BRIGHTCOM GROUP LIMITED — Capital/Financing Update 2021

Jun 9, 2021

June 09, 2021

Dalal Street, Mumbai - 400001. Bandra (E), Mumbai - 400051. Scrip Code: 532368 Symbol: BCG

BSE Limited National Stock Exchange of India Limited P. J. Towers, 25th Floor, Exchange Plaza, Bandra Kurla Complex,

Dear Madam/Sir,

Sub: Outcome of the Board Meeting - Approval of Postal Ballot Notice

With reference to the notice issued on May 31, 2021 we would like to inform you that the Board of Directors of the Company at their meeting held on June 09, 2021 have approved the following:

1. Employee Stock Option Scheme namely, "Brightcom Group Employees Stock Option Scheme – 2021" and implementation of the same through the "Brightcom Group Employee Welfare and ESOP Benefit Trust" (The Trust).

To provide an interest-free loan by the Company to purchase BCG shares by the Trust from the secondary market.

The above points have to be further approved by the members of the Company through a postal ballot.

The Disclosures pursuant to SEBI Circular CIR/CFD/CMD/4/2015 dated September 09, 2015 for the issuance of securities under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached. (Annexure-I)

• 1. Approved the Postal Ballot Notice for obtaining Shareholders' approval for the proposed ESOP 2021 and ESOP Trust.
• 1. Appointment of Mr. A. Sridhar, Practicing Company Secretary as the Scrutinizer to conduct the Postal Ballot process.
• 1. Schedule of events for Postal Ballot which is as mentioned below:

Sl. No.	Activity	Date
1	e-voting start date	June 15, 2021
2	e-voting enddate	July 14, 2021
3	Scrutinizers report	On or before July 16, 2021
4	Declaration of Postal Ballot voting results	On or before July 16, 2021

The Board authorised Mr. Suresh Reddy and Mr. Bradley Cohen to represent the Company's interests in the discussions and negotiations concerning any business development, joint ventures, acquisitions, mergers and financing opportunities for and on behalf of the Company.

Request you to take the same on record and oblige.

Board Meeting commenced at 5:30 PM and concluded at 07:20 PM

Thanking you,

Yours faithfully,

For BRIGHTCOM GROUP LIMITED

Manohar Mollama Company Secretary & Compliance Officer ACS – 39254

Encl.: Information required for the above-mentioned matters in terms of Regulation 30 of the Listing Regulations are annexed as Annexure-I.

Annexure-I

Disclosure pursuant to SEBI Circular CIR/CFD/CMD/4/2015 dated 9th September, 2015 for the issuance of securities under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Sl. No.	Particulars	Remarks
1	Name of the Scheme	Brightcom Group Employees Stock OptionScheme–2021 ("ESOP 2021/the Scheme")
2	Brief details of options granted	Total number of Options to be granted undertheScheme shall not exceed5% (Fivepercent) ofthe paid-up equity capital as onMarch 31, 2021.
		The ESOP Plan would be implementedthroughtheBrightcom GroupEmployeeWelfareand ESOP BenefitTrust ("ESOPTrust"), as it is proposed that theequityshares of the Company would beacquiredfrom the secondary market
3	Whether the scheme is in terms ofSEBI(SBEB) Regulations. 2014	Yes
4	Pricing Formula	Exercise price shall not be less than theaveragemarket price at which the equityshares of theCompany are acquired by theTrust
5	Brief details of significant terms	The vesting period shall be decided by theCompensation Committee from time to timebutshall not be less than one year and morethanfour years from the grant of options
6	Provision of loan to the ESOP Trust	The Company shall make such interest freeloans from time to time, to fund the ESOPTrustwhich shall be utilized for the solepurposeof purchase of equity shares of theCompanyfrom the secondary marketthrough the stockexchange mechanism.Such loans to the ESOPTrust shall notexceed the limit of 2% (twopercent) of theaggregate of paid-up sharecapital and freereserves of the Company