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BSE Code : 526731 | NSE Symbol : BRIGHTBROS | ISIN : INE630D01010 | Industry : Plastics Products |


Directors Reports

Dear Shareholders (Members),

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

Financial Performance:

( in Lakhs)

Standalone Consolidated

Particulars

Year Ended 31st March, Year Ended 31st March, Year Ended 31st March, Year Ended 31st March,
2025 2024 2025 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.

Standalone Financial Summary:

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 31st 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 31st 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 invcom@brightbrothers.co.in.

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

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, Whole-time 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 31st 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. 18th 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 31st 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 31st 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 13th May 2024, 6th August 2024, 26th September, 2024, 10th November, 2024 and 11th 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 31st 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 75th AGM till the conclusion of the 80th 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 31st 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 thattheCompanyneedsinordertoachieveitsstrategicandoperationalobjectives,whilstacknowledging 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,astructuredquestionnairewaspreparedaftertakingintoconsideration 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 invcom@brightbrothers.co.in or to the Company's Registrar and Transfer Agent MUFG Intime India Pvt. Ltd. at rnt.helpdesk@in.mpms.mufg.com 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 31st 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.

BRIGHT BROTHERS LIMITED

Suresh Bhojwani

Chairman & Managing Director

DIN: 00032966
Place : Mumbai
Date : 10th May, 2025

   

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