The Board of Directors are pleased to present the Company's 13th
Annual Report and the Company's audited financial statements (consolidated and
standalone) for the financial year ended 31st March, 2026.

1. OPERATING RESULTS
The operating results of the Company for the year ended 31st March,
2026 are as follows: (Rupees In Lakh)

  

    

    
Year ended 31st March,
    
Year ended 31st March,
    
Year ended 31st March,
    
Year ended 31st March,
  
  

    

    
2026 (Standalone)
    
2025 (Standalone)
    
2026 (Consolidated)
    
2025 (Consolidated)
  
  

    
Revenue from Operations
    
5,714.68
    
6,516.15
    
11,845.91
    
8,976.11
  
  

    
Profit before tax from continuing operations
    
470.34
    
756.30
    
1,120.20
    
731.02
  
  

    
Tax Expenses (Including Deferred Tax)
    
(134.65)
    
(230.68)
    
(324.36)
    
(238.93)
  
  

    
Profit after Tax
    
335.69
    
525.62
    
795.85
    
492.09
  
  

    
Total Comprehensive Income for the year
    
335.69
    
525.62
    
795.85
    
492.09
  


2. TRANSFER TO RESERVES
There are no transfers to any specific reserves during the year.

3. THE STATE OF THE COMPANY'S AFFAIRS

During the year under review, your company achieved total revenue
from operations of 11,845.91 Lakh (previous year 8,976.11Lakh). The
profit after tax (including other comprehensive income) is at 795.85 Lakh (previous
year 492.09Lakh).

4. SHARE CAPITAL

Authorised Share Capital: The Authorised Share Capital of the
Company is Rs. 18,50,00,000 divided in to 18,50,00,000 Equity Shares of Re. 1/-
each. Issued Subscribed and Paid-up Share Capital: The Issued Subscribed and Paid
up Share Capital of the Company is Rs. 18,16,97,777 divided in to 18,16,97,777
Equity Shares of Re. 1/- each.

5. FURTHER ISSUE OF CAPITAL

• The Right Issue Committee in their meeting held on
19.05.2025 has approved the issue of fully paid up equity shares of face value of
Rs. 01/- each of the Company on rights basis to eligible equity shareholders of
the Company as on the record date i.e., 24.03.2025, of an Issue size of upto Rs.
4,443.02 Lakhs (Rupees Four Thousand Four Hundred Forty-Three Lakhs and Two Hundred
Paise Only). The Right Issue Committee in its meeting held on 19.05.2025 has approved
the allotment of 5,55,37,777 Rights Equity Shares fully paid up at an issue price
of Rs. 8.00 per Rights Equity Share to the eligible allottees in the Issue.
As on date the issued, subscribed and paid-up share capital 18,04,97,777
divided into 18,04,97,777 Equity shares of Rs. 01/- each.
• The Company issued and allotted 12,00,000 Equity Shares of Re.
1/- each at an issue price of Rs. 10/- per share, aggregating to Rs. 1,20,00,000/-,
on a preferential basis through share swap to Non-Promoter category investor, in
connection with the acquisition of 20% equity stake in Lehren Networks Private
Limited. 

6. DIVIDEND

During the Financial Year 2025-26, the Board of Directors has not
recommended any dividend in view of inadequate profit. 

7. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash
Flow Statement and consolidated Financial Statement is part of the Annual Report.

8. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY; There is no change
in the nature of business of the Company.

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND.
There was no transfer during the year to the Investor Education and
Protection Fund in terms of Section 125 of the Companies Act, 2013.

10. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
ETC.
The information pertaining to conservation of energy, technology
absorption, foreign exchange earnings and outgo as required under Section 134
(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 is furnished as Annexure A to Directors' Report.

11. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY.
The Company has in place a mechanism to identify, assess, monitor
and mitigate various risks to key business objectives. Major risks identified by
the businesses and functions are systematically addressed also discussed at the
meetings of the Risk Management Committee and the Board of Directors of the
Company. The Company has constituted Risk Management Committee and its risk
management policy is available on the website of the Company https://www.bodhitreemultimedia.com/investors.html

12. INTERNAL CONTROL SYSTEM
The Company's internal controls system has been established on values
of integrity and operational excellence and it supports the vision of the Company
"To be the most sustainable and competitive Company in our industry". The
Company's internal control systems are commensurate with the nature of its
business and the size and complexity of its operations. These are routinely tested
and certified by Statutory as well as Internal Auditors and their significant audit
observations and follow up actions thereon are reported to the Audit Committee.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION
186 OF THE COMPANIES ACT, 2013
The particulars of investments made and loans given to subsidiaries has
been disclosed in the financial statements in notes 5 and 6 of the standalone
financial statements. Also, Company has not given any guarantee during the year
under review.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All the related party transactions are entered on arm's length
basis, in the ordinary course of business and are in compliance with the applicable
provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. There are no materially significant
related party transactions made by the Company with Promoters, Directors or Key
Managerial Personnel etc. which may have potential conflict with the interest of
the Company at large or which warrants the approval of the shareholders. The
transactions are being reported in Form AOC-2 i.e. Annexure B in terms of
Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.
However, the details of the transactions with Related Party are provided in the Company's
financial statements (note 31) in accordance with the Accounting Standards.
All Related Party Transactions are presented to the Audit Committee and
the Board. Omnibus approval is obtained for the transactions which are foreseen and
repetitive in nature. A statement of all related party transactions is presented
before the Audit Committee on a quarterly basis, specifying the nature, value and
terms and conditions of the transactions.
The Related Party Transactions Policy as approved by the Board is uploaded
on the Company's website at https://www. bodhitreemultimedia.com/investors.html

15. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has zero tolerance towards sexual harassment at the workplace
and towards this end, has adopted a policy in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the Rules thereunder. All employees (permanent, contractual, temporary,
trainees) are covered under the said policy. The Company has complied with
provisions relating to the constitution of Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 which redresses complaints received on sexual harassment. During the
financial year under review, the Company has not received any complaints of sexual
harassment from any of the women employees of the Company.

16. ANNUAL RETURN
Pursuant to the provisions of Section 92(3) of Companies Act, 2013
following is the link for Annual Return 2025-2026. https://www.
bodhitreemultimedia.com/investors.html

17. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR NDER REVIEW.
During the financial year, the Board met Eleven times on 30th May,
2025, 24th June, 2025, 14th August 2025, 23rd August, 2025, 05th September 2025,
10th October 2025, 14th November 2025, 27th November 2025, 31st December 2025, 12th
February 2026 and 21st March, 2026.

18. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors
of the Company hereby confirm:
• That in the preparation of the annual accounts, the applicable
accountingstandardshavebeenfollowedandtherehasbeennomaterial departure.
• That the selected accounting policies were applied consistently
and the directors made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the Company as on
31st March, 2026, and that of the profit of the Company for the year ended on that
date.
• That proper and sufficient care has been taken for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013, for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities.
• That the annual accounts have been prepared on a going concern
basis.
• The Board has laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and
were operating effectively.
• The directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate
and operating effectively.

19. DEPOSITS
The Company has neither accepted nor renewed any deposits during the
year under review.

20. PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under section 197 of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is given as Annexure C to this report. In terms of provisions of
Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names and other particulars of employees drawing remuneration
in excess of the limits set out in the said Rules, if any, forms part of the Report.
The Nomination and Remuneration Committee of the Company has afirmed at its meeting
held on 05th September,2025 that the remuneration is as per the remuneration policy
of the Company.
The policy is available on the Company's website https://www.
bodhitreemultimedia.com/investors.html

21. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year the following changes have taken place in the Board of
Directors of the Company:
• Mr. Sailesh Madhav Pethe (DIN: 03320087) resigned as Additional
Non-Executive, Independent Director with effect from 24/06/2025;
• Mr. Ajit Naik (DIN: 07157860) was appointed as Director
Designated as Non-Executive, Independent Director by the Board on 24/06/2025.

22. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR
APPOINTMENT AND REMUNERATION
The Nomination & Remuneration Committee of Directors have approved
a Policy https://www.bodhitreemultimedia.com/investors.html for Selection,
Appointment and Remuneration of Directors which inter-alia requires that
composition and remuneration is reasonable and sufficient to attract, retain and
motivate Directors, KMP and senior management employees and the Directors appointed
shall be of high integrity with relevant expertise and experience so as to have
diverse Board and the Policy also lays down the positive attributes/ criteria while
recommending the candidature for the appointment as Director.

23. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board
that they fulfil all the requirements as stipulated in Section 149(6) of the Companies
Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations 
& Disclosure Requirements) Regulations, 2015 so as to qualify themselves
to be appointed as Independent Directors under the provisions of the Companies Act,
2013 and the relevant SEBI Listing Regulations.

24. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The familiarisation program aims to provide Independent Directors with
the pharmaceutical industry scenario, the socio-economic environment in which the
Company operates, the business model, the operational and financial performance of
the Company, significant developments so as to enable them to take well informed
decisions in a timely manner. The familiarisation program also seeks to update the
Directors on the roles, responsibilities, rights and duties under the Act and
other statutes. The policy on Company's familiarisation program for
Independent Directors is posted on Company's website at https://
www.bodhitreemultimedia.com/investors.html

25. STATUTORY AUDITORS
M/S Anil A. Masand & Co, Chartered Accountants, (Firm Registration
No. 100412W), Mumbai, was appointed as Statutory Auditor of the Company at the
12th Annual General Meeting held on 30th September 2025, for a term of five years
till the conclusion of the 17thAGM to be held in the year 2030.

26. INTERNAL AUDITORS
On recommendation of Audit Committee, the Board of Directors of the Company
at its meeting held on 05th September 2025 has appointed M/s S Khasgiwala & Co
Chartered Accountants, as internal auditors for financial year 2025-26.

27. SECRETARIAL AUDITORS
The Company has appointed M/s Jaymin Modi & Co. Company
Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial
Audit for a term of Five Years from 2025-26 to 2029-30 to issue Secretarial Audit
Report as per the prescribed format under rules in terms of Section 204(1) of
the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.
The Secretarial Audit Report for the FY 2025-26 is annexed herewith and
forms part of this report as Annexure D. Secretarial Audit is not applicable to
the Subsidiary, not being a material subsidiary.

28. COST RECORDS AND COST AUDIT
The provision of the Companies (Cost Records and Audit) Rules, 2014 is
not applicable to the Company. Maintenance of cost records as prescribed under
the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for
the business activities carried out by the Company for the FY 2025-2026.
Accordingly, such accounts and records are not made and maintained by the Company
for the said period.

29. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR
REPORTS.
The Statutory Auditor and Internal Auditor have not given any Qualification,
Reservation, Adverse remark or disclaimer in their report for the financial Year
ended on 31st March 2026.
The Observation made by Statutory Auditor and Internal Auditor are self-explanatory
and have been dealt with an Independent Auditor's report and its Annexure
forming part of this Annual Report and hence do not require any further
clarification.
The Observation/remarks of Secretarial Auditor and comment of Board of
Director are as under.

  

    
Secretarial Auditor Observation/remark
    
Board Reply
  
  

    
Some of the Intimations under the provisions of the Companies
    Act, 2013 have been filed after the lapse of statutory time period. However, necessary
    additional fees have been remitted for such delay.
    
Wherever there is filing of ROC e-forms the company has paid
    the requisite additional fees.
  


30. CORPORATE GOVERNANCE
The Company is committed towards maintaining the highest standards of
Corporate Governance and adhering to the Corporate Governance requirements as set
out by Securities and Exchange Board of India. The Report on Corporate Governance
as stipulated under regulation 34 (3) and Part C of schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual
Report. The Certificate from the practicing Company Secretary confirming compliance
with the conditions of Corporate Governance as stipulated under regulation 34
(3) and Part E of schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is also published in this Annual Report as Annexure
E.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under
review, as stipulated under regulation 34 (3) and Part B of schedule V of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed
to this Annual Report as Annexure F.

32. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES
Vasudhara Media Ventures Private Limited is a wholly owned subsidiary
of the Company, while Dharmaveer Media City Private Limited, 
Maa Shanti Motion Pictures Private Limited, Samidha Khalid Ventures Private
Limited, MJ Creative Studio Private Limited, Mad Lab Alpha Private Limited, Bodhi
Media Network Private Limited and Moving Image Studios Private Limited are
subsidiaries of the Company. Phataka Films LLP and Guroudev Bhalla Screens LLP are
joint ventures of the Company. Lehren Networks Private Limited is an associate of
the Company. The Consolidated Financial Statements of the Company form part of this
Annual Report. The Annual Report of the Company does not contain the Financial
Statements of its subsidiaries and step-down subsidiary. The Audited Annual Accounts and
related information of the Company's Subsidiary will be made available upon
request. These documents will be available for inspection during all days expect
Saturdays, Sundays and public holidays from 10.00 a.m. to 4 p.m. at the
Company's Registered Office.

33. VIGIL MECHANISM
The Company has established a vigil mechanism policy to oversee the
genuine concerns expressed by the employees and other Directors. The Company has
also provided adequate safeguards against victimisation of employees and Directors
who express their concerns. The Vigil Mechanism Policy is available at the website
of the Company.

34. REPORTING OF FRAUD BY AUDITORS
During the year under review, the Internal Auditors, Statutory Auditors
and Secretarial Auditor have not reported any instances of frauds committed in
the Company by its Officers or Employees to the Audit Committee under section
143(12) of the Act, details of which needs to be mentioned in this Report.

35. PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing
Regulations, your Company has devised a policy containing criteria for evaluating
the performance of the Executive, Non-Executive and Independent Non-Executive
Directors, Key Managerial Personnel, Board and its Committees based on the
recommendation of the Nomination & Remuneration Committee. Feedback was sought
by way of a structured questionnaire covering various aspects of the Board's
functioning, such as adequacy of the composition of the Board and its Committees,
Board culture, execution and performance of specific duties, obligations, and governance.
The manner in which the evaluation has been carried out is explained in the
Corporate Governance Report, forming part of this Annual Report.
The Board of Directors of your Company expressed satisfaction about the
transparency in terms of disclosures, maintaining higher governance standards and
updating the Independent Directors on key topics impacting the Company.

36. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.
There are no material changes and commitments affecting the financial
position of the Company occurred during the financial year.

37. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE
During the year there has been no significant material orders passed by
the Regulators or Courts or Tribunals impacting the going concern status and
company's operations in future.

38. COMMITTEES OF THE BOARD
In accordance with the Companies Act, 2013, the Board has constituted
the requisite committees. There are currently seven Committees of the Board, as
follows:
• Audit Committee: 
• Nomination and Remuneration Committee: 
• Stakeholders' Relationship Committee. Details of all the
Committees along with their charters, composition and meetings held during the year,
are provided in the "Report on Corporate Governance", a part of this Annual
Report.

39. OTHER DISCLOSURES
The Company does not have any Employees Stock Option Scheme in force
and hence particulars are not furnished, as the same are not applicable. No
proceedings against the Company is initiated or pending under the Insolvency and
Bankruptcy Code, 2016. The details of difference between amount of the valuation
done at the time of onetime settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the reasons thereof – Not
Applicable.

40. POLICIES
The Company seeks to promote highest levels of ethical standards in the
normal business transactions guided by the value system. The SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of
certain policies for listed companies. The Policies are reviewed periodically by
the Board and are updated based on the need and compliance as per the applicable
laws and rules and as amended from time to time. The policies are available on the
website of the Company at https://www.bodhitreemultimedia.com/investors.html.

41. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS
Your Directors hereby confirm that the Company has complied with the
necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard
2 to the extent applicable to the Company.

42. ENHANCING SHAREHOLDER VALUE
Your company firmly believes that its success, the marketplace and a
good reputation are among the primary determinants of value to the shareholder.
The organisational vision is founded on the principles of good governance and
delivering leading-edge products backed with dependable after sales services.
Following the vision your Company is committed to creating and maximising long-term
value for shareholders.

43. CAUTIONARY STATEMENT
Statements in the Board's Report and the Management Discussion
& Analysis describing the Company's objectives, expectations or forecasts
may be forward looking within the meaning of applicable securities laws and
regulations. Actual results may differ materially from those expressed in the
statement. Important factors that could influence the Company's operation
include global and domestic demand and supply conditions affecting selling prices
of raw materials, finished goods, input availability and prices, changes in
government regulations, tax laws, economic developments within and outside the
country and various other factors.

44. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES.
As per provision of Section 135 of the Companies Act, 2013 read with
Rule 8 of Companies Corporate Social Responsibility (Policy) Rules, 2014, the
Board has approved CSR Policy and the Company has spent towards CSR activities,
details of which are provided in attached Annexure G to Director's Report.

45. ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their sincere
appreciation and gratitude for the continued co-operation extended by shareholders,
employees, customers, banks, suppliers and other business associates.

  

    
For and behalf of Bodhi Tree Multimedia Limited
  
  

    
sd/-
  
  

    
Mautik Ajit Tolia
  
  

    
Chairman and Managing Director
  
  

    
DIN 06586383
  
  

    
Date: 05.09.2026
  
  

    
Place: Mumbai