Bodhi Tree Multimedia Ltd Management Discussions

Our Company was incorporated in the year 2013 as "Bodhi Tree Multimedia Private Limited" under the provision of the Companies Act, 1956 in Mumbai. The name of our company was subsequently changed to "Bodhi Tree Multimedia Limited" pursuant to special resolution passed by the Shareholders dated August 18, 2020 of the company and a fresh certificate of incorporation consequent upon conversion from Private Company to Public Company was issued by the Registrar of Companies, Mumbai dated September 1, 2020. Our Company was created with the main objects (As per MOA) as mentioned below: To Carry on in India and abroad the business of making of Small or Big Films either for General Public Viewing or Television, TV Serials for any TV Channels in India or abroad either alone or in collaboration with others, Creation, Manufacturing, Consultants etc. of different type of Contents like Text, Audio, Video Content used in all types of communication carriers, develop, create, conceptualize, advise any commercial dissemination of Content/ information (Content Films and/or Serials etc.) by various types of modes available now and in future based on Telephone, T.V., Cable, Mobile network and any other types of media available in India or abroad either for itself or for any other client. Our Company has studios obtained on rent basis whenever is require. Our list of clients includes some of the renowned names in Films, Television and OTT Industry.

Business Overview

Our business model is B2B, wherein the primary business activity includes content production for television, _lms and digital platforms. We have been in the forefront of creating differentiated and edgy content through its distinct line-up of shows. Our business activities operate in fiverticals at present: TV – Hindi GEC (General Entertainment Channels), Digital Content (OTT), and Regional content in multiple languages. 1) TV – Hindi GEC: We produce contents for linear broadcast networks like Zee, Sony, Star, Disney, Viacom, Sun and others. These contents include daily soaps, reality shows etc. 2) Digital Platforms (OTT): We produce content for non-linear platforms such as Net_ix, Voot, etc Star Plus ,Channel V,Bindaas Channel,Big Magic, Net_ix, Sony TV, Zee Yuva, BBC, Worldwide Media Pvt Ltd (WWM), Vuclip (India) Pvt. Ltd, Amazon, Dangal ,Alt Balaji 3) Regional Shows: We also produce content in regional languages including Tamil, Marathi, Bengali, and Gujarati on both TV and OTT platforms. Since inception, we have produced a robust line-up of more than 30+ shows for major Broadcasters & OTT platforms. We have produced more than 1000+ hours of content on Television and OTT. The shows have encompassed all genres - drama, thriller, horror, comedy and lifestyle. The company has produced shows across multiple languages – Hindi, Tamil, Marathi, Gujarati and Bengali. The client roster includes all the major entertainment networks. Our team comprises of the most experienced minds in the entertainment content business with a proven track record of delivering successful television shows across all genres. The team skill sets cover both _ction and non-_ction content programming with combined experience of 10+ years and 100 + television shows between them.

Key Cost Drivers

The main cost drivers in our business are the key talents (writers, directors, actors, technicians etc.) and rentals for locations, camera, lights, edit machines etc. hired for producing the content.

Key Contents Produced by us:

Strong Brand Value

The name Bodhi has become synonymous with quality and creativity in the Indian media landscape. As a trusted brand, Bodhi Tree represents our commitment to excellence in Hindi and regional language _lm production and distribution. Over the years, we have cultivated a positive brand image that resonates with both business partners (B2B) and end consumers (B2C). Our consistent delivery of high-quality projects has helped us build longstanding relationships with some of the biggest names in the _lm, television, and OTT space. This trust has translated into strong brand loyalty and a competitive edge in the market. Our ability to produce compelling content — particularly in genres like youth-oriented drama, horror, thrillers, and bold, edgy narratives — has firmly positioned Bodhi as a standout player in the industry.

What sets us apart is not just our content, but our reliability. We are known for timely execution, budget discipline, and an unwavering focus on client satisfaction, all of which continue to strengthen the Bodhi brand name in an evolving entertainment ecosystem.

Experienced Team

At the heart of our success is a dynamic and seasoned team that brings together a wealth of experience and creative expertise. Our team comprises skilled writers, visionary directors, talented artists, and strategic thinkers who continuously drive the company forward.

We approach every project — whether a feature _lm or an OTT web series — with a fresh perspective, optimism, and confidence. Our creative unit keeps a _nger on the pulse of changing audience tastes and trends, ensuring our content remains relevant, engaging, and impactful.

In addition to creative talent, our team brings deep industry knowledge in areas such as talent management, deal structuring, content strategy, and rights exploitation. This combination of creative and commercial acumen allows us to expand our distribution networks, explore new platforms, and unlock greater value from our content.

Our teams collective experience has been instrumental in sourcing high-quality content cost-e_ectively, and in strategically monetizing our intellectual property across multiple channels.

Business Strategies & Operational Overview

1. Embracing New Media Platforms

The media landscape has undergone a dramatic transformation in recent years, with Over-The-Top (OTT) platforms becoming a mainstream source of entertainment alongside traditional television. This shift has led to a surge in content demand across all genres and languages, both in Hindi and regional markets.

To capitalize on this momentum, we are actively expanding into new media avenues. Our focus is to strengthen our presence in the digital content space by delivering high-quality storytelling, engaging direction, and technically advanced production. We are committed to offering end- to-end value-added services to our clients — from concept to screen — ensuring timely delivery, budget efficiency, and consistent quality. As part of our new media strategy, we are also working to broaden our client base by forging new partnerships while deepening existing relationships.

2. Scaling Up Content Production

Given the growing appetite for diverse content, scaling up our production volume is central to our growth plan. We aim to increase our output across multiple formats, genres, and languages.

We have already made inroads into key regional markets like Tamil, Marathi, and Gujarati, and plan to expand further into other Indian states. Many of our clients operate a portfolio of national and regional channels, yet our current engagement is limited to a subset of their platforms. Increasing our content share with existing clients — what we refer to as "wallet share" — is a major opportunity we are targeting.

To support this growth, we are adopting a de-risked expansion strategy, diversifying into multiple business segments to ensure sustainability and scalability.

3. Building Proprietary IP

An essential pillar of our long-term strategy is the development of original intellectual property (IP). Owning strong, adaptable content formats not only enhances our brand equity but also allows us to license or sell format rights globally, creating significant recurring revenue streams. This strategic focus on IP development enables us to transition from a content service provider to a content owner, opening up new business frontiers and market opportunities.

SWOT Analysis

Strengths

• Deep commercial and technical expertise in the entertainment sector

• Lean operational model with low overhead costs

• Stronghold in both television and OTT content creation

• Pan-India presence with access to diverse regional markets

• Experienced leadership and creative teams

• Strong industry relationships across verticals

Weaknesses

• Intense competition for audience attention across platforms

• Rapidly shifting content consumption patterns

• Infrastructure gaps in production and distribution, particularly in music

• Fragmentation within the Indian media and entertainment ecosystem

Opportunities

• Rapid adoption of OTT platforms is fueling content demand

• Traditional television still holds substantial growth potential in India

• Scope for expansion into pan-Asian markets

• Potential listing on stock exchanges to raise growth capital

• IP development opens global monetization opportunities

• Growing interest from international investors in Indian content

Threats

• Piracy and IP rights violations remain a persistent challenge

• Regulatory uncertainties and policy shifts may impact profitability

• Rising competition and pressure on content differentiation

• Technological disruption creating volatility and the need for constant adaptation

Human Resources

Our people are the foundation of our success. From producers and directors to editors, writers, sound engineers, and creative professionals — every team member plays a critical role in driving our vision forward. We foster a collaborative and innovative work environment that encourages creative freedom and accountability. Our HR strategy is aligned with our growth plans, ensuring we attract, retain, and nurture top industry talent.

Internal Control Systems

We have established a comprehensive internal control framework that ensures operational efficiency, regulatory compliance, and financial integrity. Our internal financial controls are designed to safeguard assets, support accurate reporting, and maintain transparency. These controls are embedded in our organizational structure, authority matrix, and policy documentation. The Audit Committee of our Board reviews internal audit findings across financial, operational, and compliance areas on a regular basis, ensuring ongoing effectiveness and continuous improvement of our internal systems.

Risk Management Framework

We recognize that effective risk management is integral to sustainable growth. In an increasingly complex and dynamic environment, we have adopted a proactive and structured approach to identifying, assessing, and mitigating risks. Our framework includes:

• Identification and analysis of strategic, operational, financial, and compliance risks

• Implementation of systems and protocols to monitor and control risk exposure

• Development of mitigation strategies aligned with business objectives

• Periodic review and reporting of risk metrics to senior management and the Board

• This disciplined approach helps us remain resilient in a volatile marketplace, ensuring long-term stability and business continuity.

CAUTIONARY STATEMENT:

Statements in the Management Discussion & Analysis, describing the Companysobjectives,projectionsandestimatesareforwardlookingstatement and progressive within the meaning of applicable laws & regulations. Actual result may vary from those expressed or implied. Important developments that could affect the Companys operations are significant changes in political and economic environment in India, tax laws, exchange rate fluctuation and related factors.