Bright Outdoor Media Ltd Management Discussions

1. Introduction

Our Company, Indias first SME-listed OOH player, has consistently delivered strong performance through innovation, execution discipline, and client-centricity. With a legacy of four decades in outdoor advertising, our Company today operates one of the largest networks of billboards and digital LED displays in the country. FY25 was a year of strategic growth, marked by double-digit financial gains, marquee contract wins, and diversification into new media verticals.

2. Industry Structure & Developments

The Indian advertising ecosystem continues to grow at a strong pace. As per industry estimates, total ad expenditure in India was estimated at ^1.01 lakh crore in FY 2024-25, with projections to reach ^1.15 lakh crore in FY 2025-26. Within this, digital media accounts for about 46-49% of total spends, reflecting the shift towards technology- enabled and measurable formats.

Out-of-Home (OOH) advertising has emerged as one of the fastest-growing traditional media segments. Industry estimates indicate the Indian OOH market stood at ^4,140 crore in FY 2023-24, recording nearly 13% year-on-year growth, and is expected to reach ^5,961 crore by FY 2027-28 at a CAGR of ~7.5%.

Within OOH, Digital Out-of-Home (DOOH) is growing at an even faster rate. As of FY 2024, DOOH accounted for 2025% of OOH revenues and its share is projected to rise to 30-40% by 2028. Globally, Indias DOOH market was valued at approximately USD 2.2 billion (~^18,000 crore) in 2024, with an expected CAGR of 12-14% over the next decade.

Growth drivers for the industry include:

• Expansion of metro rail, highways, and smart city projects, providing new large-format transit o^pportunitie^s.

• Rising adoption of programmatic DOOH, enabling real-time targeting and measurable ROI.

• Increasing urban smartphone penetration and integration of OOH with digital (AR/VR, QR/NFC).

• Growing focus on sustainability through solar-powered and eco-friendly formats.

These developments underline that OOH, and particularly DOOH, is evolving from a static visibility medium to a performance-enabled, ROI-driven platform. Bright Outdoor Media is well positioned to capitalize on these trends with our strategy of expanding digital assets, winning transit contracts, and building integrated 360? media solutions in strong alignment with broader industry trends.

(Source: GroupM TYNY2024, FICCI-EYM&EReport2024, TechSci Research, MordorIntelligence, MarketsandMarkets)

3. Key Highlights of FY25 A. Financial Performance:

Our Company delivered robust financial results in FY 2024-25. Total income grew by 19.3% year-on-year to ^128.05 crore, EBITDA increased by 17.6% to ^27.38 crore, and net profit rose 18.9% to ^19.07 crore. Earnings per share stood at ^13.11, up from ^11.45 in the prior year. In alignment with our investor-first approach, the Board recommended a bonus issue at a 1:2 ratio and approved a 5% dividend for shareholders.

B. Operational Achievements

Strategic expansion in digital assets drove operational momentum. We launched 13 new LED billboards across Mumbais high-traffic zones, including Goregaon, Kandivali, Jogeshwari, Bandra, Borivali, Ram Mandir Junction, Eastern Express Highway, and Wadi Bunder. We also secured marquee transit contracts, including a 10-year exclusive right on Navi Mumbai Metro Line 1 (~85,000 sq ft), and a 7-year bulk advertising contract with Western Railways (~17,555 sq ft).

These initiatives significantly bolstered our presence and visibility in commuter ecosystems. Additionally, our Company received recognition as the "Great Indian IPO Game Changer" at the 2024 IPO Summit.

4. Strategic Positioning and Risk Overview Strengths

• Four-decade legacy and brand recognition with one of Indias largest OOH networks.

• Market leadership across Mumbai with over 1,000 hoardings and 200+ LED displays.

• Long-term transit contracts providing revenue stability.

• Debt-free status, strong cash reserves, and valuable owned property portfolio.

• Diverse client base of 5,000+ brands, with minimal client concentration risk.

Weaknesses

• Geographic concentration primarily in Mumbai and Western regions.

• Extended collection cycles (~170+ days), affecting working capital.

• Dependence on civic and regulatory approvals for asset deployment.

Opportunities

• Growing OOH market: projected to reach ^5,961 crore by FY 2027-28.

• Digital OOH segment expected to account for 30-40% of OOH by 2028.

• Rising adoption of programmatic, data-driven and interactive formats.

• Diversification into 360? media: ATL-BTL campaigns, events, PR, celebrity engagement, digital marketing, and ad film production.

• Asset optimization through real estate monetization·targeting ^110 crore rental income by FY 2027. Threats

• Fragmented market with intense competition from organized and unorganized players.

• Pricing pressures in certain markets.

• Macroeconomic uncertainties or election-driven ad spending shifts.

• Regulatory changes in municipal or railway advertising norms.

5. Segment-Wise / Business Performance

Our Companys core business of Out-of-Home (OOH) and Digital Out-of-Home (DOOH) advertising remained the principal contributor to revenues in FY25. The digital segment, which now accounts for around 18% of income, benefitted from the launch of 13 large-format LED screens across Mumbais busiest corridors. Rising advertiser demand for real-time, data-driven campaigns has strengthened yields and improved operating margins. The transit media portfolio was further enhanced through exclusive contracts on Navi Mumbai Metro Line 1 and Western Railways, collectively adding nearly 100,000 sq. ft. of premium ad inventory and ensuring multi-year revenue visibility.

Beyond traditional OOH, the Company has strategically diversified to position itself as a 360? media partner. New verticals include ATL-BTL campaigns, events and exhibitions, celebrity engagement, PR, digital and social media management, and ad-film production. These offerings are expected to scale meaningfully from FY26 onwards, enabling integrated client campaigns and expanding revenue streams. In addition, the real estate portfolio continues

to be a strong asset base, with monetization and development initiatives underway to unlock recurring rental income and enhance long-term shareholder value.

6. Internal Controls

Our Company has robust internal control systems commensurate with its size and complexity. Independent audits and compliance reviews ensure reliability of financial reporting, safeguarding of assets, and adherence to statutory norms.

7. Discussion on Financial Performance with respect to Operational Performance Financial Performance:

The financial performance of our Company for FY 2024-25 is summarized below:

Particulars (^ in lakhs)		FY 2024-25	FY 2023-24
Revenue from Operations		12,674.55	10,667.89
Other Income		130.56	62.08
Total Income		12,805.11	10,729.97
Direct & Other Related Expenses		8,972.37	7,258.76
Employee Benefit Expenses		419.86	335.33
Finance Cost		19.96	58.21
Depreciation & Amortisation		199.23 =	114.74
Other Expenses		652.13	798.09
CSR Expenses		23.20	10.26
T otal Expenses		10,286.75	8,575.38
Profit Before Tax		2,518.36	2,154.58
Total Tax Expenses		610.87	550.75
Profit After Tax		1,907.49	IVI 1 1 ti603.83
EPS (^		13.11	11.45

The Company reported a strong year with 19.3% growth in total income and 18.9% growth in net profit. Improved contribution from Digital Out-of-Home assets and marquee transit contracts, was offset by investments in new infrastructure, keeping margins relatively flattish.

Share Capital and Capital Structure

During the year under review, our Company also strengthened its equity base. As of 31 March 2024, the Authorised Share Capital stood at ^15.0 crore, divided into 1.50 crore equity shares of ^10 each. On 5 March 2024, the Company made a preferential allotment of 6,20,000 equity shares at ^502 per share (including ^492 premium), increasing the Paid-up Share Capital to ^14.55 crore, comprising 1,45,48,780 equity shares of ^10 each. Further, on 21 July 2025, the Board approved a bonus issue in the ratio of 1:2, leading to the issuance of 72,74,386 new equity shares, thereby rewarding shareholders and expanding the equity base.

8. Human Resources

The Company continues to invest in its people. A skilled workforce with expertise across advertising, media, and event management has been on-boarded to support new verticals. Employee engagement and retention remain central to organizational culture, with initiatives such as libraries and healthcare reflecting our CSR values. As of 31^st March 2025, we had 70 employees on our payroll.

9. Key Financial Ratios and Performance Indicators

Description	As at 31- Mar-25	As at 31- Mar-24	Variance	Remarks
Current Ratio	6.58	3.99	+65%	Significant improvement driven by higher cash reserves and reduction in short-term liabilities, strengthening liquidity position.
Interest Coverage Ratio	120.63	36.95	+31%	Stronger operating profits coupled with lower finance costs have enhanced debt-servicing capacity.
Operating Profit Margin	20.57%	21.24%	-3%	Marginal dip due to higher promotional and expansion- related expenses; core margins remain stable.
Debt-Equity Ratio	0.00	0.00	-	Company remains debt-free, underscoring a conservative and resilient capital structure.
Return on Equity (ROE)	11.65%	10.97%	+6%	Improved profitability and efficient use of equity capital contributed to higher shareholder returns.
Inventory Turnover Ratio	2.33	2.18	-6%	Slight decline due to increased investment in digital assets and longer asset utilization cycle.
Trade Receivables Turnover	2.06	1.97	+5%	Improvement reflects better collections and tighter credit management despite elongated industry cycles.
Net Profit Margin	15.05%	15.03%	0%	Margins remained stable year-on-year, supported by efficient cost control and steady revenue growth.
Return on Capital Employed (ROCE)	15.38%	14.70%	+5%	Enhanced operating performance and efficient capital utilization led to higher overall returns.

10. Outlook

The Company has entered the new financial year with strong fundamentals, diversified growth levers, and a robust balance sheet. The focus remains on:

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• Scaling DOOH to >25% of revenues in the next two years.

• Leveraging elections and FMCG/entertainment spends to drive volume growth.

• Unlocking real estate monetization opportunities.

• Building a 360? integrated media platform to become a full-spectrum branding partner.

• With virtually zero debt, consistent profitability, and marquee contracts, our Company is well-positioned to deliver healthy growth in FY26.

11. Forward-Looking Statements / Disclaimer

This report may contain forward-looking statements that reflect our Companys current expectations and projections about future events, business performance, and industry trends. These statements are based on managements beliefs, assumptions, and information currently available, and are subject to known and unknown risks, uncertainties, and external factors beyond our control. Actual results, performance, or achievements could differ materially from those expressed or implied herein. Our Company undertakes no obligation to publicly update or revise such forward-looking statements, whether due to future developments, regulatory changes, or other circumstances.

Annexure - D - Board Report

Details pertaining to remuneration 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.

1. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2024-25:

	Sr. No.	Name of Director/KMP	Designation	% increase/ (decrease)in remuneration in the financial year 2024-25	Ratio of remuneration of each Director to median remuneration of employees
	1	Yogesh Lakhani	Managing Director	-10	13.22
	2	Jagruti Lakhani	Non-Executive Director	-55	4.41
	3	Bhavesh Mathuria Kirti	Non-Executive Independent Director	NA	NA
	4	Roshan Suresh Oswal	Non-Executive Independent Director	NA	NA
	5	_Ameetkumar Vilaschandra Mehta	Non-Executive Independent Director	NA	NA
	6	Shekhar Manjrekar	Chief Financial Officer	-21.93	3.10
	7	Shivani Mishra*	Company Secretary	-43.52	0.45
	8	Swetha Paresh Dabhi**	Company Secretary	NA	0.63

*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 was Appointed as Company Secretary and Compliance Officer of the Company w.e.f. September 26, 2024.

2. The percentage increase in the median remuneration of employees of the Company in the financial year:

During the financial year 2024-25, the median remuneration of employees of the Company was increased by 10.72%.

3. The number of permanent employees on the rolls of Company:

As on March 31, 2025, there were 91 permanent employees on the rolls of the Company.

4. Average percentile increases already made in the salaries of employees, other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

During the Financial Year, Average percentile increase made in the salaries of employees by 6.17% and decrease in Managerial remuneration of Director and KMP by 25.45%.

5. It is affirmed that the remuneration paid is as per the remuneration policy of the Company:

Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: The information required under this para will be provided on request.

In terms of Section 136 of the Act, the reports and accounts are being sent to the shareholders and others entitled thereto, excluding the said information which will be made available for inspection by the shareholders in electronic mode, up to the date of AGM. Members can inspect the same by sending an email to the Company Secretary at www.brightoutdoor.com.

ANNEXURE-E

FORMAT FOR THE ANNUAL REPORT ON CSR ACTIVITIES TO BE INCLUDED IN THE BOARDS REPORT FOR FINANCIAL YEAR COMMENCING ON OR AFTER THE 1ST DAY OF APRIL, 2020

1. Brief outline on CSR Policy of the Company: The Company has set high ethical standards for all its dealings and believes in inspiring trust and confidence. We strongly believe that, we exist not only for doing good business, but equally for the betterment of the Society. The Company has implemented its CSR policy / charter to focus inter-alia on the following areas:

2. Composition of CSR Committee:

Sr. No. Name of Director	Designation/ Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of C SR Committee attended during the year
1 Bhavesh Kirti Mathuria	Chairman	1	1
2 Jagruti Yogesh Lakhani	Member	1	1
3 Yogesh Jiwanlal Lakhani	Member	1	1

3. Provide the web-link(s) where Composition of CSR Committee, CSR Policy and CSR Projects approved by the board are disclosed on the website of the company.

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable.

5. (a) Average net profit of the company as per sub-section (5) of section 135. Rs. 11,59,49,111

(b) Two percent of average net profit of the company as per sub-section (5) of section 135. Rs. 23,18,982

(c) Surplus arising out of the CSR Projects or programmes or activities of the previous financial years. N. A

(d) Amount required to be set-off for the financial year, if any. N. A

(e) Total CSR obligation for the financial year [(b)+(c)-(d)]. Rs. 23,20,000

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project). Rs.23,20,000

(b) Amount spent in Administrative Overheads. N. A

(c) Amount spent on Impact Assessment, if applicable. N. A

(d) Total amount spent for the Financial Year [(a)+(b)+(c)]. Rs.23,20,000

(e) CSR amount spent or unspent for the Financial Year:

T otal Amount Spent for the Financial Year. (in Rs.)	Amount Unspent (in Rs.)
	r otal Amount transferred to Unspent CSR Account as per subsection (6) of section 135.		Amount transferred to any fund specified under Schedule VII as per second proviso to sub-section (5) of section 135.
	Amount.	Date of transfer.	Name of the Fund	Amount.	Date of transfer.
Rs. 23,20,000	N. A	N. A	N. A	N. A	N. A

(f) Excess amount for set-off, if any:

Sr. No Particular	Amount (in Rs.)
(1) (2)	(3)
(i) Two percent of average net profit of the company as per sub-section (5) of section 135	11,59,49,11 1
(ii) Total amount spent for the Financial Year	23,20,000
(iii) Excess amount spent for the Financial Year [(ii)-(i)]	1,018
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous Financial Years, if any	N. A
(v) Amount available for set off in succeeding Financial Years [(iii)-(iv)]	1,018

7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years:

2	3	4	5	6		7	8
Preceding Financial Year(s)	Amount transfer red to Unspent CSR Account und er sub- section (6) of section 135 (in R s)	Balance Amount in Unspent CSR Account under sub- section (6) o f section 135 (in R s)	Amount Spent in the Financial Year (in Rs)	Amount transferred to a Fund as specified under Schedule VII as per second proviso to sub- section (5) of section 135, if any		Amount remaining to be spent in succeeding Financial Years (in Rs)	Deficiency, if any
				Amount (in Rs)	Date of Transfer
FY-1	N. A	N. A	N. A	N. A	N. A	N. A	N. A
FY-2	N. A	N. A	N. A	N. A	N. A	N. A	N. A
FY-3	N. A	N. A	N. A	N. A	N. A	N. A	N. A

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No

If yes, enter the number of Capital assets created/ acquired

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

Short particulars of the property or asset(s) [including complete ad dress and location of the property]	Pincode of the property or ass et(s)	Date of creation	Amount of CSR amount s pent	Details of entity/ Authority/ beneficiary of the register ed owner
(2)	(3)	(4)	(5)	(6)
N. A	N. A	N. A	N. A	CSR Registration Number, if applicable		Name		Registered address
tA	N. a	In. a	N A

(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal Office/Municipal Corporation/Gram panchayat are to be specified and the area of the immovable property as well as boundaries).

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per subsection (5) of section 135 - Not Applicable