Century Business Media Ltd

Century Business Media Ltd Management Discussions

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Century Business Media Ltd Share Price Management Discussions

OF FINANCIAL CONDITIONS AND RESULTS OF

OPERATIONS

You should read the following discussion in conjunction with our restated Consolidated financial statements attached in the chapter titled "Financial Information of the Company" beginning on page 148 of this Draft Red Herring Prospectus. You should also read the section titled "Risk Factors" on page 28 and the section titled "Forward Looking Statements" on page 19 of this Draft Red Herring Prospectus, which discusses a number of factors and contingencies that could affect our financial condition and results of operations. The following discussion relates to us, and, unless otherwise stated or the context requires otherwise, is based on our Restated Consolidated Financial Statements.

Our financial statements have been prepared in accordance with Indian GAAP, the Companies Act and the SEBI (ICDR) Regulations and restated as described in the report of our auditor dated August 10, 2025, which is included in this Draft Red Herring Prospectus under "Financial Statements". The Restated Financial Information has been prepared on a basis that differs in certain material respects from generally accepted accounting principles in other jurisdictions, including US GAAP and IFRS. Our financial year ends on March 31 of each year, and all references to a particular financial year are to the twelve-month period ended March 31 of that year.

Business Overview:

Established in 1999, our Company provides advertising services with a primary focus on Out-of-Home ("OOH") media formats, including both digital and non-digital solutions. We operate primarily in the Airport Out-of-Home ("AOOH") and

Railway Out-of-Home ("ROOH") segments by offering advertising spaces within and outside airport terminal buildings and through digital and static hoardings across railway stations and railway land. We have recently commenced Metro Out-of-

Home ("MOOH") advertising, including advertisements on Platform Screen Doors ("PSDs"), and have also started offering in-shop branding services. Additionally, we provide a variety of traditional city media formats, including hoardings, billboards, unipole, multipoles, pole kiosks, wall wraps, wall paintings, lollipops, gantries, in-shop branding, and other related media assets.

We have an operational presence across Bihar, Jharkhand, West Bengal, and the North Eastern states, managing outdoor media assets and executing advertising campaigns. Beyond these regions, we provide OOH advertising services across India through a mix of exclusive and non-exclusive media rights, catering to a client base in multiple states and industry sectors. We hold exclusive advertising rights at the airports in Patna, Ranchi, Deoghar, Darbhanga, and Jorhat, and non-exclusive rights at Dimapur, and Itanagar airports. Additionally, we have marketing rights at Gaya, Agartala, and Silchar airports. In the railway segment, we hold exclusive advertising rights outside station campuses under the East Central Railway ("ECR") zone, covering the divisions of Danapur, Dhanbad, Mughalsarai, Samastipur, and Sonepur, encompassing a total of 714 railway stations. In the metro segment, we hold Platform Screen Door ("PSD") advertising rights at Howrah and Esplanade metro stations. Further, for specific client campaigns, we also procure temporary advertising assets from third-party hoarding owners based on campaign requirements.

We operate a store-cum-workshop facility located at Sinha Library Road, Kotwali, G.P.O, Patna, Bihar, where inventory including advertising material and equipment are stored and prepared. The Company follows internal procedures intended to ensure quality control, timely delivery, and cost management. We aim to align our media offerings with client requirements in the area of communication and brand visibility.

Our clients include corporate, non-corporate, government, and non-government organizations, including public sector undertakings, across sectors such as banking and financial services, insurance, education, healthcare, hosiery, jewellery, FMCG, oil and gas, power and energy, steel, mining, and infrastructure services. We also cater to government departments, including tourism and communication agencies at the state and central levels. Additionally, we serve advertising agencies, media buying firms, and marketing consultancies. These entities engage our OOH advertising services to promote their products, services, awareness campaigns, and brand communications across various formats.

The Company was originally incorporated by its Promoter, Mr. Shashi Kumar Chaudhary, with the primary objective of dealing in consumer durable products. In 2011, the Company diversified into the media and advertising sector, commencing outdoor media operations in Bihar and Jharkhand through city-based media formats. In 2013, the Company began undertaking airport advertising assignments. In 2016, operations were extended to the North Eastern region of India and West Bengal. In 2018, the Company initiated media advertising in railway stations, and in 2024, it commenced media operations within metro transit systems. The Company has obtained both exclusive and non-exclusive media rights across various locations to support these operations.

Our Promoter and Managing Director, Shashi Kumar Chaudhary, has been associated with the Company since incorporation and is responsible for media asset acquisition, sales, marketing, corporate strategy, and planning. He has approximately 25 years of overall experience, including over 15 years in the outdoor media advertising industry. Our Whole-Time Director, Seema Chaudhary, has approximately 25 years of overall experience, including over 13 years in the outdoor media advertising

193 industry. The Company is supported by a management team with relevant industry experience. Our management team is engaged in activities relating to media execution, planning, contracts, and operations. For further details, refer to the chapters titled "Our Management" and "Our Promoters and Promoter Group" of this Draft Red Herring Prospectus.

Key Performance Indicators of our Company

(Amount in Rs. Lakhs, except percentages and ratios)

	for the year ended
Key Financial Performance	FY 2024-25	FY 2023-24	FY 2022-23
Revenue from Operations⁽¹⁾	3,665.29	3,203.39	2,257.17
EBITDA⁽²⁾	717.66	558.38	206.60
EBITDA Margin⁽³⁾	19.58%	17.43%	9.15%
PAT⁽⁴⁾	470.47	367.60	107.96
PAT Margin⁽⁵⁾	12.84%	11.48%	4.78%
RoE(%)⁽⁶⁾	46.52%	62.15%	30.58%
RoCE (%)⁽⁷⁾	36.65%	32.57%	18.88%
Net Worth⁽⁸⁾	1246.65	775.85	407.06
*Not Annualised.

Notes:
^{(1) Revenue from operation means revenue from sale of services and other
operating revenues ⁽²⁾ EBITDA is calculated as Profit before tax + Depreciation
+ Interest Expenses - Other Income
^{(3) ‘EBITDA Margin is calculated as EBITDA divided by Revenue from
Operations
^{(4 PAT is calculated as Profit before tax Tax Expenses
^{(5) ‘PAT Margin is calculated as PAT for the year divided by revenue from
operations.
^{(6) Return on Equity is ratio of Profit after Tax and Average Shareholder Equity
^{(7) Return on Capital Employed is calculated as EBIT divided by capital employed,
where capital employed is defined as shareholders equity plus total borrowings {current
& non-current} and EBIT is defined as profits before taxes and interest expenses less
other income. ⁽⁸⁾Net Worth = Equity Share Capital + Reserve and Surplus
(including surplus in the Statement of Profit & Loss) - Preliminary Expenses to the
extent not written-off.

STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

For details in respect of Statement of Significant Accounting Policies, please refer to
"Restated Consolidated Financial Statements" beginning on page 148 of
this Draft Red Herring Prospectus.

Factors Affecting our Results of Operations

1. Changes in government regulations, municipal policies, or restrictions related to
outdoor advertising could affect the availability or use of media assets;

2. A decline in general economic activity could lead to reduced advertising budgets
from clients, impacting demand for outdoor advertising services;

3. Increased competition from other outdoor media companies, as well as alternative
advertising platforms such as digital and social media, could affect market share and
pricing power;

4. A significant portion of revenue is linked to media assets located in specific
high-traffic areas. Any loss of rights or licenses for key locations could adversely
impact operations;

5. Rapid changes in advertising technology, including digital media consumption
patterns, could reduce the relative importance of traditional outdoor advertising formats;

6. Dependence on a limited number of major clients for a significant portion of revenue
could pose a risk if any of these clients reduce or discontinue their advertising spends;

7. Delays in project execution, failure to maintain assets properly, or disruption due
to external factors such as weather conditions or civic issues could impact service
delivery and financial performance;

8. Since the company manages or facilitates outdoor sites, any disputes, non-renewals,
or changes in lease terms with property owners or authorities could affect asset
availability;

9. Non-compliance with municipal rules, advertising codes, or environmental regulations
could lead to penalties, asset removals, or reputational harm; 10. Broad events such as
inflation, political instability, changes in consumer behavior, or large-scale public
movements could influence the effectiveness and revenues from outdoor advertising
campaigns; 11. Inability to maintain and develop our brand;

12. Adverse statutory and regulatory actions from Income Tax department or any other
statutory or regulatory authority; 13. Our business strategies and plans to achieve these
strategies;

14. Conflict of interest between our business and activities undertaken by entities in
which certain of our directors and our

Promoters have interest in future;

15. General economic and business conditions in the markets in which we operate and in
the local, regional and national economies; 16. Changes in political and social conditions
in India, the monetary and interest rate policies of India and other countries; 17.
Inflation, deflation, unanticipated turbulence in interest rates, equity prices or other
rates or prices;

18. The occurrence of natural disasters or calamities;

19. Other factors beyond our control and our ability to manage risks that arise from
these factors.

Discussion on Result of Operations

The following discussion on results of operations should be read in conjunction with
the Restated Consolidated Financial Statements for financial years ended on March 31,
2025, March 31, 2024 and March 31, 2023.

(Amount in Lakhs)

For the financial year ended

Particular
FY 2024- 25
% of Total
FY 2023- 24
% of Total
FY 2022- 23
% of Total

Income
Income
Income

Income

Revenue From Operation
3,665.29
99.30
3,203.39
99.27
2,257.17
99.25

Other Income
25.99
0.70
23.42
0.73
17.12
0.75

Total Income
3,691.28
100.00
3,226.81
100.00
2,274.29
100.00

Expenditure

Cost of Material Consumed
175.44
4.75
155.46
4.82
93.21
4.10

Purchases of Services
2186.22
59.23
1908.26
59.14
1542.81
67.84

Employee Benefit Expenses
258.21
7.00
168.33
5.22
150.61
6.62

Finance Cost
64.67
1.75
67.14
2.08
53.24
2.34

Depreciation and Amortization Expenses
85.27
2.31
65.27
2.02
37.81
1.66

Other Expenses
284.71
7.71
373.41
11.57
234.58
10.31

Total Expenditure
3054.52
82.75
2737.87
84.85
2112.26
92.88

Profit/(Loss) Before Exceptional & extraordinary items &
Tax
636.76
17.25
488.94
15.15
162.03
7.12

Exceptional and Extra-ordinary items
-
-
-
-
-
-

Profit/(Loss) Before Tax
636.76
17.25
488.94
15.15
162.03
7.12

Tax Expense:

Tax Expense for Current Year
165.43
4.48
127.95
3.97
51.87
2.28

Deferred Tax
0.86
0.02
(6.61)
(0.20)
2.20
0.10

Net Current Tax Expenses
166.29
4.50
121.34
3.76
54.07
2.38

Profit/(Loss) for the Year
470.47
12.75
367.60
11.39
107.96
4.75

Revenue from operations:

Revenue from Operations mainly consists of revenue from supply of advertising services.

Other Income:

Our other income comprises of FDR Interest, Other Non- Operating Income, etc.

Total Expenses:

Companys total expenses consist of cost of consumables, purchases of services,
Employee benefits expense, Finance costs,

Depreciation and amortization expenses and other expenses.

Cost of Consumables:

Cost of Consumables consist of material used in providing services.

Purchases of Services:

Purchase of services comprises of services availed related to display and installation.

Employee benefits expense:

Our employee benefits expense primarily comprises of Salaries & wages, Provision
for Gratuity, Contribution to Provident Fund and ESIC, Director Remuneration, Sitting
fees, Staff Welfare Expenses etc.

Finance Costs:

Our finance cost comprises of Interest on loan, other borrowing cost and Interest on
Statutory dues.

Depreciation and Amortization Expenses:

Depreciation includes depreciation of Plant & Machinery, Furniture & Fixtures,
Vehicles, Office Equipment, Computers etc.

Other Expenses:

Other Expenses consists of Rent, Insurance, Professional and Legal Fees, Auditors Fee,
Bank Charges, Business & Promotion Expenses, Commission & Brokerage Expenses,
Electricity Expenses, Motor Car expenses, Repairs & Maintenance, Office and
Maintenance Charges, Travelling & Accommodation expenses, Printing and Stationery and
other Miscellaneous Expenditure.

Financial Year ending 2025 Compared to Financial Year ending 2024 (Based on Restated
Consolidated Financial Statements)

Total Income:

Total income for the financial year 2024-25 stood at 3691.28 Lakhs whereas in financial
year 2023-24 the same stood at

3226.81 Lakhs representing an increase of 14.39%. The main reason of increase was due
to increase in the revenue from operations and other income of the company.

Revenue from Operations:

During the financial year 2024-25, the net revenue from operations of our Company
increased to 3665.29 Lakhs as against

3203.39 Lakhs in the financial year 2023-24 representing an increase of 14.42%. Such
increase was due to increase in the supply of advertising services.

Other Income:

During the financial year 2024-25, the other income of our Company increased to 25.99
Lakhs as against 23.42 lakhs in the financial year 2023-24 representing a increase of
10.97%. The main component of increase of 2.57 Lakhs in the financial year 2024-25 was due
to increase in the Fixed Deposit Interest Income.

Total Expenses

Total expenses of the company comprise of Cost of material consumed, Purchase of
Services, Employee benefit expenses, Finance costs, depreciation and amortization and
other expenses. The total expenses for the financial year 2024-25 increased to 3054.52
Lakhs from 2737.87 lakhs in the financial year 2023-24 representing an increase of 11.57%.

Cost of Material Consumed

During the financial year 2024-25, the cost of material consumed of our Company
increased to 175.44 Lakhs as against

155.46 lakhs in the financial year 2023-24 representing a increase of 12.85%. The main
reason for increase in cost of material consumed is due to increase in business operations
of the company in F.Y. 2024-25.

Purchases of Services

During the financial year 2024-25, the Purchase of Services of our Company increased to
2186.22 Lakhs as against

1908.26 lakhs in the financial year 2023-24 representing a increase of 14.57%. The main
reason for increase in Purchases of Service is due to increase in business operations of
the company in F.Y. 2024-25.

Employee benefits expense:

Our Company has incurred 258.21 Lakhs as Employee benefits expense during the financial
year 2024-25 as compared to

168.33 Lakhs in the financial year 2023-24. The increase of 53.40% was due to increase
in Salary and Wages Expenditure and Director Remuneration in Year 2024-25.

Finance costs:

Finance costs for the financial Year 2024-25 decreased to 64.67 Lakhs as against 67.14
Lakhs during the financial year

2023-24. The decrease of 3.68% was due to decrease in borrowings of the company.

Depreciation and Amortization Expenses:

Depreciation for the financial year 2024-25 stood at 85.27 Lakhs as against 65.27 Lakhs
during the financial year 2023-24. The increase in depreciation was around 30.64% in
comparison to the previous year.

Other Expenses:

Our Company has incurred 284.71 Lakhs during the Financial Year 2024-25 on other
expenses as against 373.41 Lakhs during the financial year 2023-24. There was a decrease
of 23.75% in comparison to the previous year. Other Expenses consists of Rent, Insurance,
Professional and Legal Fees, Auditors Fee, Business & Promotion Expenses, Commission
& Brokerage Expenses, Electricity Expenses, Repairs & Maintenance, Office and
Maintenance Charges, Printing and Stationery and other Miscellaneous Expenditure. Main
reason for decrease in other expenses was due to decrease in Commission & Brokerage
expenses as compared to previous year.

Restated profit before tax:

Net profit before tax for the financial year 2024-25 increased to 636.76 Lakhs as
compared to 488.94 Lakhs in the financial year 2023-24. This increase of 30.23% which was
majorly due to factors as mentioned above.

Restated profit for the year:

The Company reported Restated profit after tax for the financial year 2024-25 of 470.47
Lakhs in comparison to 367.60 lakhs in the financial year 2023-24. The increase of 27.98%
was majorly due to factors mentioned above.

Financial Year ending 2024 Compared to Financial Year ending 2023 (Based on Restated
Consolidated Financial Statements)

Total Income:

Total income for the financial year 2023-24 stood at 3226.81 Lakhs whereas in financial
year 2022-23 the same stood at

2274.29 Lakhs representing an increase of 41.88%. The main reason of increase was due
to increase in the revenue from operations and other income of the company.

Revenue from Operations:

During the financial year 2023-24, the net revenue from operations of our Company
increased to 3203.39 Lakhs as against

2257.17 Lakhs in the financial year 2022-23 representing an increase of 41.92%. Such
increase was due to increase in the supply of advertising services.

Other Income:

During the financial year 2023-24, the other income of our Company increased to 23.42
Lakhs as against 17.12 lakhs in the financial year 2022-23 representing a increase of
36.80%. The main reason of increase of 6.30 Lakhs in the financial year 2023-24 was due to
increase in the Fixed Deposit Interest and other Non-Operating Income.

Total Expenses

Total expenses of the company comprise of Cost of material consumed, Purchase of
Services, Employee benefit expenses, Finance costs, depreciation and amortization and
other expenses. The total expenses for the financial year 2023-24 increased to 2,737.87
Lakhs from 2,112.26 lakhs in the financial year 2022-23 representing an increase of
29.62%.

Cost of Material Consumed

During the financial year 2023-24, the cost of material consumed of our Company
increased to 155.46 Lakhs as against

93.21 lakhs in the financial year 2023-24 representing a increase of 66.78%. The main
reason for increase in cost of material consumed is due to increase in business operations
of the company in F.Y. 2023-24.

Purchases of Services

During the financial year 2023-24, the Purchase of Services of our Company increased to
1908.26 Lakhs as against

1542.81 lakhs in the financial year 2022-23 representing a increase of 23.69%. The main
reason for increase in Purchases of Service is due to increase in business operations of
the company in F.Y. 2023-24.

Employee benefits expense:

Our Company has incurred 168.33 Lakhs as Employee benefits expense during the financial
year 2023-24 as compared to

150.61 Lakhs in the financial year 2022-23. The main reason for increase of 11.77% was
due to increase in salary and wages expenses and staff welfare expenses in year 2023-24.

Finance costs:

Finance costs for the financial Year 2023-24 increased to 67.14 Lakhs as against 53.24
Lakhs during the financial year 2022-23. The increase of 26.11% was due to increase in the
borrowings. Our finance costs include interest expenses, other borrowing costs and
interest on Statutory dues.

Depreciation and Amortization Expenses:

Depreciation for the financial year 2023-24 stood at 65.27 Lakhs as against 37.81 Lakhs
during the financial year 2022-23. The increase in depreciation was around 72.63% in
comparison to the previous year.

Other Expenses:

Our Company has incurred 373.41 Lakhs during the Financial Year 2023-24 on other
expenses as against 234.58 Lakhs during the financial year 2022-23. There was an increase
of 59.18% in comparison to the previous year. Other Expenses consists of Rent, Insurance,
Professional and Legal Fees, Auditors Fee, Business & Promotion Expenses, Commission
& Brokerage Expenses, Electricity Expenses, Repairs & Maintenance, Office and
Maintenance Charges, Printing and Stationery and other Miscellaneous Expenditure.

Restated profit before tax:

Net profit before tax for the financial year 2023-24 increased to 488.94 Lakhs as
compared to 162.03 Lakhs in the financial year 2022-23. This increase of 201.76% which was
majorly due to factors as mentioned above.

Restated profit for the year:

The Company reported Restated profit after tax for the financial year 2023-24 of 367.60
Lakhs in comparison to 107.96 lakhs in the financial year 2022-23. The increase of 240.50%
was majorly due to factors mentioned above.

Information required as per Item (II)(C)(iv) of Part A of Schedule VI to the SEBI
Regulations:

An analysis of reasons for the changes in significant items of income and expenditure
is given hereunder:

1. Unusual or infrequent events or transactions

There has not been any unusual trend on account of our business activity. Except as
disclosed in this Draft Red Herring Prospectus, there are no unusual or infrequent events
or transactions in our Company.

2. Significant economic changes that materially affected or are likely to affect
income from continuing operations.

There are no significant economic changes that may materially affect or likely to
affect income from continuing operations.

3. Known trends or uncertainties that have had or are expected to have a
material adverse impact on sales, revenue or income from continuing operations.

Apart from the risks as disclosed under Section "Risk Factors"
beginning on page 28 of the Draft Red Herring Prospectus, in our opinion there are no
other known trends or uncertainties that have had or are expected to have a material
adverse impact on revenue or income from continuing operations.

4. Future changes in relationship between costs and revenues

Other than as described in the sections "Risk Factors", "Our
Business" and "Managements Discussion and Analysis of Financial
Condition and Results of Operations" on page 28, page 104 and page 193
respectively, to our knowledge, no future relationship between expenditure and income is
expected to have a material adverse impact on our operations and finances.

5. Segment Reporting

Our business activity primarily falls within a single business segment at multiple
geographical segments, as disclosed in

" Financial Information of the Company" on page 148 of this Draft
Red Herring Prospectus.

6. Status of any publicly announced New Products or Business Segment

Except as disclosed in the Chapter "Our Business", our Company has not
announced any new product or service.

7. Seasonality of business

Our business is not subject to seasonality. For further information, see "Industry
Overview" and "Our Business" on page 94 and page 104
respectively.

8. Dependence on single or few customers

Given the nature of our business operations, we do not believe our business is
dependent on any single or a few customers.

9. Competitive conditions

Competitive conditions are as described under the Chapters "Industry Overview"
and "Our Business" beginning on page 94 and page 104 respectively of this
Draft Red Herring Prospectus.

10. Details of material developments after the date of last balance sheet i.e. March
31, 2025.

1. We have appointed Lata Bagri as the Non-Executive Independent Director of the
Company for a term of 5 years with effect from June 10, 2025 vide a board resolution
passed in the Board Meeting held on June 10, 2025 and confirmed by the shareholders vide a
Special resolution in the Extra Ordinary General Meeting held on July 22, 2025.

2. We have appointed Shreya Chaudhary as the Chief Financial Officer of the Company
with effect from June 10, 2025 vide a board resolution passed in the Board Meeting held on
June 10, 2025.

3. We have passed a Board resolution in the meeting of the Board of Directors held on
July 17, 2025 authorizing the Board of Directors to raise funds by making an Initial
Public Offering.

4. We have passed a special resolution in the Extra Ordinary General meeting held on
July 22, 2025 authorizing the Board of Directors to raise funds by making an Initial
Public Offering.}}}}}}

Century Business Media Ltd Management Discussions

Century Business Media Ltd Share Price Management Discussions

ATTENTION INVESTORS

RISK DISCLOSURE ON DERIVATIVES

	For the financial year ended
Particular	FY 2024- 25	% of Total	FY 2023- 24	% of Total	FY 2022- 23	% of Total
	Income		Income		Income
Income
Revenue From Operation	3,665.29	99.30	3,203.39	99.27	2,257.17	99.25
Other Income	25.99	0.70	23.42	0.73	17.12	0.75
Total Income	3,691.28	100.00	3,226.81	100.00	2,274.29	100.00
Expenditure
Cost of Material Consumed	175.44	4.75	155.46	4.82	93.21	4.10
Purchases of Services	2186.22	59.23	1908.26	59.14	1542.81	67.84
Employee Benefit Expenses	258.21	7.00	168.33	5.22	150.61	6.62
Finance Cost	64.67	1.75	67.14	2.08	53.24	2.34
Depreciation and Amortization Expenses	85.27	2.31	65.27	2.02	37.81	1.66
Other Expenses	284.71	7.71	373.41	11.57	234.58	10.31
Total Expenditure	3054.52	82.75	2737.87	84.85	2112.26	92.88
Profit/(Loss) Before Exceptional & extraordinary items & Tax	636.76	17.25	488.94	15.15	162.03	7.12
Exceptional and Extra-ordinary items	-	-	-	-	-	-
Profit/(Loss) Before Tax	636.76	17.25	488.94	15.15	162.03	7.12
Tax Expense:
Tax Expense for Current Year	165.43	4.48	127.95	3.97	51.87	2.28
Deferred Tax	0.86	0.02	(6.61)	(0.20)	2.20	0.10
Net Current Tax Expenses	166.29	4.50	121.34	3.76	54.07	2.38
Profit/(Loss) for the Year	470.47	12.75	367.60	11.39	107.96	4.75