, manufacturers are moving to product service offering. Efforts are on in forming multi-national partnerships, alliances and joint ventures in order to secure FDI, benefit from advanced technologies, and improve productivity through factory automation.

Industrial manufacturing is a major growth sector for the Indian economy with diverse companies including those engaged in manufacturing of machinery and equipment, electrical and metal products, cement, building and construction material, rubber and plastic products and automation technology products.

Manufacturing has emerged as one of the high growth sectors in India. Prime Minister of India, Mr. Narendra Modi, had launched the ''Make in India'' program to place India on the world map as a manufacturing hub and give global recognition to the Indian economy. India is expected to become the fifth largest manufacturing country in the world by the end of year 2020.

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year till the date of report

There is no material event that has occurred from the end of the financial year till the date of the Directors'' Report.

Dividend and Reserves

Your Directors are pleased to recommend a dividend of Rs.2 per Equity Share on 56,80,235 Equity Shares of Rs.10 each for the financial year ended 31st March, 2018. The said dividend, if approved by the members, would involve a cash outflow Rs.136.95 lakhs comprising of Rs.113.60 lakhs as dividend and Rs.23.35 lakhs as tax on dividend.

The dividend will be paid subject to the approval of shareholders at the forthcoming Annual General Meeting to those shareholders whose names appear on the Register of Members of the Company as on the specified date.

Share Capital

The paid up Equity Share Capital as on 31st March, 2018 was Rs.567.60 lakhs. During the year, the Company has not issued any shares.

Loans, guarantees or investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes accompanying the financial statements.

Fixed Deposits

Your Company has not accepted any deposits from public and its members. There has been no deposit which was unpaid or unclaimed as at the end of the year. There has not been any default in repayment of deposits or payment of interest thereon during the year. The Company is holding deposits of Rs.263 lakhs from its Directors and Rs.135.80 lakhs from its members as on 31st March, 2018.

Related party transactions

All transactions entered with related parties for the year under review were on arm''s length basis and in the ordinary course of business and the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus, disclosure in AOC-2 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors, and Key Managerial Personnel.

All Related Party Transactions are placed before the Audit Committee as also before the Board for approval. Omnibus approval was obtained for transactions which are repetitive in nature. A statement giving details of all the transactions entered into pursuant to omnibus approval are placed before the Audit Committee and Board for a review.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

Insurance

All the assets of the Company are fully insured against major risks.

Unsecured Loan

The Company has obtained unsecured loan from Smt. Hira T. Bhojwani, Whole Time Director to meet the short term requirements of the company. The total outstanding loan as on 31st March, 2018 is Rs.210 lakhs.

Internal financial controls

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. The Company has appointed Internal Auditors who periodically audit the adequacy and effectiveness of the internal controls laid down by the management and suggest improvements. The Audit Committee periodically approves the audit reports, implementation of audit recommendations, if any and adequacy of internal controls.

Significant and material orders passed by the Regulators

During the year under review, no significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations.

Directors'' Responsibility Statement

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have 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 the 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 this 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) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

Management Discussion and Analysis

Management Discussion and Analysis of the financial conditions and result of operations of the Company for the period under review as required under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in a separate statement in the Annual Report as Annexure I.

Corporate Governance

A separate report on Corporate Governance is set out in Annexure II.

Meetings of the Board and its Committees

The details of the Board meetings and various Committee meetings have been mentioned in the Report of Corporate Governance annexed as Annexure II.

Extract of Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the annual return in the form of MGT-9 is annexed as Annexure III.

Report of the Statutory Auditors and Notes to Financial Statements

At the 70th Annual General Meeting held on 10th August, 2017, the members had appointed M/s. Desai Saksena & Associates, Chartered Accountants as Statutory Auditors of the Company from the conclusion of the 70th Annual General Meeting till the conclusion of the 75th Annual General Meeting. As per the Companies (Amendment) Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

Further, the Report of the Statutory Auditors alongwith notes to Schedules is enclosed to this report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. The observations made in the Auditor''s Report are self-explanatory and therefore, do not call for any further comments.

Cost Audit

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company needs to conduct a Cost Audit for the financial year ending on 31st March, 2019.

The Board of Directors, on recommendation of the Audit Committee, has appointed M/s. S. R. Singh & Co., Cost Accountants, as Cost Auditor to audit the cost accounts of the Company for the financial year 2018-19 at a remuneration of '' 1,50,000 plus tax as applicable and reimbursement of out of pocket expenses. As required under Companies Act, 2013, a resolution seeking members'' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening Annual General Meeting.

Secretarial Audit

In terms of Section 204 of the Act and Rules made there under, M/s. Kiran Golla & Associates, Practicing Company Secretary have been appointed Secretarial Auditor of the Company. The report of the Secretarial Auditor for the financial year 2017-18 is enclosed as Annexure IV to this report.

The Report is self-explanatory and does not call for any further comments.

Whistle Blower Policy

Pursuant to the requirement of the Act, the Company has approved its Whistle Blower Policy which is also called as vigil mechanism. It is uploaded on website of the company.

This mechanism enables directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy.

Risk Management Policy

The Company has developed and implemented the Risk Management Policy.

The Company considers ongoing risk management to be a core component of the management of the Company and understands that the Company''s ability to identify and address risk is central to achieving its corporate objectives.

The policy is in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 hereinafter referred to as "Listing Regulations" and provisions of the Companies Act, 2013 which requires the Company to lay down procedures about risk assessment and risk minimization.

Directors and Key Managerial Personnel

Mr. Suresh Bhojwani, Chairman and Managing Director of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

During the year under review, Mrs. Sarita Magar resigned as the Company Secretary and Compliance Officer of the Company and Mrs. Sonali Pednekar was appointed in her place with effect from 14th February, 2018.

Declaration by Independent Directors

Mr. K. P. Rao, Dr. T. S. Sethurathnam and Mr. Byram Jeejeebhoy are independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in Section 149 of the Act and the Rules made thereunder and Regulations 16(1)(b) of Listing Regulations about their status as Independent Directors of the Company.

Company''s Policy on Appointment and Remuneration

The objective of Remuneration Policy is to attract, motivate and retain qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognizing interest of stakeholders.

Formal Annual Evaluation by the Board of its own performance and that of its Committees and individual Directors

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees. The evaluation process inter alia considers attendance of Directors at Board and Committee meetings, participation at meetings, domain knowledge, cohesion the Board''s meetings, awareness and observance of governance, etc.

The Board carried out performance evaluation of the Board, Board committees, Individual Directors and Chairperson.

Familiarisation programme

The Company has put in place an induction and familiarization programme for all its directors including the Independent Directors. The familiarization programme for Independent Directors in terms of provisions of Regulation 46(2)(1) of Listing Regulations is uploaded on the website of the Company.

Transfer of Unclaimed dividend and underlying shares to Investor Education and Protection Fund

During the year, your Company has transferred the dividend lying unpaid or unclaimed for a period of seven years and the underlying shares to the Investor Education and Protection Fund (IEPF).

Pursuant to the provisions of the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has filed the necessary forms and uploaded the aforesaid details on IEPF website (www.iepf.gov.in).

Particulars of Employees

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure forming part of the Annual Report.

Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary.

None of the employees of the Company is falling under the criteria as set out in Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 regarding remuneration.

Human Resources

Your Company treats its "human resources" as one of its most important assets.

Your Company is focused on the promotion of talent internally through job rotation and job enlargement.

Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company has formulated a policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaints were filed under the said Act.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information given as required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

A. Conservation of Energy:

Continuous monitoring and awareness amongst employees has helped to avoid wastage of energy. Various investments in reducing the consumption of energy has helped the Company to reduce the overall power consumption.

Continuous study and analysis for energy conservation, installation of energy efficient equipments has resulted into lower units of power consumption per kg production of finished products. Energy Conservation measures taken:

- Installation of Variable Frequency Drives (VFD) to reduce the power consumption of old machines.

- Energy efficient pump for cooling tower.

- Installation of servo drives in injection moulding machines to reduce power consumption.

- Replacement of higher HP motor with lower HP motor.

- Replacement of CFL with LED lights.

B. Technology Absorption, Adaptation and Innovation:

NOT APPLICABLE

C. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings: Nil

Foreign Exchange Outgo: Rs.61.12 lakhs

Acknowledgement

Your Directors place on record their appreciation for employees at all levels who have contributed to the growth and performance of your Company.

Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support.

Your Directors also thank the Central and State Government and other statutory authorities for their continued support.

For and on behalf of the Board,

BRIGHT BROTHERS LIMITED

Suresh Bhojwani

Chairman & Managing Director

DIN 00032966

Place : Mumbai

Date : 29th May, 2018

---

Mar 31, 2017

Dear Shareholders,

On behalf of the Board of Directors, it is our pleasure to present the 70th Annual Report together with the Audited Statement of Accounts of Bright Brothers Limited ("the Company") for the year ended 31st March, 2017.

Financial Performance:

(Rs. in Lakhs)

Particulars	Year Ended 31st March, 2017	Year Ended 31st March, 2016
Net Sales and Operating Income	18,353.47	15,441.56
Less: Expenses	17,581.79	15,262.53
Operating Profit	771.68	179.03
Add: Other Income	176.62	137.91
Financial Costs	448.18	405.90
Depreciation	485.80	498.20
Profit/(loss) before tax	14.32	(587.16)
Less: Tax Related to Earlier Years	2.06	1.89
Profit/(loss) after tax	12.26	(589.05)
Balance Profit of previous year	403.06	1128.84
Distributable profit	415.32	539.79
APPROPRIATIONS:
Proposed Dividend	113.60	113.60
Tax on Dividend	23.13	23.13
Balance Carried to Balance Sheet	278.59	403.06

Summary of Operations:

The total operational income for the year ended 31st March, 2017 stood at Rs.18,353.47 lakhs as against Rs.15,441.56 lakhs in the previous year resulting in an increase of Rs.2,911.91 lakhs as compared to the previous year.

The Operating Profit before Depreciation, Finance Cost and Tax for the year ended 31st March, 2017 amounted to Rs.771.68 lakhs as against Rs.179.03 lakhs in the previous year.

The Year in Retrospect

In 2016, global growth is projected to slow to 3.1% which reflects a more subdued outlook for advanced economies following the U.K. vote in favour of leaving the European Union (Brexit) and weaker than expected growth in United States. These developments have put a downward pressure on global interest rates and hence, monetary policy is now expected to remain accommodative for some time.

The Government of India announced demonetisation of high denomination bank notes of Rs.1,000 and Rs.500, with effect on 8th November, 2016, in order to eliminate black money and the growing menace of fake Indian currency notes, thereby creating opportunities for improvement in economic growth.

GDP figures for Q3 FY 2016 astonished on the upside, showing no significant slowdown from the government''s demonetization. The data for the fourth quarter is positive: industrial production rebounded in January and the PMIs rose in February.

Indian markets recorded a modest growth of 1.95 to 3 per cent (Sensex was up by 1.95 per cent while Nifty was higher by 3 per cent) for the calendar year 2016 as compared to losses registered in 2015. For the first time since the meltdown of 2008, Net Foreign Portfolio Investments (FPI) have turned negative led by an increase in the US Fed rate by the Federal Reserve leading to outflows from several emerging market economies.

Outlook for the current year

Global economic activity is picking up with a long-awaited cyclical recovery in investment, manufacturing, and trade. World growth is expected to rise from 3.1 percent in 2016 to 3.5 percent in 2017 and 3.6 percent in 2018. Stronger activity, expectations of more robust global demand, reduced deflationary pressures and optimistic financial markets are all upside developments. But structural impediments to a stronger recovery and a balance of risks that remains tilted to the downside, especially over the medium term, remain important challenges. Overall, there is a need for credible strategies in advanced economies, emerging markets and developing ones to tackle a number of common challenges in an integrated global economy.

Numerous foreign companies are setting up their facilities in India on account of various government initiatives which aim to boost the manufacturing sector of the Indian economy to increase the purchasing power of the average Indian consumer which would further boost demand and hence, spur development in addition to benefiting investors. The Government of India under the Make in India initiative, is trying to give a boost to the contribution made by the manufacturing sector and aims to take it up to 25 per cent of the GDP from the current 17 per cent.

Industrial production growth lost steam in April and the PMIs pointed in different directions in May. However, household consumption is on the mend as the impact of demonetization fades and a healthy monsoon is seen supporting rural spending. The sweeping GST reform appears set to be rolled out on 1st July, simplifying India''s array of indirect taxes to four rates - 5%, 12%, 18% and 28%. While the reform is seen largely as positive in the long run, it is uncertain if many firms in the country are prepared for the transition and the implementation could disrupt activity temporarily.

Your Company has aimed at increasing capacity to cater to the customer demand and is making sustained efforts to utilize the increased capacity and improve sales which is expected to give better result in the year 2017-18.

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year till the date of report.

There is no material event that has occurred from the end of the financial year till the date of the Directors'' Report.

Dividend and Reserves:

Your Directors are pleased to recommend a dividend of Rs.2 per Equity Share on 56,80,235 Equity Shares of '' 10 each for the financial year ended 31st March, 2017. The said dividend, if approved by the members, would involve a cash outflow Rs.136.73 lakhs comprising of Rs.113.60 lakhs as dividend and Rs.23.13 lakhs as tax on dividend.

The dividend will be paid subject to the approval of shareholders at the forthcoming Annual General Meeting to those shareholders whose names appear on the Register of Members of the Company as on the specified date.

During the year under review, no amount was transferred to General Reserves.

Share Capital:

The paid up Equity Share Capital as on 31st March, 2017 was Rs.567.60 lakhs.

During the year, the Company has not issued any shares.

Loans, guarantees or investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes accompanying the financial statements.

Fixed Deposits:

Your Company has not accepted any deposits from public.

However, the Company has deposits accepted from its members.

There has been no deposit which was unpaid or unclaimed as at the end of the year.

There has not been any default in repayment of deposits or payment of interest thereon during the year. The Company is holding deposits of Rs.1,35,80,000/- accepted from members as at the end of the year.

Related party transactions:

All transactions entered with related parties for the year under review were on arm''s length basis and in the ordinary course of business and the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus, disclosure in AOC-2 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors, and Key Managerial Personnel.

All Related Party Transactions are placed before the Audit Committee as also before the Board for approval. Omnibus approval was obtained for transactions which are repetitive in nature. A statement giving details of all the transactions entered into pursuant to omnibus approval are placed before the Audit Committee and Board for a review.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company. None of the Directors has any pecuniary relationships or transactions vis-a vis the Company.

Insurance:

All the assets of the Company are fully insured against major risks.

Internal financial controls:

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

Significant and material orders passed by the Regulators:

During the year under review, no significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations.

Directors'' Responsibility Statement:

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have 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 the 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 this 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) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

Management Discussion and Analysis:

Management Discussion and Analysis of the financial conditions and result of operations of the Company for the period under review as required under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in a separate statement in the Annual Report as Annexure I.

Corporate Governance:

A separate report on Corporate Governance is set out in Annexure II.

Extract of Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the annual return in the form of MGT - 9 is annexed as Annexure III.

Meetings of the Board and its Committees:

The details of the Board meetings and various Committee meetings have been mentioned in the Report of Corporate Governance annexed as Annexure II.

Report of the Statutory Auditors and Notes to Financial Statements:

In the 67th Annual General Meeting held on 4th September, 2014, M/s. Desai Saksena & Associates, Chartered Accountants have been appointed as Statutory Auditors of the Company from the conclusion of the 67th Annual General Meeting till the conclusion of the 70th Annual General Meeting. Your Board intends to re-appoint M/s. Desai Saksena & Associates, Chartered Accountants for a further term of 5 years from the conclusion of this Annual General Meeting till the conclusion of 75th Annual General Meeting subject to ratification of their appointment at every Annual General Meeting.

Further, the Report of the Statutory Auditors along with notes to Schedules is enclosed to this report. The observations made in the Auditor''s Report are self-explanatory and therefore, do not call for any further comments.

Cost Audit:

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company needs to conduct a Cost Audit for the financial year ending on 31st March, 2018.

The Board of Directors, on recommendation of the Audit Committee, has appointed M/s. S. R. Singh & Co., Cost Accountants, as Cost Auditor to audit the cost accounts of the Company for the financial year 2017-18 at a remuneration of '' 1,50,000/- plus tax as applicable and reimbursement of out of pocket expenses. As required under Companies Act, 2013, a resolution seeking members'' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening Annual General Meeting.

Secretarial Audit:

In terms of Section 204 of the Act and Rules made there under, M/s. Kiran Golla & Associates, Practicing Company Secretary have been appointed Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure IV to this report.

The Report is self-explanatory and does not call for any further comments.

Whistle Blower Policy:

Pursuant to the requirement of the Act, the Company has approved its Whistle Blower Policy. This is also called a vigil mechanism.

This mechanism enables directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy.

Risk Management Policy:

The Company has developed and implemented the Risk Management Policy.

The Company considers ongoing risk management to be a core component of the management of the Company and understands that the Company''s ability to identify and address risk is central to achieving its corporate objectives.

The policy is in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Companies Act, 2013 which requires the Company to lay down procedures about risk assessment and risk minimization.

Directors and Key Managerial Personnel:

Smt. Hira Bhojwani, Whole Time Director of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible, offers herself for re-appointment.

Declaration by Independent Directors:

Mr. K. P. Rao, Dr. T. S. Sethurathnam and Mr. Byram Jeejeebhoy are independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in Section 149 of the Act and the Rules made there under about their status as Independent Directors of the Company.

Company''s Policy on Appointment and Remuneration:

The objective of Remuneration Policy is to attract, motivate and retain qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognizing interest of stakeholders.

Formal Annual Evaluation by the Board of its own performance and that of its Committees and individual Directors:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. Accordingly, Board evaluated its own performance.

The performance evaluation of Independent Directors was also completed considering the same criteria. The performance evaluation of the Chairman and Non-independent Directors was carried out by the Independent Directors in their seperate meeting conducted during the year.

The Board of Directors expressed their satisfaction with the evaluation process.

Transfer of Amounts to Investor Education and Protection Fund:

During the year, your Company has transferred funds lying unpaid or unclaimed for a period of seven years to the Investor Education and Protection Fund (IEPF).

Pursuant to the provisions of the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company as on 3rd August, 2016 (the date of previous Annual General Meeting) with the Ministry of Corporate Affairs.

Particulars of Employees:

None of the employees of the Company is falling under the criteria of remuneration as set out in Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure forming part of the Annual Report.

Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary.

Human Resources:

Your Company treats its human resources as one of its most important assets.

Your Company is focused on the promotion of talent internally through job rotation and job enlargement.

Prevention, Prohibition and Redressal of Sexual Harassment at Workplace:

Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

Information given as required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

A. Conservation of Energy:

Continuous monitoring and awareness amongst employees has helped to avoid wastage of energy. Various investments in reducing the consumption of energy has helped the Company to reduce the overall power consumption.

Continuous study and analysis for energy conservation, installation of energy efficient equipments has resulted into lower units of power consumption per kg production of finished products. Energy Conservation measures taken:

- Energy efficient pump for cooling tower.

- Installation of servo drives in injection moulding machines to reduce power consumption.

- Replacement of higher HP motor with lower HP motor.

- Replacement of CFL with LED lights.

B. Technology Absorption, Adaptation and Innovation:

NOT APPLICABLE

C. Foreign Exchange Earnings and Outgo:

The particulars of foreign exchange utilized during the year are given in Clause a, b and c of Note No. 35 of Notes accompanying the financial statements.

Acknowledgement:

Your Directors place on record their appreciation for employees at all levels who have contributed to the growth and performance of your Company.

Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support.

Your Directors also thank the Central and State Government and other statutory authorities for their continued support.

For and on behalf of the Board,

BRIGHT BROTHERS LIMITED

Suresh Bhojwani

Chairman & Managing Director

DIN 00032966

Place : Mumbai

Date : 8th May, 2017

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Mar 31, 2016

Dear Shareholders,

On behalf of the Board of Directors, it is our pleasure to present the 69th Annual Report together with the Audited Statement of Accounts of Bright Brothers Limited ("the Company") for the year ended 31st March, 2016.

Financial Performance:

(Rs. in Lakhs)

Particulars	Year Ended 31st March, 2016	Year Ended 31st March, 2015
Net Sales and Operating Income	15,441.56	16,242.22
Less: Expenses	15,262.53	15,707.54
Operating Profit	179.03	534.68
Add: Other Income	137.91	232.46
Financial Costs	405.90	441.18
Depreciation	498.20	464.36
Profit/(loss) before tax	(587.16)	(138.40)
Less: Tax Related to Earlier Years	1.89	(2.68)
Profit/(loss) after tax	(589.05)	(135.72)
Balance Profit of previous year	1,128.84	1,400.87
Distributable profit	539.79	1,265.15
APPROPRIATIONS:
Proposed Dividend	113.60	113.60
Tax on Dividend	23.13	22.71
Balance Carried to Balance Sheet	403.06	1,128.84

Summary of Operations:

The total operational income for the year ended 31st March, 2016 stood at Rs. 15,441.56 lakhs as against Rs. 16,242.22 lakhs in the previous year resulting in a decrease of Rs. 800.66 lakhs as compared to the previous year.

The Operating Profit before Depreciation, Finance Cost and Tax for the year ended 31st March, 2016 amounted to Rs. 179.03 lakhs as against Rs. 534.68 lakhs in the previous year showing a decrease of 66.52% due to changes in the product mix, pricing, increase in operating costs and provisions.

The Year in Retrospect:

In 2015, global economic activity remained subdued. Growth in emerging markets and developing economies, while still accounting for over 70% of global growth, declined for the fifth consecutive year.

Three key transitions continue to influence the global outlook:

(1) The gradual slowdown and rebalancing of economic activity in China away from investment and manufacturing towards consumption and services;

(2) Lower prices for energy and other commodities; and

(3) A gradual tightening in monetary policy in the United States in the context of a resilient U.S. recovery as several other major advanced economy central banks continue to ease monetary policy.

Outlook for the current year:

In the midst of a weak global economy and the crash of the Chinese stock market, India''s economic growth rate has eclipsed all others. The Indian economic outlook for 2016 is bright relative to the global economy with businesses expressing enormous faith in the economic policies of the NDA government.

Notwithstanding delays in domestic policy reforms, "India''s economy is slowly gaining momentum, with an expected GDP growth of 7.3% and 7.5% in 2016 and 2017, respectively. Despite some delays in domestic policy reforms and enduring fragilities in the banking system, investment demand is supported by the monetary easing cycle, rising FDI and government efforts towards infrastructure investments and public-private partnerships."

Your Company has been making sustained efforts to improve sales and capacity utilisation which is expected to give better results in the next financial year.

Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year till the date of report:

There is no material event that has occurred from the end of the financial year till the date of the Director''s Report.

Dividend and Reserves:

Your Directors are pleased to recommend a dividend of Rs. 2 per Equity Share on 56,80,235 Equity Shares of Rs. 10 each for the financial year ended 31st March, 2016. The said dividend, if approved by the members, would involve a cash outflow Rs. 136.73 lakhs comprising of Rs. 113.60 lakhs as dividend and Rs. 23.13 lakhs as tax on dividend.

The dividend will be paid subject to the approval of shareholders at the forthcoming Annual General Meeting to those Shareholders whose names appear on the Register of Members of the Company as on the specified date.

During the year under review, no amount was transferred to General Reserves.

Share Capital:

The paid up Equity Share Capital as on 31st March, 2016 was Rs. 567.60 lakhs. During the year, the Company has not issued any shares.

Loans, guarantees or investments:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes accompanying the financial statements.

Fixed Deposits:

Your Company has not accepted any deposits from public.

However, the Company has deposits accepted from its members.

There has been no deposit which was unpaid or unclaimed as at the end of the year.

There has not been any default in repayment of deposits or payment of interest thereon during the year. The Company is holding deposits of Rs. 1,37,80,000/- accepted from members as at the end of the year.

Related party transactions:

All transactions entered with related parties for the year under review were on arm''s length basis and in the ordinary course of business and the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus, disclosure in AOC-2 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors, and Key Managerial Personnel.

All Related Party Transactions are placed before the Audit Committee as also before the Board for approval. Omnibus approval was obtained for transactions which are repetitive in nature. A statement giving details of all the transactions entered into pursuant to omnibus approval are placed before the Audit Committee and Board for their review.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company. None of the Directors have any pecuniary relationships or transactions vis-a vis the Company.

Insurance:

All the assets of the Company are fully insured against major risks.

Internal financial controls:

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

Significant and material orders passed by the regulators:

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations.

Director''s Responsibility Statement:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have 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 the 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 this 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) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

Management Discussion and Analysis:

Management Discussion and Analysis of the financial conditions and result of operations of the Company for the period under review as required under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is given in a separate statement in the Annual Report in Annexure I.

Corporate Governance:

A separate report on Corporate Governance is set out in Annexure II.

Extract of Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013 (''the Act'') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the annual return is annexed as Annexure III.

Meetings of the Board and its Committees:

The details of the Board meetings and various Committee meetings have been mentioned in the Report of Corporate Governance annexed as Annexure II.

Report of the Statutory Auditors and Notes to Financial Statements:

In the 67th Annual General Meeting held on 4th September, 2014, M/s. Desai Saksena & Associates, Chartered Accountants (FRN: 102358W) have been appointed as Statutory Auditors of the Company to hold office from the conclusion of the 67th Annual General Meeting till the conclusion of the 70th Annual General Meeting. Ratification for appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting.

Further, the report of the Statutory Auditors along with notes to Schedules is enclosed to this report. The observations made in the Auditor''s Report are self-explanatory and therefore, do not call for any further comments.

Cost Audit:

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost records and Audit) Rules, 2014 as amended from time to time, your Company needs to conduct a Cost Audit for the financial year ending on 31st March, 2017.

The Board of Directors, on recommendation of the Audit Committee, has appointed M/s. S. R. Singh & Co., Cost Accountants, as Cost Auditor to audit the cost accounts of the Company for the financial year 2016-17 at a remuneration of Rs. 1,50,000/- plus service tax as applicable and reimbursement of out of pocket expenses. As required under Companies Act, 2013, a resolution seeking members approval for the remuneration payable to the Cost Auditor forms part of the Notice convening Annual General Meeting.

Secretarial Audit:

In terms of Section 204 of the Act and Rules made there under, M/s. Kiran Golla & Associates, Practicing Company Secretary have been appointed Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure IV to this report.

The report is self-explanatory and does not call for any further comments:

Report under Regulation 30(1) and 30(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 have been submitted in the old format.

Whistle Blower Policy:

Pursuant to the requirement of the Act, the Company has approved its Whistle Blower Policy. This is also called a vigil mechanism.

This mechanism enables directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct or ethics policy.

Risk Management Policy:

The Company has developed and implemented the Risk Management Policy.

The Company considers ongoing risk management to be a core component of the Management of the Company and understands that the Company''s ability to identify and address risk is central to achieving its corporate objectives.

The policy is in compliance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Companies Act, 2013 which requires the Company to lay down procedures about risk assessment and risk minimization.

Directors and Key Managerial Personnel:

Mr. Suresh Bhojwani, Whole Time Director of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

Smt. Hira T. Bhojwani was appointed as Whole-time Director- Commercial in the 65th Annual General Meeting of the Company held on 3rd August, 2012 for a term of 3 (three) years. Her term of office expires on 31st March, 2016. Pursuant to the recommendations of the Nomination & Remuneration

Committee and subject to the approval of the Shareholders, Smt. Hira T. Bhojwani was re-appointed by the Board of Directors at its meeting held on 19th May, 2016 for a further period of 3 (three) years w.e.f 1st April, 2016.

The resolution seeking approval of members for re-appointment of Directors is incorporated in the notice of Annual General Meeting of the Company along with the brief details about them.

Mr. Chirag Shah - Senior General Manager (Finance & Accounts) has been appointed as Chief Financial Officer of the Company w.e.f. 1st June, 2015 and Ms. Sarita Magar has been appointed as Company Secretary & Compliance Officer w.e.f. 24th July, 2015.

Declaration by Independent Directors:

Mr. K. P. Rao, Dr. T. S. Sethurathnam and Mr. Byram Jeejeebhoy are Independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in section 149 of the Act and the Rules made there under about their status as Independent Directors of the Company.

Company''s Policy on Appointment and Remuneration:

The objective of remuneration policy is to attract, motivate and retain qualified and expert individuals that the Company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognizing interest of stakeholders.

Formal Annual Evaluation by the Board of its own performance and that of its Committees and individual Directors:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a structured questionnaire was prepared after taking into consideration the various aspects of the Board''s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of Independent directors was completed. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Separate meeting of Independent Directors was conducted during the year.

Transfer of Amounts to Investor Education and Protection Fund:

During the year, your Company has transferred funds lying unpaid or unclaimed for a period of seven years to the Investor Education and Protection Fund (IEPF).

Pursuant to the provisions of the Investor Education Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has filed the necessary form and uploaded the details of unpaid and unclaimed amounts lying with the Company as on 16th September, 2015 (the date of previous Annual General Meeting), with the Ministry of Corporate Affairs.

Particulars of Employees:

None of the employees of the Company is falling under the criteria as set out in Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 regarding remuneration.

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure forming part of the Annual Report.

Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary.

Human Resources:

Your Company treats its "human resources" as one of its most important assets.

Your Company is focused on the promotion of talent internally through job rotation and job enlargement.

Prevention, Prohibition and Redressal of Sexual Harassment at Workplace:

Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

Information given as required under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

A. Conservation of Energy:

Continuous monitoring and awareness amongst employees has helped to avoid wastage of energy. Various investments in reducing the consumption of energy has helped the Company to reduce the overall power consumption.

Continuous study and analysis for energy conservation, installation of energy efficient equipments has resulted into lower units of power consumption per kg production of finished products. Energy Conservation measures taken:

- Installation of Variable Frequency Drives (VFD) to reduce the power consumption of old machines.

- Energy efficient pump for cooling tower.

- Installation of servo drives in injection moulding machines to reduce power consumption.

- Replacement of higher HP motor with lower HP motor.

- Replacement of CFL with LED lights.

B. Technology Absorption, Adaptation and Innovation:

NOT APPLICABLE

C. Foreign Exchange Earnings and Outgo:

The particulars of foreign exchange utilized during the year are given in Clause a, b and c of Note No. 34 of Notes accompanying the financial statements.

Acknowledgement:

Your Directors place on record their appreciation for employees at all levels who have contributed to the growth and performance of your Company.

Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support.

Your Directors also thank the Central and State Government and other Statutory authorities for their continued support.

For and on behalf of the Board,

BRIGHT BROTHERS LIMITED

Suresh Bhojwani

Chairman & Managing Director

DIN 00032966

Place : Mumbai

Date : 19th May, 2016

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Mar 31, 2014

Dear members,

The Directors are pleased to present the 67th Annual Report together with the Audited Financial Statement for the year ended 31st March, 2014.

Financial Highlights:

The financial performance for the year ended 31st March, 2014 vis-a-vis performance for the previous year ended 31st March, 2013 is as under:

Particulars (Rs. in Lakhs) Year Ended Year Ended March-2014 March-2013

Net Sales and Operating Income 14982.53 14712.59

Less: Expenses 14229.39 14160.27

Operating Profit 753.14 552.32

Add: Other Income 175.47 334.27

Financial Costs 461.10 471.46

Depreciation 457.40 448.42

Profit for the Year 10.11 (33.29)

Less: Tax Related to Earlier 252.76 (43.58) Years Refund/(Expenses)

Profit / (Loss) After Tax 262.87 (76.87)

Balance of Profit of 1270.02 1478.92 previous year

Distributable profit 1532.89 1402.04

APPROPRIATIONS :

Proposed Dividend 113.60 113.60

Tax on Dividend 18.43 18.43

Balance Carried to 1400.87 1270.02 Balance Sheet

Operating Results:

The total operational income for the year ended 31st March, 2014 stood at Rs. 14982.53 lakhs as against Rs. 14712.59 lakhs in the previous year resulting in an increase of Rs. 269.94 lakhs (1.83%) as compared to the previous year.

The Operating Profit before Depreciation, Finance Cost and Tax for the year ended March 31, 2014 amounted to Rs. 753.14 lakhs as against Rs. 552.32 lakhs in the previous year showing an increase of 36%. Due to reduction in other income, the Profit for the year under review has shown a marginal increase compared to the previous year.

The Year in Reprospect:

During the period under review, the Country''s external trade has been impacted by slower than expected recovery in the developed markets. On the other hand, high inflation has impacted domestic consumption. India''s economy continued to face serious domestic as well as external challenges. The decline in the GDP growth rate as also in industrial activity and investments continued. Apart from overall growth slippage, inflation remained a major concern leading to higher input cost, thus putting pressure on margins. The Current Account Deficit is likely to be lower due to a steep reduction in gold imports, stable oil prices, increased exports in the second half of the year and a major reduction in Government expenditure. However, the Fiscal account deficit is still likely to be 4.5% of the GDP, which is a major threat to the economy. The major factors which have led to the above situation include policy paralysis/executional bottlenecks and a rise in oil, coal and gold imports.

Indian Industry has been in turmoil over the past few years. Bureaucratic hurdles to industrial projects such as delays in grant of approval, a down beat business environment due to slow policy reforms and a restrictive monetary policy have contributed to a collapse in investments, thus dragging down economic growth to its lowest level in a decade.

Factors like higher interest rates which have reduced consumer spending, reduction in expenditure, hawkish stand by RBI towards inflation have resulted in a negative growth in the Consumer Durable Industry. For the Indian economy, bringing down inflation without hurting growth remains a major challenge.

Outlook for the Current Year:

According to NCAER, India''s economic growth is likely to accelerate to 5.6% while Asian Development Bank projected India''s GDP growth rate at 5.5% for 2014-15 depending upon its ability to implement structural changes. The global economy has shown signs of recovery with improved financial conditions. The US is expected to emerge as the key growth driver with the EUROZONE turning the corner and with Japan initializing liberal financial policies. Due to this, it is expected that global growth will be higher at 3.9% compared to 3.7% in the previous year.

With an expected turnaround in developed economies, a stable Government at the Centre and considering the competitive position of the rupee, it is expected that exports of goods and services will increase.

However, during 2014-15 India faces the threat of a bad monsoon which in turn can strengthen inflation and dampen the growth spirit.

Dividend:

Your Directors are pleased to recommend a dividend of Rs. 2/- per Equity Share for the year ended 31st March, 2014 on 56,80,235 Equity Shares of Rs. 10/- each. The said Dividend, if approved by the Members, would involve a cash outflow of Rs. 132.03 lakhs comprising of Rs. 113.60 lakhs as dividend and Rs. 18.43 lakhs as tax on dividend which is at par with the previous year.

The dividend will be paid subject to the approval of shareholders at the forthcoming Annual General Meeting to those shareholders whose names appear on the Register of Members of the Company as on the specified date.

Fixed Deposits:

The Company has accepted fixed deposits from Directors and relatives of Directors under the Companies Act, 1956. The Company has not accepted any public deposits. There were no outstanding dues on account of principal and interest of fixed deposits as at the end of the year. The Company proposes to invite and accept fixed deposits from the shareholders in accordance with Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014. Attention of the Members is invited to the Item No. 9 in the Notice of the Annual General Meeting and the Explanatory Statement thereto.

Directorate:

Terms of appointment of Mr. Suresh Bhojwani, Managing Director of the Company expires on 31st January, 2015. Pursuant to the provisions of Section 196 and Section 197 of the Companies Act, 2013, the necessary resolution seeking the re-appointment and approving remuneration is placed before the Members in the Annual General Meeting for your approval.

During this Annual General Meeting, it is proposed to confirm the appointment of all the Independent Directors to bring their appointment in tune with the provisions of the Companies Act, 2013.

At present, your Company has 3 (Three) Non-executive Directors who are Independent Directors pursuant to the provisions of Clause 49 of the Listing Agreement. Pursuant to Section 149(4) of the Companies Act, 2013, every listed Company shall have one third of its total strength of the

Board of Directors as Independent Directors. Based on the present Composition of the Board of Directors and the number of Independent Directors, the Company complies with this requirement.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 (Section 257 of the Companies Act, 1956) three (3) Non executive Directors will be seeking an appointment as Independent Directors at the ensuing Annual General Meeting. Consequent to appointment as Directors, they will occupy the position of Independent Directors.

The Company has, pursuant to the provisions of Clause 49 of Listing Agreement entered into with Stock Exchange appointed Mr. K. P. Rao, Dr. T. S. Sethurathnam and Mr. Byram Jeejeebhoy as Independent Directors of the Company. The Company has received declarations from the said Independent Directors confirming that they meet the criteria prescribed both under Section 149(6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement.

In accordance with the provisions of Section 149(4) and proviso to Section 152(5) of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold office for a period of five consecutive years.

Corporate Governance:

A separate report on Corporate Governance is set out in Annexure III.

Management Discussion and Analysis:

Management discussion and analysis of the financial conditions and result of operations of the Company for the period under review as required under Clause 49 of the Listing Agreement with Stock Exchange is given in a separate statement in the Annual Report in Annexure II.

Insurance:

All the assets of the Company are fully insured against major risks.

Directors'' Responsibility Statement:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representation received from operative Management, confirm that:

(a) in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable Accounting Standards have 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 as on 31st March, 2014 and of the profit or 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 Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) the Directors have prepared the annual accounts of the Company on a going concern basis.

Auditors:

At the ensuing Annual General Meeting, Members will be required to appoint Auditors for the financial year 2014-15. M/s Desai & Saksena, Chartered Accountants, the existing Auditor have furnished a certificate that if re-appointed for the financial year 2014-15, their re-appointment will be in accordance with Section 139 of the Companies Act, 2013.

The Board recommends their re-appointment. Members are requested to consider their re-appointment as Auditors of the Company for the current financial year and authorize the Board of Directors to fix their remuneration.

Secretarial Audit:

As required under Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is required to appoint a Secretarial Auditor for auditing the secretarial and related record of the Company as prescribed under Companies Act, 2013 and to provide a report in this regard.

M/s. Kiran Martin Golla & Associates is appointed as Secretarial Auditor of the Company by the Board of Directors of the Company at its meeting held on 30th May, 2014 to carry out the necessary audit as required under the Companies Act, 2013.

Cost Audit:

The Ministry of Corporate Affairs, Cost Audit Branch, Government of India has issued an Order on 24th January 2012. In terms of this order, Companies whose shares are listed on the Stock Exchange or whose turnover is more than Rs. 100 crores in the immediately preceding financial year and engaged in specific industries are required to have the Cost Accounting records audited by a Cost Accountant or a firm of Cost Accountants effective 1st April, 2012.

Accordingly, the Board at their meeting held on 30th May, 2014 had on the recommendation of Audit committee appointed M/s. S. R. Singh & Co., Mumbai as Cost Auditors of the Company. They will audit the cost records for the year 2014-15.

The Company has filed the Cost Audit Report for the year 2012-13 with the Ministry of Corporate Affairs on 29th October, 2013.

Particulars of Employees:

There is no employee covered under Section 217(2A) of the Companies Act, 2013, read with the Companies (Particulars of Employees) Rules, 1975.

Companies Act, 2013:

The Companies Act, 2013 has become effective from April 1, 2014 and the rules relating to the Act were made effective subsequently. As per clarification given by Ministry of Corporate Affairs, the Board''s Report and the Financial Statement of the Company were prepared as per the provisions of Companies Act, 1956.

Other Information:

The particulars relating to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be given pursuant to Section 217(1)(e) of the Companies Act 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

Acknowledgements:

Your Directors would like to express their appreciation towards the contribution made by the employees at all levels and for their dedication and commitment to the Company. The Directors also acknowledge and are grateful to its customers, members, suppliers, bankers, business partners and Central and State Governments for their valuable support and co-operation. The Directors specially thank the shareholders for the confidence reposed by them in the Company.

For and on behalf of the Board of Directors SURESH BHOJWANI Chairman & Managing Director

Place : Mumbai Date : 30th May, 2014

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Mar 31, 2013

To, The Members,

The Directors are pleased to present the 66th Annual Report with the audited accounts for the year ended 31st March, 2013.

The Year in Reprospect:

The year under review was a challenging year; the Indian economy continued to face serious domestic as well as external challenges. The decline in the growth rate of Gross Domestic Product (GDP), as also in industrial activity and investments, continued. Apart from overall growth slippage, inflation remained a major concern leading to higher input cost, putting pressure on margins. The Fiscal Deficit is likely to be lower due to reduction in the oil subsidy and reduction in Government Expenditure. However, the Current Account Deficit is likely to be 5.2% of the GDP, which is a major threat to the economy. The major factors which have led to the above situation includes policy and executional bottlenecks, rise in oil, coal and gold imports, deceleration of export and profit repatriation surge by MNC''s.

Indian industry has been in turmoil over the past few years. Bureaucratic hurdles to industrial projects such as delays in grant of approval, a down beat business environment due to slow policy reforms, and a restrictive monetary policy have contributed to a collapse in investment dragging down economic growth to its lowest level in a decade.

Factors like higher interest rates, reduction in rural spending by Government, high inflation and lower discretionary spending have resulted in negative growth in the Consumer Durable Industry. For the Indian economy, bringing down inflation without hurting growth remains a major challenge.

Outlook for the Current Year:

With Government pursuing fiscal consolidation, non food inflation pressures are finally moderating. With the expected reduction in interest rates by RBI, it is expected that growth will bounce back and the economy will achieve the growth rate of 6% in the year 2013-14.

Financial Performance:

A snapshot of your Company''s financial performance for the year ended 31st March, 2013 vis-a-vis performance for the previous year ended 31st March, 2012 is as under:

(Rs.n Lakhs)

Particulars Year Ended Year Ended March-2013 March-2012

Net sales and operating income 14712.59 12044.03

Less: Expenses 14160.27 11466.37

Earning before depreciation and finance costs 552.32 577.66

Other non-operational Income 334.27 358.23

Finance costs 471.46 312.60

Depreciation and amortization expenses 448.42 326.84

Profit/(loss) before tax (33.29) 296.45

Tax expenses (43.58) 67.34

Profit/(loss) after tax (76.87) 229.11

Profit brought forward from previous Years 1478.92 1401.84 Profit available for appropriation 1402.05 1630.95

APPROPRIATIONS:

General reserve 20.00

Proposed dividend 113.60 113.60

Corporate tax on dividend 18.43 18.43

Balance carried forward 1270.02 1478.92

Dividend:

The Board of Directors have recommended a dividend of Rs. 2/- per Equity Share for the year ended 31st March, 2013 on 56,80,235 Equity Shares of Rs. 10/- each subject to the approval of the members at the ensuing Annual General Meeting even in the absence of profit for the year, from and out of the balance available in Profit & Loss account for appropriation both as an investor friendly measure and to reflect a measure of confidence in the future. The said Dividend, if approved by the Members, would involve a cash flow of Rs. 132.03 lakhs including tax on dividend. (PY Rs. 132.03 lakhs).

Operational and Financial Highlights:

The operational and financial working of the Company and units are discussed in detail in the Management Discussion and Analysis forming part of this report.

Fixed Deposit:

The Company has no unpaid/unclaimed deposits on 31st March, 2013. The amount of fixed deposits held by the Company as on 31st March, 2013 was Rs. 291.30 lakhs of which Rs. 154.90 lakhs are from Directors.

Directorate:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Dr. T S. Sethurathnam, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The brief resume of the Director and other connected information have been detailed in the notice convening this Annual General Meeting. The Board recommends his appointment as a Director of the Company.

Corporate Governance:

A separate report on Corporate Governance is set out in Annexure II.

Insurance:

All the assets of the Company are fully insured against major risks.

Directors'' Responsibility Statement:

The Directors, based on the representation received from the operating management and in accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, hereby confirm that:

(a) in the preparation of the annual accounts for the year ended 31st March, 2013, the applicable Accounting Standards have been followed and that there are no material departures from the same.

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at 31st March, 2013 and of the loss of the Company for year ended on that date.

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) the Directors have prepared the annual accounts of the Company on a "going concern basis".

Auditors:

M/s. Desai Saksena and Associates, Chartered Accountants, hold office until the conclusion of ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a letter from the Auditors to the effect that their re-appointment, if made, would be within the prescribed limit under Section 224(1B) of the Companies Act, 1956 and is not disqualified for re-appointment within the meaning of Section 226 of the said Act.

The Board recommends their re-appointment.

Cost Audit:

The Ministry of Corporate Affairs, Cost Audit Branch, Government of India has issued an Order on 24th January, 2012. In terms of this order, Companies whose shares are listed on the Stock Exchange or whose turnover is more than Rs. 100 crs in the immediately preceding financial year and engaged in specific industries are required to have the cost accounting records audited by a Cost Accountant or a firm of Cost Accountants effective 1st April, 2012.

Accordingly the Board at their meeting held on 31st May, 2013 had on the recommendation of Audit Committee appointed M/s. S. R. Singh & Company, Mumbai as Cost Auditors. They will audit the cost records for the year 2013-14.

Particulars of Employees:

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the name and other particulars of the employees are set out in the annexure to the Directors'' Report. Having regard to the provision of Sections 219(l)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company and other entitled thereto. Any member interested in obtaining a copy of the statement may write to the Company Secretary at Registered Office of the Company.

Other Information:

The particulars relating to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo required to be given pursuant to Section 217(l)(e) of the Companies Act 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

Acknowledgements:

Your Directors would like to express their appreciation of the contribution made by the employees at all levels and for their dedication and commitment to the Company The Directors also acknowledge and are grateful to its customers, members, suppliers, bankers, business partners and Central and State Governments for their valuable support and co-operation. The Directors specially thank the shareholders for the confidence reposed by them in the Company.

On behalf of the Board of Directors,

For Bright Brothers Ltd.

SURESH BHOJWANI

Chairman & Managing Director

Place : Mumbai

Date : 31st May, 2013

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Mar 31, 2012

The Board of Directors have great pleasure in presenting to you the 65th Annual Report on the business and operations of your Company together with the Audited statement of accounts for the year ended 31st March, 2012.

Financial Performance:

(Rs in Lakhs)

Particulars Year Ended Year Ended

March-2012 March-2011

Net Sales and Operating Income 12004.07 12739.22

Less: Expenses 11439.40 12013.71

Operating Profit 564.68 725.52

Add: Other Non-operational Income 373.15 378.91

Earning Before Interest, Depreciation and Taxes 937.83 1104.43

Financial Expenses 312.60 326.55

Depreciation 326.84 277.71

Profit Before Tax 298.39 500.16

Tax Expenses 69.28 346.21

Profit After Tax 229.11 153.95

Balance brought forward from previous year 1401.84 1395.36

Balance available for Appropriation 1630.95 1549.31 Apropriations:

Transfer to General Reserve 20.00 15.00

Proposed Dividend on Equity Shares 113.60 113.60

Tax on Dividend 18.43 18.87

Profit & Loss balance carried forward to balance sheet 1478.92 1401.84

Dividend:

Your Directors are pleased to recommend a dividend of Rs 2/- per equity share for the year ended 31st March, 2012 on 56,80,235 equity shares of Rs 10/- each subject to the approval of the members at the ensuing Annual General Meeting. The said Dividend, if approved by the Members, would involve a cash flow of Rs 132.03 lakhs including tax on dividend, as against Rs 132.47 lakhs for the previous year.

Operational & Financial Highlights:

The operational working of the Company and units are discussed in detail in the Management Discussion and Analysis forming part of this report.

The turnover of the Company has shown a marginal decrease of 5.76% in value terms but in volume terms it has shown a 15% reduction. The Company operations suffered due to fire at Faridabad Unit in the month of April-2011 which has resulted in loss of capacity. In addition to this, the Refrigerator business has declined during the year by 15% due to a demand slump. These two factors have resulted in lower turnover and volume growth. The operational profit during the year has reduced by 22% due to higher operational costs.

Fixed Deposit:

The Company has no unpaid/unclaimed deposits on 31st March, 2012. The amount of fixed deposits held by the Company as on 31st March, 2012 was Rs 322.15 lakhs of which Rs 144.90 lakhs are from Directors.

Directorate:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. K.R Rao, Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment.

Corporate Governance:

A separate report on Corporate Governance is set out in Annexure II.

Insurance:

During the year, the Insurance Company has settled the claim on account of fire in respect of our Faridabad plant. The loss on account of Stock was Rs 32 lakhs whereas in case of Fixed Assets the Company has received an excess amount over WDV of Rs 38 lakhs.

All the assets of the Company are fully insured against major risks.

Directors' Responsibility Statement:

Pursuant to Section 217(2A) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there is no material departure.

(b) Appropriate accounting polices have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Annual Accounts have been prepared on a going concern basis.

Auditors:

The retiring Auditors M/s. Dhody & Associates, Chartered Accountants, (Firm Regn. No. 003837C) have informed the Company that they do not wish to seek reappointment as Auditor at the ensuing Annual General Meeting. The Board of Directors of the Company on the recommendation of the Audit Committee, at its meeting held on 24th May, 2012 proposed the appointment of M/s. Desai Saxena & Associates, Chartered Accountants (Firm Regn. No. 102358W), Mumbai, as Statutory Auditors for the year 2012-13 in place of retiring auditors.

Cost Auditor:

The Ministry of Corporate Affairs, Cost Audit Branch, Government of India has issued an Order on 24th January 2012. In terms of this order, Companies whose shares are listed on the Stock Exchange or whose turnover is more than Rs 100 crs in the immediately preceding financial year and engaged in specific industries are required to have the Cost accounting records audited by a Cost Accountant or a firm of Cost Accountants effective 1st April, 2012.

Accordingly the Board at their meeting held on 24th May, 2012, had on the recommendation of Audit committee of directors appointed M/s. Gangan & Company, Mumbai as Cost Auditors. They will audit the cost records for the year 2012-13.

Particulars of Employees:

During the year, there were no employees, who drew remuneration more than the limits specified under the provisions of Section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees), Rules 1975, as amended.

Other Information:

The particulars relating to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be given pursuant to Section 217(l)(e) of the Companies Act 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

Acknowledgements:

The Board of Directors wishes to express its gratitude and sincere appreciation for the commitment and dedicated efforts put in by all the employees of the Company in achieving the results of the Company. The Directors also acknowledge and are grateful to its customers, members, suppliers, bankers, business partners and Central and State Governments for their continued support and confidence in the performance of the Company. The Directors specially thank the shareholders for the confidence reposed by them in the Company.

For and on behalf of the Board

SURESH BHOJWANI

Chairman & Managing Director

Place : Mumbai Date : 24th May 2012

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Mar 31, 2011

The Members,

The Directors have great pleasure in presenting to you the 64th Annual Report together with Audited statement of Financial Accounts for the financial year ended 31st March 2011.

Financial Performance:

(? in Lakhs)

Particulars Year Ended Year Ended

March-2011 March-2010

Net Sales and Operating Income 12739.22 9892.16

Less: Expenses 12013.70 9458.01

Operating Profit 725.52 434.15

Add: Other Income 378.91 341.27 Profit Before Interest, Depreciation and Taxes 1104.43 775.42

Financial Expenses 326.55 272.04

Depreciation 277.71 197.98

Profit Before Tax 500.16 305.39

Less: Provision for tax (Including Deferred Tax) 80.22 20.00

Wealth Tax 2.00 2.23

Tax for prior period 263.99 -

Profit After Tax 153.95 283.16

Balance brought forward from previous years 1395.36 1266.02

Adjustments for prior period - (2.95)

Balance available for Appropriation 1549.32 1546.23

Appropriations :

Transfer to General Reserve 15.00 15.00

Proposed Dividend on Equity Shares 113.60 116.13

Corporate Tax on Dividend 18.86 19.74

Balance carried to Balance Sheet 1401.84 1395.36

Dividend:

Your Directors are pleased to recommend a dividend of ? 2/- per Equity share for the year ended 31st March 2011 on 56,80,235 Equity Shares of ? 10/- each subject to the approval of the Shareholders at the ensuing AGM. The Dividend payout, including tax on dividend of ? 18.86 lakhs will be ? 132.47 lakhs compared to ? 135.86 lakhs in the previous year.

Operational & Financial Highlights:

Up to third quarter of 2010-11, the Indian economy in general and Consumer Durable industry in particular has displayed growth and buoyancy but from the end of third quarter onwards the high finance cost, surging commodity prices and inflation kept the market conditions fiercely competitive and exerted relentless pressure on margins.

During the year the gross turnover has increased from ? 106.78 cr to ? 139.09 cr an increase of 30.25%. The operating profit has increased from ? 4.34 cr. to ? 7.25 cr., increase of 67%. The operational performance has improved mainly due to higher turnover, full year operation of Bhimtal unit compared to eight months operation for the previous year and better control on operational parameters.

In spite of reduction in investible surplus fund, due to higher yield from investment in Inter Corporate Deposit and units of mutual fund from third quarter onwards, the other income has increased from ? 3.41 cr. to ? 3.79 cr.

On working capital front, the Company continues to focus on the efficient management of stock and sundry debtors.

Based on the future projected requirements by our existing customers and to meet the requirements of Material handling Division, the Company has carried out major capital expansion at both the plants i.e. Faridabad and Puducherry, mainly for increasing the installed capacity and partly for replacement of old machines with a view to increase the productivity and reduce the power cost. The funding for the same has been met from a mixture of internal generation and surplus funds. This expansion will help us in reducing dependency on third party for job work and improve the responsiveness to meet the timely requirement of the customers.

Higher payout ratio of dividend and utilization of reserve for buy back of equity shares has resulted in marginal increase in free reserve by ? 27 lakhs.

Management Discussion and Analysis:

A detailed Management Discussion and Analysis of operations for the year under review, as stipulated under Clause 49(F) of the Listing Agreement with the Stock Exchange, is provided in annexure to this report.

Buy-Back of Shares:

During the year the Company completed the buyback of Equity shares on June 25, 2010, which had commenced on December 29, 2009. In the current year the Company bought back 1,26,332 shares for a sum of ? 61.02 lakhs (Excluding brokerage and other charges). On completion of the buyback process the total number of Equity shares bought back were 2,95,295 shares for ? 142 lakhs (excluding brokerage and other charges), which represented 31.55% of the total Buy-back size of ? 450 lakhs.

Fixed Deposit:

The Company has no unpaid/unclaimed deposits on 31st March 2011. The amount of fixed deposits held by the Company as on 31st March 2011 was ? 363.75 lakhs of which ? 140.45 lakhs are from Directors.

Directorate:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Mr. Byram Jeejeebhoy, Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment.

Corporate Governance:

A separate report on Corporate Governance is set out in Annexure II.

Insurance:

All the insurable interests and risks of your Company including Inventories, Buildings, Plant & Machineries and other fixed assets are adequately insured against risk of fire and other risks.

On 16th April 2011 there was a major fire at our Faridabad unit which has substantially burnt our Finished goods and Work in progress stock, physical records, Computer hardware and software and other electrical installations. The damage to plant & machinery was not substantial due to which the Company could normalize the operation within a week.

The Company has filed the claim and the Board is confident of getting substantial relief from the Insurance Company.

Directors Responsibility Statement:

Pursuant to Section 217(2A) of the Companies Act, 1956, the Directors to the best of their knowledge and belief confirm that:

(a) In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanations relating to the material departures.

(b) Appropriate accounting polices have been selected and applied consistently and have made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31st March 2011 and of the profits made by the Company for that financial year.

(c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Annual Accounts have been prepared on a going concern basis.

Auditors Report:

Under para 4 of the Auditors Report the Auditors have qualified the report in respect of Faridabad Unit for non-availability of accounting records due to fire at the unit on 16th April, 2011.

In this respect, the Board would like to state that as a result of the fire, the management could not produce the relevant vouchers and other records for verification. However, based on the Internal Audit Report for Stock Audit as on 31st March, 2011, accounting data which was available upto the date of fire and subsequent reconciliation with the parties, the management submitted the financial statements which reflect the true and fair view of the accounts of the Company. The Board assumes full responsibility for incorporating the said financial statements in the Annual Accounts.

Auditors:

The Companys Auditors, M/s. Dhody & Associates, Chartered Accountants, bearing Firm Registration No. 003837C hold office upto the conclusion of the forthcoming Annual General Meeting and being eligible are recommended for reappointment, on terms to be negotiated by the Audit Committee of the Board of Directors. They have furnished the requisite certificate that their re-appointment, if effected, will be in accordance with Sec. 224(1B) of the Companies Act, 1956

Particulars of Employees:

The Industrial relations during the year remained peaceful and cordial

As per provisions of Section 219(l)(b)(iv) of the Act, the Directors Report and Accounts are being sent to the members excluding the statement giving particulars of employees under Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975 as amended. Any Member interested in obtaining a copy of the statement may write to the Company Secretary.

Internal Control Systems:

The Company has in place adequate system of Internal Control to ensure compliance with policies and procedures. Internal Audit of all the units of the Company are regularly carried out to review the internal control systems and the Internal Audit Reports along with implementation and recommendations contained therein are constantly reviewed by the Audit Committee of the Board.

The Company has undertaken a detailed exercise to revisit its control system in technical and other non-financial area to align them properly with Management Information System. The maintenance of proper accounting records, safeguarding assets against loss and misappropriations, compliance of applicable law, rules and regulations and providing reasonable assurance against fraud will continue to remain central point of the entire control system.

Other Information:

The particulars relating to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be given pursuant to Section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

Acknowledgements:

The Board of Directors wishes to express its gratitude and sincere appreciation for the commitment and dedicated efforts put in by all the employees of the Company in achieving the results of the Company. The Directors also acknowledge and are grateful to its customers, members, suppliers, bankers, business partners and Central and State Governments for their continued support and confidence in the performance of the Company.

On behalf of the Board of Directors

SURESH BHOJWANI

Chairman & Managing Director

Place: Mumbai

Date : 8th June, 2011

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Mar 31, 2010

The Directors have pleasure in presenting their 63rd Annual Report together with Audited statement of Financial Accounts for the year ended March 31, 2010.

Financial results:

(Rs. in lakhs)

Particulars April-2009 to Jan-2008 to March-2010 March-2009 (12 months (15 months ended) ended)

Sales and Operating Income (Net) 9892.16 8865.87

Less: Expenses 9441.86 8823.44

Operating Profit 450.30 42.43

Add: Other Income 341.27 584.98

PROFIT BEFORE INTEREST, DEPRECIATION AND TAX 791.56 627.40

Financial Charges 272.04 325.54

Depreciation 197.98 160.61

PROFIT/(LOSS) BEFORE TAX 305.39 (25.05)

Less: Provision for tax (Including Deferred Tax) 20.00 444.80

Wealth Tax 2.23 --

PROFIT/(LOSS) AFTER TAX 283.16 (469.84)

Balance brought forward from previous year 1266.02 2175.69

Adjustments for prior period (2.95) --

Balance available for appropriation 1546.23 1705.84

APPROPRIATIONS:

General Reserve 15.00 200.00

Capital Redemption Reserve -- 100.00

Proposed Final Dividend on Equity Shares 116.13 119.51

Corporate Dividend Tax 19.74 20.31

Total 150.87 439.82

Balance Carried to Balance Sheet 1395.36 1266.02

Dividend:

Your Directors recommend a dividend @ 20% (Rs. 2/- per Equity share of Rs. 10/- each) for the year 2009-10 which will absorb a sum of Rs. 135.87 lakhs, together with Corporate dividend tax subject to the approval of members in the ensuing Annual General Meeting.

Operations and Financial Results:

The period under review is for twelve months compared to the fifteen months for the last year. Due to this the figures are not comparable.

During the year the Company has achieved substantial improvement both in turnover and operating profit. The operating profit has jumped from Rs. 42.43 lakhs to Rs. 450.30 lakhs during the current year. The detailed analysis of the units are given in Management Discussion and Analysis Report.

Acquisition of Bhimtal Unit:

During the year w.e.f. 2nd August, 2009, the Company acquired the water purifier component manufacturing business from M/s. Vijetha Polytek Pvt. Ltd. under slump sale basis located at Bhimtal, in the State of Uttaranchal. The investment made by the Company for this is Rs. 709.85 lakhs. The strategy behind acquisition of the said unit was to widen the product portfolio, the customer base and to deploy the funds for better yield.

The unit enjoys operational benefits due to lower overheads on account of power and personnel cost, proximity to customer and other fiscal concessions. During the year the unit achieved good turnover and profitability, which has helped in improving the performance of the Company. The tax holiday enjoyed by the unit has resulted in reducing the Income-tax liability.

Buy-Back of Shares:

During the year the Company announced Buy-back of shares from open market through Stock Exchange mechanism. Till 31st March, 2010 the Company has bought back 168963 shares out of which 133149 shares have been extinguished and the remaining shares were extinguished in the first week of April 2010. As on the date of the report the Company bought back 2,94,900 shares and has expended Rs. 141.81 lakhs (excluding brokerage and other charges), which represents 31.51% of the total Buy-back size of Rs. 450 lakhs.

Fixed Deposit:

The Company has no unpaid/unclaimed deposits on 31st March, 2010. The amount of fixed deposits held by the Company as on 31st March, 2010 was Rs. 340.50 lakhs, of which Rs. 140.55 lakhs are from Directors.

Directorate:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association, Dr. T. S. Sethurathnam, Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment.

Corporate Governance:

Your Company is fully compliant with the Corporate Governance guidelines. The Statutory Auditors of the Company have examined the requirements of Corporate Governance with reference to Clause 49 of the Listing requirements and have certified the compliance as required under SEBI guidelines. The Certificate is reproduced as Annexure to this Report.

Report on Corporate Governance as well as Management Discussion and Analysis are attached herewith and forms part of the Directors Report in compliance with Clause 49 of the listing agreement.

Secretarial Audit:

As directed by Securities and Exchange Board of India (SEBI) Secretarial Audit is being carried out at the specified periodicity by a Practicing Company Secretary. The findings of the Secretarial Audit have been satisfactory.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the requirements of Section 217(2AA) of the Companies Act, 1956, your Directors hereby state and confirm that:

1. In the preparation of the annual accounts for the year ended 31st March, 2010; the applicable accounting standards have been followed along with the proper explanation relating to material departure.

2. They have followed such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

3. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities and

4. They have prepared the annual accounts on a going concern basis.

Insurance:

All the insurable interests and risks of your Company including Inventories, Buildings, Plant & Machinery and other fixed assets are adequately insured against risk of fire and other risks.

Auditors:

M/s. Dhody & Associates, Chartered Accountants, Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and have expressed their willingness to act as Auditors of the Company, if appointed and have further confirmed that the said appointment would be in conformity with the provisions of the Section 224(1B) of the Act.

Members are requested to re-appoint M/s. Dhody & Associates, Chartered Accountants as the Auditors of the Company and authorize the Audit committee to fix their remuneration.

Industrial Relations:

During the year the industrial relations were cordial and harmonious and the management received full co-operation from the employees.

Particulars of Employees:

As per provisions of Section 219(l)(b)(iv) of the Act, the Directors Report and Accounts are being sent to the members excluding the statement giving particulars of employees under Section 217(2A) of the Companies Act, 1956 read with the Companies (particulars of employees) Rules, 1975 as amended. Any Member interested in obtaining a copy of the statement may write to the Company Secretary.

Other Information:

The particulars relating to conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo required to be given pursuant to Section 217(l)(e) of the Companies Act 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this report.

Acknowledgement:

Your Directors place on record their appreciation for the contribution of the employees at all levels and for the support of shareholders, customers, suppliers and business partners.

For and on behalf of the Board SURESH BHOJWANI

Chairman & Managing Director Place : Mumbai Date : 28th May, 2010