The Board of Directors of the Company have great pleasure in presenting the 20^th Board’s Report of the Company
together with Audited Financial Results for the year ended March 31, 2025. This report states compliance as per the
requirements of the Companies Act, 2013 (“the Act”), the Secretarial Standards, the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and other rules
and regulations as applicable to the Company.

1. FINANCIAL PERFORMANCE:

The highlight of the financial performance of the Company for the year ended March 31, 2025 is summarized as
follows:

(Amount in lakhs')

2. BUSINESS AND FINANCIAL PERFORMANCE OVERVIEW:

BUSINESS OVERVIEW

Our Company is engaged in the business of providing advertising services offering advertising media services
consisting of Out of Home (OOH) media services. Our array of service hoardings includes Railway boards, Railway
panels, Transfer stickers, Cinema slides, Promos, full train, Bus panels, Full Bus painting, Mobile sign truck, Kiosks,
Traffic Booth, Toll Naka, Gantry and Vinyl. Apart from Out-of- Home (OOH) Advertising and providing various novel
communication solutions to clients, our Company also offers services assuring multicultural and ethnic Outdoor
Advertising campaigns that engage audiences and achieve impact, for every creative need, idea and budget. Apart
from business of providing advertising services, our Company is also engaged in real estate business which mainly
includes sale and purchase of properties and sharing the same on rental/leave and license basis.

FINANCIAL PERFORMANCE OVERVIEW

During the year under review, the Company has earned a total revenue of Rs. 12,805.12 Lakhs for the year ended
March 31, 2025 as against Rs. 10,729.97 Lakhs in the previous financial year.

The Company has recorded a profit (PBT) of Rs. 2,518.37 Lakhs for the year ended March 31, 2025 as compared to
Rs. 2,154.58 Lakhs in the previous financial year.

The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2025 stood at Rs. 1,907.50 Lakhs as compared to
Rs. 1,603.83 Lakhs in the previous financial year.

3. DIVIDEND/ TRANSFER TO RESERVES:

The Board of directors of the company recommended Dividend @5% (Rs 0.50/- paisa per equity share) for the
financial year 2024-25.

In Financial year 2024-25 the reserve maintained with the Company is Rs. 14,919.48 lakhs while in the year 2023¬
24 reserve was Rs. 13,165.76 Lakhs.

Your Company has not transferred the profits for year ended March 31, 2025 to Reserves and Surplus.

4. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENT RELATE AND THE DATE OF THIS REPORT:

i. The board of directors of the company recommended dividend @ 5% (Rs. 0.50/- paisa per equity share) for the
financial year 2024-25 subject to approval of shareholders at the ensuing Annual General Meeting of the
company.

ii. The Company has increased the Authorised Share Capital of the Company from existing Rs. 15,00,00,000 (Rupees
Fifteen Crores Only) divided into 1,50,00,000 (One Crore Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten
Only) each to Rs. 22,00,00,000/- (Rupees Twenty-Two Crores) divided into 2,20,00,000 (Two Crores Twenty
Lakhs) Equity Shares of having face value of Rs.10/- (Rupees Ten Only) pursuant to Ordinary Resolution passed
at the Extra Ordinary General Meeting of the Company held on June 30, 2025.

iii. The Company has approved the issue of 72,74,390 equity shares of Rs.10/- (Rupees Ten Only) each as bonus
issue pursuant to Special Resolution passed at the Extra Ordinary General meeting of the Company held on June
30, 2025 and also the Board of Directors of the Company at their Meeting held on July 21, 2025 approved the
allotment of 72,74,386 equity shares issued by way of Bonus Issue.

5. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the
Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time,
during the year under review.

6. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the Business of the Company during the financial year ended March 31, 2025.

7. CAPITAL STRUCTURE:

AUTHORIZED SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2025 was Rs 15,00,00,000/- divided into 1,50,00,000
shares of Rs 10/- each.

ISSUED AND PAID-UP CAPITAL

The paid-up Equity Share Capital as on March 31, 2025 was Rs. 14,54,87,800/- divided into 1,45,48,780 Shares of
Rs. 10/- each.

CHANGES IN SHARE CAPITAL:

During the year under review there has been no changes in the share capital of the Company.

8. DISCLOSURES RELATING TO HOLDING, SUBSIDIARY, ASSOCIATE COMPANY, AND JOINT VENTURES:

As on March 31, 2025 the Company has no Holding, Subsidiaries, Associate Company, and Joint Venture.

9. LISTING OF SHARES:

The Company’s shares are listed on BSE SME platform with ISIN INE0OMI01019 & Script Code: 543831.

10. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The composition of Board of Directors and Key Managerial Personnel (KMP) of the Company as on March 31, 2025
were as follows:

*Change in Designation of Jagruti Yogesh Lakhani from Whole-Time Director to Non-Executive Director w.e.f.
September 26, 2024.

**Shivani Mishra had resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f.
August 16 2024.

***Swetha Paresh Dabhi has been Appointed as the Company Secretary and Compliance Officer of the Company
w.e.f. September 26, 2024.

11.STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received
individual declarations from all the Independent Directors confirming that they fulfil the criteria of Independence
as specified in Section 149(6) of the Companies Act, 2013.

The Independent Director have complied with the Code of Conduct for Independent Directors prescribed in
Schedule IV of the Act. In view of the available time limit, those Independent Director who are required to undertake
the online proficiency self-assessment test as contemplated under Rule 6(4) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, had committed to perform the test within time limit stipulated under the act.
The Company has received declarations from all Independent Directors of the Company confirming that they
continue to meet the criteria of Independence as prescribed under Section 149 of the Companies Act 2013.

12. BOARD AND COMMITTEE MEETING:

Number of Board Meetings

The Board of Directors met 06 times during the financial year ended March 31, 2025 in accordance with the
provisions of the Companies Act, 2013 and rules made there under. The intervening gap between two Board Meeting
was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed
quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and
contributed valuable inputs on the matters brought before the Board of Directors from time to time.

13. COMMITTEES OF THE BOARD:

The Company has three committees viz; Audit Committee, Nomination and Remuneration Committee, Stakeholders
Relationship Committee and Corporate Social Responsibility Committee which has been established as a part of the
better Corporate Governance practices and is in compliance with the requirements of the relevant provisions of
applicable laws and statutes.

I. Audit Committee:

The Audit Committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013.
Composition of the Committee:

All the recommendation made by the Audit Committee in the financial year 2024-25 was approved by the Board.
Further the Committee members met 04 times during the year for conducting the Meeting.

II. Nomination & Remuneration Committee:

The Nomination & Remuneration Committee of the Company is constituted under the provisions of section 177 of
the Companies Act, 2013.

Composition of the Committee:

Further the Committee members met 02 time during the year for conducting the Meeting.

III. Stakeholder Relationship Committee

The Stakeholder Relationship Committee of the Company is constituted under the provisions of section 177 of the
Companies Act, 2013.

Composition of the Committee:

Further the Committee members met 01 time during the year for conducting the Meeting.

OUTDOOR MEDIA LIMITED

IV. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee of the Company is constituted under the as per the provisions of the
Companies Act, 2013.

Composition of the Committee:

Further the Committee members met 01 time during the year for conducting the Meeting.

V. Shareholder's Meeting:

14.DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THECOMPANY ON ITS CORPORATE
SOCIAL RESPONSIBILITY INITIATIVES:

CSR provides an opportunity to the Companies to effectively align its values and strategy for the benefits of the
society, by contributing to the social, economic and environmental development of the society at large.

The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility
Policy) Rules, 2014 are applicable to the Company on the basis of Audited financial Result as on 31^st March, 2023.

Since the Board of Directors in their meeting held on November 29, 2022, has constituted the Corporate Social
Responsibility Committee of the Company as per the above provisions of the Companies Act, 2013. The composition
of Committee is as follow:

ii ii Ý II ii ii w IVI r I J IM I_I lyl i i | j

Further the Board of directors has also approved the CSR policy formulated in accordance with the Act (as amended
from time to time), guides the Company to serve the society.

The CSR policy may be accessed under the Investor section on the website of the Company at link
www.brightoutdoor.com.

Disclosure on CSR activities forming part of this Report is attached as Annexure - E.

15.NOMINATION AND REMUNERATION POLICY:

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board, among
others, will enhance the quality of decisions by utilizing different skills, qualifications, professional experience, and
knowledge of the Board members necessary for achieving sustainable and balanced development. In terms of SEBI
Listing Regulations and Act, the Company has in place Nomination & Remuneration Policy.

The said policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall
formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of
Directors of the Company and persons in the Senior Management of the Company, their remuneration including
determination of qualifications, positive attributes, independence of directors and other matters as provided under
sub-section (3) of Section 178 of the Act (including any statutory modification(s) or re- enactment(s) thereof for the
time being in force). The Policy also lays down broad guidelines for evaluation of performance of Board as a whole,
Committees of the Board, individual directors including the chairperson and the Independent Directors. The

aforesaid Nomination and Remuneration Policy has been uploaded on the website of your Company
www.brightoutdoor.com.

16. CORPORATE GOVERNANCE REPORT:

Since the Company is listed on SME platform of BSE., the provisions of Corporate Governance are not applicable on
the Company.

17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Board members are provided with necessary documents/ brochures, reports and internal policies to enable
them to familiarize with the Company's procedures and practices, the website link is www.brightoutdoor.com.

18. ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act and the SEBI Listing Regulations, a structured questionnaire was
prepared for evaluating the performance of Board, its Committees and Individual Director including Independent
Directors. The questionnaires were prepared after taking into consideration the various facets related to working
of Board, its Committee and roles and responsibilities of Director. The Board and the Nomination and Remuneration
Committee reviewed the performance of the Individual Directors including Independent Directors on the basis of
the criteria and framework adopted by the Board. Further, the performance of Board as a whole and committees
were evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria. The Board
of Directors expressed their satisfaction with the evaluation process. In a separate meeting of Independent
Directors, the performance of Non-Independent Directors, performance of Board as a whole and performance of the
Chairman was evaluated, taking into account the views of the Executive Directors and Non-Executive Directors.

19. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees
can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle¬
blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance
tool leading to prevention and deterrence of misconduct.

It provides direct excess to the employees of the Company to approach the Compliance Officer or the Chairman of
the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are accorded complete
protection from any kind of unfair treatment or victimization. The Whistle Blower Policy is disclosed on the website
of the Company at www.brightoutdoor.com.

20. RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk management plan for the Company.
The Audit Committee has additional oversight in the area of financial risk and controls. Major risks identified by the
businesses and functions are systematically addressed through mitigating actions on continuing basis.

21. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS UNDER SECTION 186:

The details of loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 are given in
the Note to the Financial Statements.

22. MATERIAL ORDERS OF JUDICIAL BODIES/ REGULATORS

No order, whether significant and/or material has been passed by any regulators, courts, tribunals impacting the
going concern status and Company's operations in future.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF
THE ACT:

All related party transactions that were entered into during the Period under review, were on arm's length basis
and in the ordinary course of business. No materially significant related party transactions which required the
approval of members, were entered into by the Company during the Period under review. Further, all related party
transactions entered by the Company are placed before the Audit Committee for its approval.

The particulars of the contracts or arrangements entered by the Company with related parties as referred to in
Section 134(3)(h) read with section 188(1) of the Act and rules framed thereunder, in the Form No. AOC-2 are
annexed and marked as Annexure-A.

24. AUDITORS:

STATUTORY AUDITORS

M/s Vandana V. Dodhia & Co., Chartered Accountants (Firm Registration No. 117812W) was appointed as Statutory
Auditor of Company for the period of 5 years i.e., from F.Y. 2023-24 to 2027-28 in terms of provisions of section 139
of the Act.

Further the Statutory Auditors have submitted their Report on the Financial Statements for the financial year ended
March 31, 2025, which forms part of this Report. Also, there is no qualifications, reservations or adverse remarks
made by the M/s Vandana V. Dodhia & Co. Statutory Auditor of Company in their Audit Report for the year under
review.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Nikunj Kanabar & Associates,
Practicing Company Secretary, as Secretarial Auditors of the Company for the year under review. The Secretarial
Audit report received from the Secretarial Auditors is annexed to this report marked as Annexure B and forms part
of this report.

INTERNAL AUDITORS

During the year under review, Mr. Prakash Dilip Ghanekar had been appointed as Internal Auditor of the Company
for F.Y. 2024-25.

AUDITOR'S REPORT AND SECRETARIAL AUDIT REPORT

Statutory Auditor's Report: There are no qualifications, reservations or adverse remarks made by Statutory
Auditors in the Auditor's report. The Statutory Auditors have not reported any incident of fraud to the Audit
Committee of the Company under subsection (12) of section 143 of the Companies Act, 2013, during the year under
review.

The notes on accounts referred to the Auditors' Report are self-explanatory and therefore, do not call for any further
explanation.

Secretarial Auditor's Report: There are no qualifications, reservations or adverse remarks made by Secretarial
Auditors in the Secretarial Auditor' report.

25. EXTRACTS OF ANNUAL RETURN

In accordance with Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 read with Companies
(Management and Administration) Rules, 2014, the Annual Return as on 31^st March, 2025 is available on the
Company’s website www.brightoutdoor.com.

26. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as Annexure -
C.

27.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The provisions of Section 134(3)(m) of the Companies Act, 2013 regarding the conservation of energy, technology
absorption, foreign exchange earnings and outgo are not applicable to the Company considering the nature of
activities undertaken by the Company during the year under review.

28.STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in
this Report as Annexure D which forms part of this Report.

29. HUMAN RESOURCES

The relations with the employees and associates continued to remain cordial throughout the year. The Directors of
your Company wish to place on record their appreciation for the excellent team spirit and dedication displayed by
the employees of the Company.

30. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. There exist at the
group level an Internal Complaint Committee (‘ICC’) constituted under The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. The group is strongly opposed to sexual harassment
and employees are made aware about the consequences of such acts and about the constitution of ICC. During the
year under review, no complaints were filed with the Committee under the provisions of the said Act in relation to
the workplace/s of the Company.

31. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

[ OUTDOOR MEDIA LIMITED

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

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial
Standards and that such systems are adequate and operating effectively.

32. MAINTENANCE OF COST RECORD:

The provisions relating to maintenance of cost records as specified by the Central Government under sub section
(1) of section 148 of the Companies Act, 2013, were not applicable to the Company upto March 31, 2025 and
accordingly such accounts and records were not required to be maintained.

33. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

The Company has in place adequate Internal Financial Controls with reference to financial statements. During the
year under review, such controls were tested and no reportable material weakness in the design or operation was
observed.

34. GREEN INITIATIVES

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Notice of the AGM along with the Annual Report 2024-25 is being sent only through electronic mode to those

Members whose email addresses are registered with the Company/Depositories. Members may note that the Notice
and Annual Report 2024-25 will also be available on the Company’s website www.brightoutdoor.com.

35.INSOLVENCY AND BANKRUPTCY CODE 2016:

No application or proceeding was initiated in respect of the Company in terms of Insolvency and Bankruptcy Code
2016.

36. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 ('the Act’), with respect to Directors Responsibility Statement
it is hereby confirmed:

a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31, 2025 and the
Statement of Profit & Loss for the year ended as on that date, have been prepared on a going concern basis
following applicable accounting standards and that no material departures have been made from the same;

b) Accounting policies selected were applied consistently and the judgments and estimates related to these
financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view
of the state of affairs of the Company as at March 31, 2025, and, of the profits and loss of the Company for
the year ended on that date;

c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013, to safeguard the assets of the Company and to prevent and
detect fraud and other irregularities;

d) Requisite Internal Financial Controls to be followed by the Company were laid down and that such internal
financial controls are adequate and operating effectively; and

e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such
systems are adequate and operating effectively.

OUTDOOR MEDIA LIMITED

37. ACKNOWLEDGEMENTS:

Your directors place on records their sincere thanks to bankers, business associates, consultants, and various
Government Authorities for their continued support extended to your Companies activities during the year under
review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on
your Company.

By Order of the Board of Directors
For Bright Outdoor Media Limited

Sd/- Sd/-

Yogesh Jiwanlal Lakhani Jagruti Yogesh Lakhani

Managing Director Non-Executive Director

DIN: 00845616 DIN:08961213

Place: Mumbai
Date: 05.09.2025