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BODHI TREE MULTIMEDIA LIMITED Proxy Solicitation & Information Statement 2025

Dec 24, 2025

59545_rns_2025-12-24_0de59f7c-e638-441a-b609-42af674ce9de.pdf

Proxy Solicitation & Information Statement

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December 24, 2025

To,
The Listing Compliance
NATIONAL STOCK EXCHANGE OF INDIA
LTD.
Exchange Plaza, C-1, Block G,
Bandra Kurla Complex,
Bandra (E) Mumbai – 400051
NSE SYMBOL: BTML

To,
Manager
Department of Corporate Services,
BSE LIMITED
P. J. Towers, Dalal Street,
Mumbai – 400 001.
BSE SCRIP: 543767

Subject: Outcome of Board Meeting held on 24th December 2025 – Approval of Corrigendum to EGM Notice.

Dear Sir / Madam,

In reference to the captioned subject and in continuation of the outcome of the Board Meeting held on 27th November 2025 and the announcement of the Notice of Extraordinary General Meeting dated 5th December 2025, and pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that the Board of Directors of Bodhi Tree Multimedia Limited, at its meeting held today, i.e., 24th December 2025, inter alia, considered and approved the following:

  1. The Board took note of the recommendations received from the Stock Exchange and accordingly approved the necessary additions/ modifications to the Notice of the Extraordinary General Meeting.

  2. The Board also approved Corrigendum No. 01 to the Notice of the Extraordinary General Meeting of the members of the Company, scheduled to be held on Tuesday, 30th December 2025 at 12:00 Pm (IST) Through Video Conferencing (VC) / Other Audio-Visual Means (OAVM).

The Corrigendum is available on the website of the Company at https://bodhitreemultimedia.com/investors.html and will also be submitted to the Stock Exchange(s).

The Board meeting commenced at 3:00 PM and concluded at 4:00 PM,

For and on behalf of the Board of the Directors of BODHI TREE MULTIMEDIA LIMITED

Mautik Digitally signed by Mautik Ajit Tolia Date: 2025.12.24 Ajit Tolia 16:22:50 +05'30' MAUTIK AJIT TOLIA MANAGING DIRECTOR DIN: 06586383

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BODHI TREE MULTIMEDIA LIMITED

28-B, 6[th] Floor Bhukhanvala Chambers, Veera Industrial Estate, Off Link Road, Andheri (W), Mumbai- 400053 Tel.: 022 3512 9058 Email: [email protected] www.bodhitreemultimedia.com CIN: L22211MH2013PLC245208

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CORRIGENDUM TO THE NOTICE OF THE 1ST EXTRA-ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF BODHI TREE MULTIMEDIA LIMITED FOR THE FINANCIAL YEAR 2025–2026 DATED 27th NOVEMBER 2025

To,

The Members of Bodhi Tree Multimedia Limited

This corrigendum is being issued to inform the members of the Company about certain alterations / modifications made to the Explanatory Statement in respect of Item Number 1 of the Notice convening the Extra-Ordinary General Meeting (EGM) of the Company.

This Corrigendum shall form an integral part of the original EGM Notice, which has been or will be circulated to the Shareholders of the Company. Accordingly, from the date of this Corrigendum, the Notice of the EGM shall be read in conjunction with this Corrigendum.

This Corrigendum is also being made available on the following platforms:

  • The website of the Company at https://www.bodhitreemultimedia.com/

  • The website of the National Securities Depository Limited.

  • The website of the Stock Exchange where the equity shares of the Company are listed.

All other terms and contents of the Notice of the Extra-Ordinary General Meeting, except as specifically modified or supplemented by this Corrigendum, shall remain unchanged.

In the said Explanatory Statement under Item Number 1, the following was inadvertently stated and is now being corrected through this intimation, as mentioned below.

1. Objects of the Preferential Issue:

Purpose for which issue proceeds is proposed to be utilized Total
Estimated
amount
In
Rs.)
Tentative
timelines
for
utilization
of
Issue
Proceeds from the date of
receipt of funds
The objective of the issue is to raise funds for strategic investment
purposes, which shall be utilized to discharge the purchase
consideration
for
acquisition
of
2,00,000
equity
shares,
representing 20% of the shareholding of Lehren Networks Private
Limited.
Rs.
1,20,00,000/-
Within 2 weeks.

As the proposed total issue size does not exceed Rs. 100 crores, thus Regulation 162A of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, appointment of Monitoring Agency is not applicable.

In terms of the NSE Circular No. NSE/CML/2022/56 dated December 13, 2022 and the BSE Circular No. 2022121347 dated December 13, 2022, the amount specified for the aforementioned Objects may deviate +/- 10% depending upon the future circumstances, given that the Objects are based on management estimates and other commercial and technical factor. Accordingly, the same is dependent on a variety of factors such as financial, market and sectoral conditions, business performance and strategy, competition and other external factors, which may not be within the control of the Company and may result in modifications to the proposed schedule for utilization of the Issue Proceeds at the discretion of the Board, subject to compliance with applicable laws.

Accordingly, the same is dependent on a variety of factors such as financial, market and sectoral conditions, business performance and strategy, competition and other external factors, which may not be within the control of the Company and may result in modifications to the proposed schedule for utilization of the Issue Proceeds at the discretion of the Board, subject to compliance with applicable laws.

5. Amount which the Company intends to raise by way of issue of Equity Shares:

Rs. 1,20,00,000/- (Rupees One Crore Twenty Lakhs Only) for consideration other than cash (i.e. swap of shares) and the same is being done for the payment of consideration for the acquisition of 2,00,000 Equity Shares representing 20% shareholding of Lehren Networks Private Limited ("Selling Company") on a preferential.