Perfect Octave Media Projects Ltd Management Discussions.

A. Indian Media & Entertainment Industry

• Television (TV) industry is one of the fastest and growing segment of Indian Media and Entertainment

Industry. It plays an imperative role in disseminating cultures, informations and values due to its easily accessibility and availability and brought the world closer together. Considering the advantage of this medium, your Company is operating "Insync" Television channel to showcase Indian Music.

The country has one of the largest broadcasting industries in the world with approximately 800 satellite television channels, 242 FM channels and more than 100 operational community radio networks. The Indian film industry is the largest producer of films globally with 400 production and corporate houses involved in film production.

INSYNC continues to be the only Classical Music based channel in India. In addition to being viewed extensively within India, the channel is now available on IPTV network and is carried to many countries like USA, Malaysia, Singapore, Indonesia. The viewership is constantly being upgraded. We have recently launched Mobile App version for uninterrupted viewing pleasure on any hand held device anywhere in the world for the mobile and Global audience. We are planning to convert this into subscription mode.

• Business Prospects

Television industry in India is on a transformation path. Multiple channels in each genre competing with each other for ratings, increasing pay TV penetration, expanding yet fragmented local as well as overseas viewership of Indian channels, demand for more specific content - clearly set the stage for the next level of growth and transition for players across the television value chain. Content creators and broadcasters need to be cognizant of the ever-increasing demand for differentiated content.

Since company has established its name in the segment of non-film music, there is a huge scope for production of music programs for other TV channel. We are in discussions with few DTH platforms and few regional Television Channels for producing thematic musical programs. This will open up a huge business potential for the company. We are also in advanced talks for producing musical programs for few International cable operators and TV channels.

B. Performance Review

Indian television market has not yet become a content driven market hence company could not commence major revenue stream from its niche broadcast operations. Management was optimist that the Indian Music lover and advertisers would welcome the niche music content, however, Indian Markets will take few more years to be ready for paid content era. Therefore in the larger interest of stakeholders of the company, we are working on right mix of strategies whereby the expenses are reduced and embark upon low cost new media segments. This includes venturing into a media production house, producing music albums, talent hunt, short films, webisodes, concert management, international artists management etc.

C. Carriage & Viewership

The channel is viewed extensively through many cable operators and DTH platforms. We are in constant discussion with many operators across India. It is estimated that the channel now reaches almost 35 million households and is popular as a family channel amongst all age profiles.

Content Creation

Your channel is continuously creating innovative and new content across all genres. Recently an extensive presentation of 90 Hindustani Ragas have been recorded and is under edit. We have also recorded live events, Dance and seminars across the country. We are planning All India Competition for Classical Music.

D. FCT support

Many corporates are already on board with their FCT support. Birla Group, Shriram Group, New India Assurance, LIC, National Insurance, Stock Holding Corporation and many others have supported the channel.

Recently apprehensions have been expressed whether there is future for TC channels with Digital Platform gaining prominence. A recent article in Economic Times dispelled this notion. The article is reproduced below. Television Remains the Choice of the Masses Even in Digital Times.

Number of homes with TV sets has now gone upto 197 million shows Broadcast India Survey. Though consumption of video on digital platforms is on the rise in the country, good old television continues to score in terms of penetration and has large headroom left to fill.

As per the latest Broadcast India survey (BI-2018) by the joint industry body BARC India the country now has 197 million TV homes, up from 183 million in 2016. While the growth has been at a steady 7.6%, total TV penetration is now at 66% against 64% in the last survey.

The BI-2018 survey also notes that the number of individuals with access to television has gone upto 635 million; more than the population of Europe. In contrast, smart phone penetration in the country is still at around 300 million.

Television is, and will remain, the biggest medium for the foreseeable future in India. For at least 10 years, TV and appointment viewing will continue in India. The reason is that TV is extremely affordable - you can get a basic cable for Rs.120 a month or free-to-air channels via FreeDish for free."

The numbers definitely reflect strong growth in the TV universe. It is also important because TV, cornering 45% of the total ad spends, continues to be the largest medium for advertisers and is expected to grow at 13% this year. As per a recent estimate, advertisers are expected to spend Rs.31,596 crore on the medium, making it a vehicle of choice in terms of brand building. Also TV is a preferred medium of choice to reach masses and advertisers" behavior is not likely to change suddenly.

E. Risk Factors

• Ever changing trends in Media sector

The changing entertainment consumption behavior pattern of the end user is changing fast which is also poised to result in change in the technology for consumption of entertainment from satellite to on-line.

• Niche segment

Ours is the super niche segment and no market size is readily available. We need to create market for the viewership of this channel.

Funds Investment:

Attracting investments in the niche segment of any industry foresee problem. Thus, going forward, innovation will be the key to attract more consumers and deliver relevant content and services that are profitable too.

F. Strengths, Opportunities and Threats

Strengths:

Media and Entertainment is one of the most booming sectors in India due to its vast viewership reach. Change in the lifestyle and spending patterns of the Indian masses on entertainment

Opportunities:

The industry still has room to expand within India as the market is wide and can increase its market share. The high technological innovation which is happening everyday also presents a good opportunity for the television industry to utilize the latest technology in expanding its production mix or improving the existing ones hence increasing the market. The increasing interest of the global investors in the sector.

Threats:

Piracy, violation of intellectual property rights poses a major threat to the media and the television industry or any other media industries for that matter. Lack of quality content has emerged as a major concern because of the quick-buck route being followed in the industry. With technological innovations taking place so rapidly, the television industry is facing considerably uncertainty about success in the market place.

Your Company operates in a very competitive environment. Changes in the Government regulations or any change in the legislative intent to bring about addressability could adversely impact growth plans.

G. Future Outlook

The Government of India has supported this sectors growth by taking various initiatives such as digitalising the cable distribution sector to attract greater institutional funding, increasing Foreign Direct Investment (FDI) limit from 74 per cent to 100 per cent in cable and Direct-to-home (DTH) satellite platforms, and granting industry status to the film industry for easy access to institutional finance.

A significant amount of growth is expected in the Indian media and entertainment industry over the next few years. International firms are looking to enter diversify into India. The new companies Act has led to greater transparency and corporate accountability, which may result in higher investor confidence.

It is expected the trend of market consolidation will continue across the M&E sector as large firms merge with smaller ones in order to increase their foothold over the market.

H. Segment Wise or Product Wise Performance

The Company proposes to operate in the following segments:

• Television Broadcasting and Content Syndication Division

• Content Production Division

• Music Label Division

• Event Management Division

• Artist Management Division

Currently Company operates in one segment only i.e. Television Broadcasting and Content Syndication Division.

I. Internal Control System and their Adequacy

Your Company has adequate internal control system commensurate with the size and nature of its business. Your Companys internal audit process is being handled by your well experienced and learned management which helps in monitoring the adequacy and effectiveness of the internal control system and the status of compliance of operating systems and policies.

Your Companys Internal Control system is designed to:

• Safeguard the companys assets and to identify liabilities and managed it accordingly.

• Ensure that transactions are properly recorded and authorized.

• Ensure maintenance of proper records and processes that facilitates relevant and reliable information.

• Ensure compliance with applicable Laws and Regulations.

J. Discussion and Financial performance with respect to operational performance

The details of the financial performance of the Company are appearing in the Balance Sheet, Profit & Loss Account and other financial statements appearing separately. Please refer the Directors Report for highlights.

K. Material Developments in Human Resources/ Industrial Relations Front

The Company firmly believes in and has consistently practiced progressive HR values. The Company inculcates the values of transparency, professionalism and accountability in its operations to generate longterm benefits for its shareholders, customers, employees. There is consistent emphasis on each individuals sense of responsibility, while simultaneously as part of a team. This results in our peoples ability to work in perfect harmony despite coming from different disciplines. The Company has appointed various personnel during the year under review for its content production activity, research and programming of content on channel.

L. Cautionary Statement

Statements in the Management Discussion and Analysis and the annual report describing the Companys objectives, projections, estimates, expectations may be "forward looking statements" within the meaning of applicable securities laws and regulations in India and other countries. Actual results could defer materially from those expressed or implied. Important factors that could make a difference to the Companys operations include economic conditions affecting the domestic market, in which the Company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors and unforeseen circumstances.

On behalf of Board of Directors

Sd/-

Ganeshkumar Kuppan

Managing Director

Place: Mumbai

Date: 03 September, 2018