Annual Report 2025-26

Announcement India’s First Listed OOH Company 03rd September, 2026 The Manager, BSE SME Platform Phiroze Jeejeebhoy Towers, Dalal St, Kala Ghoda, Fort, Mumbai, Maharashtra 400001. BSE Scrip Code: 543831 Subject: Notice of the 21st Annual General Meeting of the Company and submission of Annual Report for the Financial Year 2025-26. Dear Sir/ Madam, Pursuant to Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are submitting herewith the Annual Report of the Company for the financial year 2025-26 along with the Notice convening the 21st Annual General Meeting scheduled to be held on Monday, 28th September, 2026 at 12:00 Noon (IST) at Hotel Peninsula Grand, Sakinaka Junction, Lokmanya Tilak Nagar, Saki Naka, Andheri (East), Mumbai - 400069, Maharashtra, India is being sent through electronic mode to the shareholders of the Company. The aforesaid Annual Report is also available on website of the Company at www.brightoutdoor.com and website of stock Exchange i.e., BSE India Limited at www.bseindia.com. Kindly take the above information on your records. Yours faithfully, FOR BRIGHT OUTDOOR MEDIA LIMITED YOGESH JIWANLAL LAKHANI MANAGING DIRECTOR DIN: 00845616 Registered Office: 801, 8th floor, Crescent Tower, near Morya House, opp. Off Link Road, Veera Desai Industrial Estate, Andheri West, Mumbai, Maharashtra 400053. | CIN - L74300MH2005PLC156444 Phone: 022 6714 0000 | Email: info@brightoutdoor.com | Website: www.brightoutdoor.com CONTENT OF THE REPORT Particulars Page No Corporate Information 7 Managing Director Message to Shareholders 8 Notice of the Annual General Meeting 10 Annexure to the report of the Board of directors - Board’s Report 26 Annexure – A - (Form AOC–2) 36 Annexure – B - Secretarial Audit Report (Form MR - 3) 37 Annexure – C - Management Discussion & Analysis Report 41 Annexure – D- Details of remuneration u/s 197(12) 45 Annexure – E - CSR disclosure 47 Independent Auditor’s Report 51 Audited Financial Statements 59 Corporate Information Board of Directors Statutory Auditors Yogesh Jiwanlal Lakhani M/s Vandana V. Dodhia & Co., Chartered Managing Director ASecccoreutnatrainatls A, Fuidrmito Rresg istration No. 117812W Jagruti Yogesh Lakhani Non-Executive Director M/s. Nikunj Kanabar & Associates, Ameet Kumar Vilaschandra Mehta PBraancktiesrin g Company Secretary Non-Executive Independent Director Roshan Suresh Oswal Non-Executive Independent Director Deutsche Bank CInOtSeMrnOaSl CAou. dOiPto Bra nk Bhavesh Mathuria Kirti Non-Executive Independent Director Kajal Ashish Avalani PRreagkiasstehr Deidli pO fGfihcaen ekar Non-Executive Independent Director K(Aepyp Moiannteadgewr.iea.fl. PJuenres o1n2n, 2e0l 26) Shekhar M Manjrekar 801, 8 Floor, Crescent Tower, Near Morya House, Fame Infinity Mall, Off New Link Road, Andheri (RWegeisstt)r, aMru &m Sbhaai 4re0 0T 0ra5n3s, fMear hAagreansht tra, India. CSwhieetf hFain Paanrceiaslh O Dffaicbehr i Bigshare Services Private Limited- MCoumkpeasnhy P Suercsrheotatrtya m& CSohmarpmliaan ce Officer Pinnacle Business Park, Office No S6-2, 6th Floor Chief Executive Officer Mahakali Caves Road, next to Ahura Centre, AConndhtaecrti EUass t, Mumbai 400 093, Maharashtra, India. Investors Email-Id: iWnveebsstiotre@: brightoutdoor.com wCowrwpo.brraigteh tIoduetndtoifoirc.acotimon Number: L74300MH2005PLC156444 Managing Director Message to Shareholders Dear Stakeholders, On behalf of the Board of Directors, I am pleased to present to you the Annual Report for the Financial Year ended March 31, 2026 (“F.Y. 2025-26”). ‘BRIGHT OUTDOOR MEDIA LIMITED’ st It’s a moment of immense pleasure for me as we connect this year on the occasion of 21 Annual General Meeting of . 21st ANNUAL GENERAL MEETING Date: Monday, September 28, 2026 Day: 12:00 Noon Venue: Hotel Peninsula Grand, Sakinaka Junction, Lokmanya Tilak Nagar, Saki Naka, Andheri (East), Mumbai - 400069, Maharashtra, India NOTICE IS HEREBY GIVEN THAT THE 21st ANNUAL GENERAL MEETING OF THE MEMBERS OF BRIGHT OUTDOOR MEDIA LIMITED (“COMPANY”) WILL BE HELD ON MONDAY, SEPTEMBER 28, 2026 AT 12.00 NOON AT HOTEL PENINSULA GRAND, SAKINAKA JUNCTION, LOKMANYA TILAK NAGAR, SAKI NAKA, ANDHERI(E), MUMBAI, MAHARASHTRA – 400069 TO TRANSACT THE FOLLOWING BUSINESSES: ORDINARY BUSINESS: 1. ADOPTION OF AUDITED FINANCIAL STATEMENTS: To receive, consider and adopt the Audited Financial Statements of the Company for the financial year e2n. dAePd PMOaIrNchT M31E,N 2T0 2O6,F t oMgeRthSe. rJ wAGitRh UthTeI RYeOpoGrEtsS Hof tLhAeK BHoAarNdI o(f DDIiNre:c t0o8rs9 6an1d2 1A3u)d itAoSr s NthOeNre-EoXn.E CUTIVE DIRECTOR, LIABLE TO RETIRE BY ROTATION: To appoint a Director in place of Mrs. Jagruti Yogesh Lakhani (DIN: 08961213) who retires by rotation in t3e. rmDsE CofL SAeRcAtiTonIO 1N5 2O(6F) FoIfN thAeL C DomIVpIDanEiNesD A OctF, 2R0S1.3 0 a.n5d0 /b-e iPnAg IeSlAig iPblEeR, s eEeQkUs IrTeY-a pSpHoAinRtEm e(5n%t. ) FOR THE FINANCIAL YEAR 2025-26: To declare final dividend of Rs. 0.50/- paisa per equity share (5%) for the financial year ended on 31 MSPaErCchIA, 2L0 B2U6.S INESS: 4. INCREASING OF REMUNERATION OF DIRECTORS EXCEEDING THE OVERALL MANAGERIAL REMUNERATION LIMIT AS PER THE PROVISIONS OF SECTION 197 OF THE COMPANIES ACT, 2013: To consider and, if thought fit, to pass with or without modification(s), following resolution as a Special Resolution: "RESOLVED THAT pursuant to the provisions of Section 197(1), the first proviso thereto, Section 198 and all other applicable provisions, if any, of the Companies Act, 2013 ("the Act") read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and other applicable Rules made thereunder (including any statutory modification(s), amendment(s), re-enactment(s) or substitution thereof for the time being in force), and subject to such other approvals, permissions and sanctions as may be necessary, the consent of the Members of the Company be and is hereby accorded for payment of aggregate managerial remuneration to the Directors of the Company, including the Managing Director, Whole-time Director(s), Executive Director(s) and commission, if any, payable to Non- Executive/Independent Directors in accordance with the provisions of the Act, for financial year 2026-27 in excess of eleven per cent (11%) but not exceeding fifteen per cent (15%) of the net profits of the Company computed in accordance with the provisions of Section 198 of the Act, for each financial year during the period of applicability of this approval. RESOLVED FURTHER THAT pursuant to theM prr. oYvoisgieosnhs Joifw Saenctliaoln L 1a9k7h(a1n) ir, eMada nwaigthin Sge cDtiiornec 1t9o8r, and other applicable provisions of the Act, consent of the Members be and is hereby accorded for payment of remuneration for financial year 2026-27 to in excess of five per cent (5%) of the net profits of the Company computed in accordance with the provisions of Section 198 of the Act, provided that the aggregate managerial remuneration payable to all Directors of the Company shall not exceed fifteen per cent (15%) of the net profits of the Company as computed under Section 198 of the Act. RESOLVED FURTHER THAT the Board of Directors of the Company (which term shall be deemed to include any Committee thereof, including the Nomination and Remuneration Committee, constituted by the Board) be and is hereby authorised to determine, revise, allocate and pay the remuneration payable to the Directors of the Company from time to time, within the aforesaid overall limit of fifteen per cent (15%) of the net profits of the Company computed in accordance with Section 198 of the Act, in such manner as the Board may deem fit and in the best interests of the Company. RESOLVED FURTHER THAT the Board of Directors and/or the Company Secretary of the Company be and are hereby severally authorised to do all such acts, deeds, matters and things, execute all such documents, writings and filings, and take all such steps as may be necessary [Showing first 8,000 characters — download PDF for full document]