D B Corp Ltd

FINANCIAL PERFORMANCE

The Audited Financial Statements for the Financial Year 2023-24 have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 (the ‘Act') read with the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

REVIEW OF PERFORMANCE, OPERATIONAL HIGHLIGHTS AND FUTURE OUTLOOK

The print segment revenues grew by 4% in 2023 with advertising revenues grew 4%, while circulation grew 3%. Overall ad volumes increased 2% over 2022. Advertising in English publications recovered to 74% of pre-Covid levels, while advertising in Hindi and regional language publications recovered to around 93%. Hindi continued as the largest contributor to ad volumes, given it has the largest reach of any language in India. Auto, FMCG, Real Estate, Education and Government were the largest contributors to print revenue (Source: FICCI E&Y Media & Entertainment Sector Report, March 2024)

The print media continued to be impactful and effective in the overall media landscape. With Dainik Bhaskar's powerful brand equity, solidified as India's #1 Newspaper Group, we have created a virtuous cycle of growth, aiding our advertisers' success while simultaneously thriving alongside them.

Newsprint prices continued to be soft in Q4 FY2024 and based on our assessment, we expect newsprint purchase prices to remain stable in the next few quarters.

Over the past four years, our Digital Business has emerged as a cornerstone of our growth strategy, driving significant advancements and solidifying our position in the market. Through relentless innovation, we have maintained a strong competitive edge, offering a highly personalised product experience that integrates text, graphics, videos, and innovative formats. Notably, our user base has surged from 2 million in January 2020 to approximately 18 million in May 2024, cementing Dainik Bhaskar's leadership as the top provider of Hindi and Gujarati News Apps. Building on our established dominance in print media, our digital footprint underscores our status as the leading "Phygital" Indian Language Newspaper.

Our success is driven by a three-pronged strategy focussed on high-quality content, exceptional user experience and robust technological infrastructure. We continuously enhance our content offerings, ensuring our users receive curated, hyperlocal news across various regions. Efforts to enrich the visual appeal of our news further bolster engagement, catering to diverse audience preferences and ensuring a compelling digital experience.

Overall, our steadfast commitment to innovation and quality has not only propelled our digital growth but also fortified our position as a market leader in news app engagement. As we continue to evolve and innovate, we remain dedicated to delivering unparalleled value to our users and maintaining our leadership in the evolving digital landscape.

Radio segment revenues grew by 10% in 2023 and Radio ad volumes increased by 19% compared to 2022. (Source: FICCI E&Y Media & Entertainment Sector Report, March 2024)

MY FM continues to connect with audience and augment listeners engagement activities through innovative content creation. MY FM network continues to maintain leadership position in key markets such as Chandigarh, Haryana, Punjab, Rajasthan, Madhya Pradesh, Maharashtra and Chhattisgarh and being the leading radio network, provides an extensive platform for advertisers to increase their consumer base and visibility in the market.

OPERATIONAL HIGHLIGHTS

Advertising Revenue

Circulation Revenue

Total Revenue

Raw Material consumed

Employee Cost

Other Expenses

EBITDA

Depreciation

Finance Cost

Profit after Tax (PAT)

FUTURE OUTLOOK

Print

Based on various independent research reports, newspaper has emerged as one of the most trustworthy and credible media vehicle since last few years in the backdrop of advent of garbage and fake news in social and other media mediums.

Advertisers and media agencies continue to put faith in this credible media source for their market outreach. Indian language newspapers are best placed since 90% of India population resides in Tier II & III towns / markets and which is growing in literacy and in economic indicators. Almost 70% of print advertising revenue is local / retail and for them print media is the most effective medium for their market campaigns and they feel that print media delivers best of the eyeballs for tactical / sales push advertising or even for brand creation.

Digital

As per the FICCI E&Y Media & Entertainment Sector Report, March 2024, the number of smartphone users in India has increased to 574 million and is further expected to grow to 640 million by 2026. The number of internet users has also reached to 800 million mark with rural India contributing more than the urban India. The report also mentions that use of the internet in Indic languages is becoming prevalent across online activities and 57% of internet users prefer to access internet content in Indic languages.

With the growing opportunities in the digital market, Dainik Bhaskar is well-equipped with the best-in-class technology, experience and content for its readers. We are building other levers within our App to ensure we're able to engage and form daily habits with our readers even beyond serious news content, by ensuring we serve additional adjacent needs linked to knowledge and information. We also intend to leverage interactive and innovative content formats to drive word of mouth and organic growth of our Direct App User Base along with high engagement, loyalty and long term "willingness to pay". Dainik Bhaskar offers high-quality local news that's worth paying for - which is in-depth, exclusive and original - while being hyperlocal at very high quality.

Radio

MY FM continues to connect with audience and augment listener's engagement activities through its innate ability to create relevant regional content which will help us drive growth.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company that have occurred between the close of the Financial Year i.e. March 31, 2024 and the date of this report.

DIVIDEND

The Company declared dividend as under:

* Declared by the Board of Directors at its meeting held on July 20, 2023, October 26, 2023 and May 22, 2024 and credited to the shareholders on August 11, 2023, November 17, 2023 and June 10, 2024, respectively.

@ Subject to deduction of tax at source.

The above dividends are in accordance with provisions of the Companies Act, 2013 and rules made thereunder and the Company's Dividend Distribution Policy which is available on the website of the Company at https://www. dbcorpltd.com/Investors.php. There has been no change in the policy during the year under review.

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire amount of profit for Financial Year 2023-24 in the Profit and Loss account as at March 31, 2024.

SHARE CAPITAL

During the year under review, your Company has neither issued any shares with differential voting rights nor sweat equity.

As on March 31, 2024, none of the Directors of the Company holds instruments convertible into equity shares of the Company.

EMPLOYEES' STOCK OPTION SCHEMES

The Company grants share-based benefits to eligible employees with a view to attracting and retaining the best talent, encouraging employees to align individual performances with Company's objectives and promoting increased participation by them in the growth of the Company.

Considering the value addition to the growth of the Company by employees through their past performance, the Company formulated and administered DBCL ESOS - 2008 Scheme and DBCL ESOS - 2010 Scheme in the past which have concluded by passage of time. Presently, the DBCL ESOS - 2011 Scheme and DBCL ESOS - 2021 Scheme are in vogue under which options are granted in various tranches to reward the employees and motivate them for future growth and profitability.

The Compensation Committee of the Board of Directors has been constituted in accordance with the erstwhile SEBI (Share Based Employee Benefits) Regulations, 2014 (‘SEBI SBEB Regulations') to, inter alia, administer and monitor the Employee Stock Option Schemes. There has been no change in the DBCL ESOS - 2011 Scheme and DBCL ESOS - 2021 Scheme during the Financial Year under review.

During the Financial Year 2023-24, the Compensation Committee has granted 44,500 stock options in aggregate under the DBCL ESOS - 2011 Scheme under Tranche 17 and Tranche 18. No employee has been issued stock options during the year equal to or exceeding 1% of the issued share capital of the Company at the time of grant.

The disclosure in terms of Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘SEBI SBEBSE Regulations') is annexed herewith as ‘Annexure A' and forms part of the Board's Report. The same is also hosted on the Company's website at https://www.dbcorpltd.com/ Investors.php.

Certificates from the Secretarial Auditors viz. Makarand M. Joshi & Co., Company Secretaries have been obtained by the Company certifying that the Employee Stock Option Schemes i.e. DBCL ESOS - 2011 Scheme and DBCL ESOS - 2021 Scheme in vogue have been implemented in accordance with the SEBI SBEBSE Regulations and the respective special resolution passed by the Members. The said certificates will be open for inspection at the ensuing Annual General Meeting of the Company and are also annexed herewith as ‘Annexure B1 and Annexure B2' and form part of the Board's Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has two subsidiaries as on the date of this report viz. DB Infomedia Private Limited and I Media Corp Limited (step-down subsidiary). There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013.

The Company has prepared the Consolidated Financial Statements of the Company and of both the subsidiaries viz. DB Infomedia Private Limited and I Media Corp Limited, in the form and manner as that of its own, duly audited by M/s. Price Waterhouse Chartered Accountants LLP and M/s. Gupta Mittal & Co., the Joint Statutory Auditors in compliance with the applicable provisions of the Companies Act, 2013 (hereinafter referred to as the ‘Act'), accounting standards and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the ‘SEBI Listing Regulations').

The Consolidated Financial Statements for the Financial Year 2023-24 form part of the Annual Report and Accounts and shall be laid before the Members of the Company at the ensuing Annual General Meeting while laying the Standalone Financial Statements under Section 129(2) of the Act and the same are available on the website of the Company and can be accessed at the web-link: https://www.dbcorpltd.com/annual-reports.php.

Further, pursuant to the provisions of Section 136 of the Act, the Standalone Financial Statements of the Company, Consolidated Financial Statements along with relevant documents and separate Audited Accounts in respect of subsidiaries are available on the website of the Company at https://dbcorpltd.com/ under the tab ‘Reports & Financials'.

The Company does not have any material subsidiary in the immediately preceding Financial Year. However, your Company has formulated a Policy for determining ‘Material' Subsidiaries as defined under Regulation 16 of the SEBI Listing Regulations. This Policy has been hosted on the website of the Company and can be accessed at the web link: https://www.dbcorpltd.com/Investors.php.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the Financial Statements of the Company's subsidiaries in Form AOC-1 is attached to the Consolidated Financial Statements of the Company and forms a part of the Annual Report.

During the year under review, no company has become or ceased to be subsidiary, joint venture or associate company of your Company.

CHANGE IN NATURE OF BUSINESS

There has been no material change in the nature of business and operations of the Company during the year under review.

CREDIT RATING

The Company has obtained Credit Rating for its bank facilities from CARE Ratings Limited which is determined on the basis of recent developments including operational and financial performance of the Company. CARE Ratings Limited has the right to undertake surveillance / review of the rating from time to time based on circumstances warranting such review subject to at least one such surveillance / review every year.

On August 8, 2023, CARE Ratings Limited has reaffirmed the ratings assigned earlier viz. ‘CARE AA+; Stable (Double A Plus; Outlook: Stable)' for Fund based Long-term bank facilities and CARE AA+; Stable/CARE A1+ (Double A Plus; Outlook: Stable / A One Plus) for Non-fund based Long-term / Short-term bank facilities.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees given or security provided or acquisition of securities in terms of Section 186 of the Companies Act, 2013 have been given separately in the Financial Statements of the Company under Note 7 and Note 35(e) of the Standalone Financial Statements form part of the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered into during the Financial Year under review were on an arm's length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. There were no material related party transactions entered by the Company during the year under review that required Members' approval. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable for the Financial Year 2023-24.

All Related Party Transactions are placed before the Audit Committee for prior approval. Further, prior ‘omnibus approval' of the Audit Committee was obtained for the transactions which were repetitive in nature. The statement giving details of related party transactions entered into pursuant to the ‘omnibus approval', were placed before the Audit Committee for its review. In accordance with the Act and SEBI Listing Regulations, your Company has formulated a ‘Policy for dealing with Related Party Transactions' which is also available on the Company's website at https://www.dbcorpltd.com/Investors.php.

The details of the transactions with Related Parties are provided in the Financial Statements of the Company under Note 35 of the Standalone Financial Statements, form part of the Annual Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, no appointment was made on Board of Directors of your Company.

Mr. Santosh Desai (DIN: 01237902) has re-appointed as an Independent Director for second consecutive term of 5 (five) years with effect from October 21, 2023 to October 20, 2028 and Ms. Paulomi Dhawan (DIN: 01574580) has re-appointed as an Independent Director for second consecutive term of 5 (five) years with effect from July 28, 2024 to July 27, 2029, as approved by the members in the last Annual General Meeting held on September 12, 2023.

Mr. Ashwani Kumar Singhal (DIN: 01973769) Independent Director ceased to be Director of the Company with effect from the close of business hours on December 31, 2023 upon completion of his tenure as Independent Director. The Board places on record its appreciation for the valuable services rendered by Mr. Ashwani Kumar Singhal, during his tenure as Independent Director of the Company.

Pursuant to Section 152 of the Act and the Articles of Association of the Company, Mr. Pawan Agarwal (DIN: 00465092), Director retire by rotation at the ensuing 28^th Annual General Meeting and being eligible, has offered himself for re-appointment as Director of the Company. He has confirmed that he is not disqualified from being appointed as a Director in terms of Section 164 (1) and (2) of the Act.

The Board in its meeting held on July 16, 2024 has approved the revision in the remuneration of Mr. Sudhir Agarwal (DIN: 00051407), Managing Director of the Company for his remaining current term i.e. till December 31, 2026 and of Mr. Pawan Agarwal (DIN: 00465092), Deputy Managing Director of the

Company for his remaining current term i.e. till July 30, 2028, with effect from October 1, 2024 subject to the approval of the Members of the Company.

The brief resume and other information/details of Mr. Pawan Agarwal and Mr. Sudhir Agarwal as required under Regulation 36(3) of the SEBI Listing Regulations and Clause 1.2.5 of the Secretarial Standard on General Meetings (SS-2) is given in the Notice of the ensuing 28^th Annual General Meeting.

The Board recommends the re-appointment of Mr. Pawan Agarwal, as Director retire by rotation and revision in the remuneration of Mr. Sudhir Agarwal, Managing Director for his remaining current term i.e. till December 31, 2026 and of Mr. Pawan Agarwal, Deputy Managing Director for his remaining current term i.e. till July 30, 2028, with effect from October 1, 2024 for approval by the members of the Company at the ensuing 28^th Annual General Meeting of the Company.

During the year under review, none of the Independent Directors of the Company had resigned before the expiry of his / her respective tenure(s).

All the Directors of the Company have confirmed that they are not disqualified from being appointed / continuing as Directors in terms of Section 164 (1) and (2) of the Act.

All the Independent Directors of the Company namely, Mr. Santosh Desai (DIN:01237902), Ms Anupriya Acharya (DIN: 00355782) and Ms. Paulomi Dhawan (DIN: 01574580) have given their respective declarations under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations and have confirmed that they fulfil the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and have also confirmed that they are not aware of any circumstance or situation which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. They have also confirmed compliance with the provisions of sub-rules (1) and (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 with respect to inclusion of their name in the data bank of the Indian Institute of Corporate Affairs ("IICA") and hold a valid registration.

Further, the Board after taking these declarations on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant proficiency, expertise and experience and fulfil the criteria to qualify as Independent Directors of the Company and are independent of the management of the Company.

Ms. Anita Gokhale, Company Secretary & Compliance Officer has stepped down from the position of Company Secretary & Compliance Officer at the close of business hours on March 31, 2024 due to her personal commitments. Consequently, she also ceased to be a Key Managerial Personnel of the Company as per the provisions of the Companies Act, 2013. The Board noted the same and placed on record its sincere appreciation for the valuable contribution made by Ms. Anita Gokhale during her long tenure with the Company.

For the smooth transition, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at its Meeting held on January 25, 2024, appointed Mr. Om Prakash Pandey as Company Secretary & Compliance Officer of the Company with effect from April 1, 2024.

Pursuant to Section 203 of the Act, the Key Managerial Personnel of the Company are as under:

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

In terms of the requirements of Regulation 25 of the SEBI Listing Regulations, the details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. are available on the website of the Company and can be accessed at the web link: https:// www.dbcorpltd.com/Investors.php.

BOARD EVALUATION

Pursuant to the applicable provisions of the Act and SEBI Listing Regulations, the Board carried out an annual evaluation of its performance as well as of the working of its committees and individual directors. The criteria for the3 performance evaluation are set out in the Corporate3 Governance Report forming part of the Annual Report.

A formal performance evaluation was carried out where the Board made an annual evaluation of its own performance, the performance of directors individually as well as the evaluation of the working of its various committees for the

Financial Year 2023-24 on the basis of a structured questionnaire on performance criteria.

The outcome of the Board Evaluation for the Financial Year 2023-24 was discussed by the Nomination and Remuneration Committee and the Board at their respective Meetings held on May 22, 2024. Qualitative comments and suggestions of Directors were taken into consideration by the Committee and Board members. The Directors have expressed their satisfaction with the evaluation process.

MEETINGS OF THE BOARD OF DIRECTORS

Total four (4) Board Meetings were held during the year under review and the gap between any two Board Meetings was not more than 120 days in conformity with the requirements of SEBI Listing Regulations, Secretarial Standards on Meetings of the Board of Directors (SS-1) and that of the Act and the Rules framed thereunder.

Detailed information on the Meetings of the Board, its Committees and the Annual General Meeting is included in the Report on Corporate Governance forms part of the Annual Report.

There was no occasion where the Board has not accepted any recommendation of the Audit Committee.

COMMITTEES OF THE BOARD

As on March 31, 2024, the Board has seven committees, viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Compensation Committee, Risk Management Committee and Executive Committee.

During the year under review, all recommendations of the Committees of the Board which were mandatorily required have been accepted by the Board.

A detailed note on the composition of the Board and its Committees is provided in the Corporate Governance Report forms part of the Annual Report.

AWARDS AND ACCOLADES

Your Company has won silver at the Indian Marketing Awards organised by Exchange4Media for Best use of Print for the campaign ‘Ek Ped Ek Zindagi'. At Ideafest 2023, your Company was honoured as WCRCINT India's Transformational Brand 2023. Your Company won awards at AFAQs Media Brands Awards under various categories, viz. Best Print Ad (Campaign) - Gold - for Sachchi Baat Bedhadak Campaign, Best Print ad (Single) - Gold - for Independence Day Advertisement and Newspaper of The Year Award – Dainik Bhaskar. My FM has achieved significant recognition by winning 4 awards under different categories at Gold Mikes Awards 2023.

Your Company has been recognised as one of the premier companies for employee satisfaction, securing an impressive rating of 4.4 out of 5 in the mid-size category in the esteemed ABECA 2024 AmbitionBox Employee Choice Awards.

STATUTORY AUDITORS AND AUDITORS' REPORT

In terms of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at 26^th Annual General Meeting (AGM) held on September 20, 2022 had approved the re-appointment of M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) and M/s. Gupta Mittal

& Co. (Firm Registration No. 009973C) as the Joint Statutory Auditors of the Company for a period of 5 (five) years until the conclusion of the 31^st AGM of the Company to be held in the calendar year 2027.

The statutory auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

The Auditor's Report given by M/s. Price Waterhouse Chartered Accountants LLP and M/s. Gupta Mittal & Co., Joint Statutory Auditors on the Financial Statements of the Company for the Financial Year 2023-24 is part of the Annual Report. The Auditor's Report does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL AUDITORS, SECRETARIAL AUDIT REPORT AND SECRETARIAL COMPLIANCE REPORT

Secretarial Audit Report:

In terms of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Makarand M. Joshi & Co., Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year ended on March 31, 2024.

The Secretarial Audit Report given by the Secretarial Auditors in the prescribed Form MR-3 is annexed herewith as ‘Annexure C' and forms part of the Board's Report. There is no qualification, reservation, adverse remark or disclaimer in the Secretarial Audit Report.

Secretarial Compliance Report:

In terms of Regulation 24A(2) of the SEBI Listing Regulations every listed entity has to submit a Secretarial Compliance Report in such form as specified to Stock Exchanges within sixty days from end of each Financial Year.

The said Secretarial Compliance Report for Financial Year 2023-24 has been submitted by the Company to the Stock Exchanges within the prescribed time limit. There is no qualification, reservation, adverse remark or disclaimer in the Secretarial Compliance Report.

COST ACCOUNTS AND COST AUDITORS

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the cost accounting records maintained by the Company in respect of its Radio business are required to be audited by a Cost Auditor.

The Company has received written consent from the Cost Auditors that their appointment is in accordance with the applicable provisions of the Act and rules framed thereunder. The Cost Auditors have confirmed that they are not disqualified to be appointed as the Cost Auditors of the Company for FY 2024-25.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors have not reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee or Board of Directors of the Company as mandated under Section 143(12) of the Act. Further, the Cost Auditors and Secretarial Auditors have also not reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee or Board of Directors of the Company.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant or material orders passed by the Regulators or Courts or Tribunals impacting the ‘going concern status' of the Company and its future operations.

The Income Tax Department had carried out a search operation at the Company's various business premises under Section 132 of the Income-tax Act, 1961 in July 2021. The Company had made the necessary disclosures to the stock exchanges in this regard on July 23, 2021 in accordance with Regulation 30 of the SEBI Listing Regulations.

Following the search operation, the Company has received notices under Section 142(1)/Section 143(2) of the Income-tax Act, 1961 for the assessment years 2018-19 to 2022-23. The Company has received assessment orders for all the 5 assessment years for which, the Company has filed appeals. After a thorough evaluation of each disallowance and basis of evaluation supported by tax expert's view, the management have made necessary provisions for tax liabilities or considered them as contingent liabilities.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As a socially responsible corporate citizen, your Company has been persistently exploring novel opportunities and possibilities in the form of sustainable programmes or projects for its CSR activities in order to create larger social impact and positive changes in the lives of community.

The Company through various CSR initiatives and programmes continues to invest in addressing the most persistent needs of the community. All CSR interventions are conceived and implemented through a focussed approach towards target beneficiaries for generating maximum impact. Operating in the field of newspapers publication, the Company actively carried out mass movements through its editorial and on-ground campaigns on various social issues like ‘Kanya Shiksha Abhiyaan', ‘Sarthak Deepawali', ‘Vastradaan', etc.

During Financial Year 2023-24, the Company has undertaken the CSR initiatives in the fields of animal welfare, eradicating hunger, poverty and malnutrition, promoting education, promoting preventive health care, protection of flora & fauna and protection of national heritage, thereby, helping in the upliftment of the underprivileged and disadvantaged sections of the society and focus on social issues. All the CSR activities are aligned to the requirements of Section 135 of the Act and the Company is in compliance with the statutory requirements in this regard. The Annual Report on the CSR activities in prescribed format is annexed herewith as ‘Annexure D' and forms part of the Board's Report

The Company has adopted and amended its Corporate Social Responsibility Policy (CSR Policy) in line with the provisions of Section 135 of the Act and Rules made thereunder or as warranted, from time to time. During the year under review, the Board in its meeting held on January 25, 2024 has amended the CSR Policy to enlarge the scope of function of CSR Committee to review the initiatives taken by the Company from an environmental, social and governance perspective and due to re-constitution of the CSR Committee. The CSR Policy deals with objectives, scope/areas of CSR activities, CSR Committee roles, implementation and monitoring of CSR activities, CSR budget, reporting, disclosures etc. The CSR Policy is hosted on the Company's website and may be accessed at the link: https://www.dbcorpltd.com/csr.php.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted or invited any deposits from the public within the meaning of Chapter V of the Act and applicable rules made thereunder and as such, there is no question of any amount being outstanding on account of principal or interest on deposits from the public as on the date of the Balance Sheet.

LOAN FROM DIRECTOR OR DIRECTOR'S RELATIVES

During the year under review, the Company has not taken any loan from the Director(s) or their relatives.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with Regulation 34 read with Schedule V to the SEBI Listing Regulations, every listed company is required to prepare the Management Discussion and Analysis Report as a part of Board's Report or as an addition thereto. Accordingly, the Management Discussion and Analysis Report as approved by the Board of Directors of the Company is given separately in the Annual Report.

REPORT ON CORPORATE GOVERNANCE

A separate Report on Corporate Governance as prescribed under the SEBI Listing Regulations, together with a certificate from the Company's Statutory Auditors confirming compliance with the conditions of Corporate Governance as stipulated in SEBI Listing Regulations is given separately in the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

A detailed Business Responsibility and Sustainability Report as required under Regulation 34 of the SEBI Listing Regulations is given separately in the Annual Report.

ANNUAL RETURN

In compliance with the provisions of Section 92 of the Companies Act, 2013 and rules made thereunder, the Annual Return of the Company for the financial year ended March 31, 2024 has been uploaded on the website of the Company and the same is available on the Company's website at https://www.dbcorpltd.com/annual-reports.php.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

Your Company has deployed a vigorous Internal controls and Audit mechanism to facilitate an accurate and fair presentation of its financial results. A detailed section on the Company's internal financial controls with reference to Financial Statements and its adequacy is a part of the Management Discussion and Analysis Report which forms part of the Annual Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a safe and conducive work environment to all of its employees. In line with this, your Company has in place a policy for prevention of sexual harassment at the workplace as per the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. Further, the Policy also gives shelter to trainees and retainers. In line with the requirements of the said Act, an Internal Complaints Committee (‘ICC') has been set up to redress the complaints received regarding sexual harassment at workplace.

During Financial Year 2023-24, no case was reported to the ICC.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

Integrity and ethics have been the bedrock of all the Company's corporate operations. DBCL is committed to conducting its business in accordance with the highest standards of professionalism, honesty & ethical behaviour and has the best systems in place to nurture a similar working culture, therefore, DBCL which is among the first few companies in India who had taken active steps towards establishing a ‘Whistle-blowing Mechanism'. This initiative was taken to encourage Employees, Circulation/ Advertisement Agents and Suppliers/Vendors to report irregularities in operations, besides complying with the statutory requirements under the Act and the SEBI Listing Regulations. Any DBCL Employees, Circulation/ Advertisement Agents and Suppliers/Vendors can raise his/ her Concern/Complaint on the dedicated phone numbers, or through email or post. These phone numbers are operational all 365 days. These reporting channels can be accessed in Hindi, English, Marathi and Gujarati.

An Internal Ethics Committee has been established to operate this policy under the supervision of the Audit Committee. All the Concerns/Complaints are categorised and prioritised, based on their nature, and corrective or disciplinary actions are taken based on the seriousness of the issue/findings. If the whistle blower is not satisfied with the actions taken, the mechanism also has an Escalation Protocol in place. Through this process, the mechanism considers and extends complete protection to the whistle blower.

The Whistle Blower Policy has been appropriately communicated within the Company and is available on the website of the Company at https://www.dbcorpltd.com/ Investors.php.

RISK MANAGEMENT POLICY

The Company recognises that risk is an integral and inevitable part of business and is fully committed to manage the risks in a proactive and efficient manner. The Company has a disciplined process for continuously assessing risks in the internal and external environment along with minimising the impact of risks.

Your Company has adopted the Risk Management Policy and is very keen on identifying, evaluating and managing significant risks faced by the Company and it prioritises relevant action plans in order to mitigate such risks. This is primarily the responsibility of the Risk Management Committee carried out through discussing the management submissions on risks, evaluating key risks and approving action plans to mitigate such risks. Risk management framework is reviewed periodically by the Risk Management Committee.

The development and implementation of Risk Management Policy has been covered in the Corporate Governance Report, which forms part of the Annual Report.

POLICY ON NOMINATION AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Nomination and Remuneration Committee (NRC) of the Board of Directors of the Company leads the process for Director's appointment in accordance with the requirements of the Act, the SEBI Listing Regulations and other applicable regulations and guidelines. As per the policy on Nomination and Remuneration of Directors, Key Managerial Personnel (‘KMPs') and other employees laid down by the said Committee, all the Board-level appointments are considered based on meritocracy. The potential candidates for appointment to the Board are, inter alia, evaluated on the basis of highest level of personal and professional ethics, standing, integrity, values and character, appreciation of the Company's vision, mission, values and prominence in business, institutions or professions and professional skill, knowledge and expertise, financial literacy and such other competencies and skills as may be considered necessary. In addition to the above, the candidature of an Independent Director is also evaluated in terms of the criteria for determining independence as stipulated under the Act, SEBI Listing Regulations and other applicable regulations and guidelines.

The remuneration paid to the Directors, KMPs and senior management is in accordance with the policy on Nomination and Remuneration of Directors, KMPs and other employees laid down by the NRC. During the year under review, the Nomination & Remuneration Policy has been amended in line with applicable provisions of SEBI Listing Regulations. The salient features of the Company's policy on Nomination and Remuneration of Directors, KMPs and other employees are given in the Corporate Governance, forms part of the Annual Report. The said policy is also available on the website of the Company at https://www.dbcorpltd.com/Investors.php.

HUMAN RESOURCES

A detailed section on the Company's Human Resource Development is a part of the Management Discussion and Analysis Report forms part of the Annual Report.

PARTICULARS OF REMUNERATION TO EMPLOYEES

A statement containing names of top ten employees of the Company in terms of Section 197(12) of the Act read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 with respect to the remuneration drawn and the particulars of employees is annexed herewith as ‘Annexure E' and forms part of the Board's Report.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Details as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are as under:

(a) Individual monitoring of each location's electrical panel's power factor was done by our internal maintenance team to avoid power factor penalties and maximise rebate/savings.

(b) Optimised UPS load to optimise UPS count and battery cost optimisation.

(c) Replaced all non-star rated air conditioners with five star inverter air conditioners.

(d) Converted press power system from Analog to Digital drives.

(e) Replaced conventional Lights with LED energy efficient lights across the locations.

(f) Installed automatic variable Speed drive Controller in Air compressor to minimise the electricity consumption at selected locations.

(b) In FY 2023-24, four (4) solar PV plants with capacity of 479 kWp were added at the above locations.

(c) Total solar generation at all locations was 28,86,840 kWh (units) in FY 2023-24.

Location-wise generation and savings are as follows:

Analog to Digital drive conversion.

The existing Analog drives became obsolete hence Digital drives have been installed to keep the panels up-to-date for efficient production.

Nil / Not Applicable.

The Company has not imported any technology in last three years reckoned from the beginning of the financial year, hence, nothing to report here.

Nil

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS

During the Financial Year 2023-24, your Company has complied with applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of Directors' and ‘General Meetings' respectively as notified by the Institute of Company Secretaries of India, New Delhi.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to Directors' Responsibility Statement it is hereby confirmed:

1. that in the preparation of the annual accounts for the year ended March 31, 2024, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2. that the Directors had selected such accounting policies and applied them consistently and made judgements 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 at March 31, 2024 and of the profit of the Company for the year ended as on that date;

3. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the Directors had prepared the annual accounts for the Financial Year ended March 31, 2024 on a ‘going concern' basis;

5. that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

6. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURE IN RESPECT OF SHARES WITH DIFFERENTIAL RIGHTS, SWEAT EQUITY SHARES, ETC.

During the year under review, there were no transactions or events with respect to the following, hence no disclosure:

The equity shares of the Company were not suspended from trading during the year.

OTHER DISCLOSURES

The Company has filed a petition with National Company Law Tribunal (NCLT), Indore Bench under IBC during FY 2021-22 for recovery of outstanding from its customer being Corporate Debtor. The NCLT Indore Bench vide its order dated August 5, 2022 has accepted the petition and directed for CIRP proceeding. The NCLT Indore Bench order has been challenged before National Company Law Appellate Tribunal, Delhi (NCLAT). The NCLAT vide its order dated December 8, 2023 has set aside the order of NCLT. On appeal before Supreme Court against NCLAT order, the Supreme Court vide its order dated February 26, 2024 has dismissed the matter.

CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion and Analysis Report describing the Company's objectives, expectations or predictions 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 operations include global and domestic demand and supply conditions affecting selling prices, new capacity additions, availability of critical materials and their cost, changes in government policies and tax laws, economic development of the country and other factors which are material to the business operations of the Company.

ACKNOWLEDGEMENT

The Board wish to place on record its deep sense of appreciation for continued support and co-operation received from the government, banks, financial institutions, investors, shareholders, customers, vendors and other stakeholders during the year under review. The Board also wish to place on record its grateful appreciation to all the employees of the Company for their unstinted dedication, commitment and contribution in the performance of the Company.

Annexure A

DISCLOSURES ON ESOS PURSUANT TO REGULATION 14 OF THE SEBI (SHARE BASED EMPLOYEE BENEFITS AND SWEAT EQUITY) REGULATIONS, 2021 AND RULE 12(9) OF THE COMPANIES (SHARE CAPITAL AND DEBENTURES) RULES, 2014 FOR THE FINANCIAL YEAR 2023-24

A Relevant disclosures in terms of the accounting standards prescribed by the Central Government in terms of section 133 of the Companies Act, 2013 including the ‘Guidance note on accounting for employee share-based payments' issued in that regard from time to time:

Refer Note no. 39 of Standalone Financial Statements, which forms part of the Annual Report.

B Diluted Earnings Per Share (EPS) on issue of equity shares pursuant to the schemes in accordance with Indian Accounting Standard (Ind AS) 33 - Earnings Per Share:

C Details related to ESOS

COMPLIANCE CERTIFICATE

[Pursuant to Regulation 13 of the Securities Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021]

To,

The Members,

D. B. Corp Limited

Plot No. 280, Sarkhej-Gandhinagar Highway, Nr. YMCA Club, Makarba, Ahmedabad – 380051

We, Makarand M. Joshi & Co., Company Secretary in practice, have been appointed as the Secretarial Auditor vide a resolution passed by the Board of Directors of D.B. Corp Limited (hereinafter referred to as ‘the Company'), having CIN- L22210GJ1995PLC047208 and having its registered office at Plot No. 280, Sarkhej-Gandhinagar Highway, Nr. YMCA Club, Makarba, Ahmedabad – 380051, in its meeting held on July 20, 2023. This certificate of the compliance, for the financial year 2023-24 is issued under the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (hereinafter referred to as ‘the Regulations').

Management Responsibility:

It is the responsibility of the Management of the Company to implement the Scheme including designing, maintaining records and devising proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.

Verification:

The Company has implemented D.B. Corp Limited - Employee Stock Option Scheme 2011 (‘the Scheme'), in accordance with the Regulations and in accordance with the approval by the Shareholders of the Company vide Special Resolutions passed in Extra-Ordinary General Meeting held on March 24, 2011 (‘Shareholder's Resolution').

To verify the compliance, we have examined the following:

10. In-principle approvals from BSE Limited dated September 06, 2011 and National Stock Exchange of India Limited dated September 16, 2011.

Certification:

In our opinion and to the best of our information and according to the verifications as considered necessary and explanations furnished to us by the Company and its Officers, we certify that the Company has implemented the D.B. Corp Limited - Employee Stock Option Scheme 2011 in accordance with the applicable provisions of the Regulations and Shareholder's Resolutions of the Company.

Assumption & Limitation of Scope and Review:

Annexure D

Annual Report on CSR Activities

[Pursuant to Section 135 of the Companies Act, 2013 and Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014]

As a socially responsible corporate citizen, the Company has been persistently exploring novel opportunities and possibilities in the form of sustainable programmes or projects for its CSR activities in order to create larger social impact and positive changes in the lives of community.

The Company through various CSR initiatives and programmes continues to invest in addressing the most persistent needs of the community. All CSR activities are conceived and implemented through a focused approach towards target beneficiaries for generating maximum impact. Operating in the field of newspaper publication, the Company actively carried out mass movements through its editorial and on-ground campaigns on various social issues like ‘Kanya Shiksha Abhiyaan', ‘Sarthak Deepawali', ‘Vastradaan', etc. The Company's focus areas are concentrated on increasing access to health, education, environment sustainability, betterment of under-privileged people, nature conservation, national heritage, etc.

During the Financial Year 2023-24, the Company has undertaken the CSR initiatives in the fields of animal welfare, eradicating hunger, poverty and malnutrition, promoting education, promoting preventive health care, protection of flora and fauna and protection of national heritage, thereby, helping in the upliftment of the underprivileged and disadvantaged sections of the society and focus on social issues. All the CSR activities are aligned to the requirements of Section 135 of the Companies Act, 2013 and the Company is in compliance with the statutory requirements in this regard.

As per the CSR Policy of the Company, the CSR Projects are undertaken based on the annual action plan formulated and recommended by the CSR Committee and approved by the Board. The CSR Committee reviews the progress of CSR activities undertaken on a regular basis or as and when required.

The Company has adopted and amended its Corporate Social Responsibility Policy (CSR Policy) in line with the provisions of Section 135 of the Companies Act, 2013 and Rules made thereunder or as warranted, from time to time. The CSR Policy deals with objectives, scope/areas of CSR activities, CSR Committee roles, implementation and monitoring of CSR activities, CSR budget, reporting, disclosures etc. The CSR Policy is hosted on the Company's website and may be accessed at the link: https://www.dbcorpltd.com/csr.php

*Ms. Anupriya Acharya, Member of CSR Committee was designated as Chairperson with effect from January 1, 2024.

*Ms. Paulomi Dhawan and Mr. Girish Agarwal were appointed as Members of CSR Committee with effect from January 1, 2024.

**Mr. Ashwani Kumar Singhal, Independent Director ceased to be Director of the Company with effect from the close of business hours on December 31, 2023 upon completion of his tenure as Independent Director and consequently ceased as Chairperson of CSR Committee.

***Mr. Sudhir Agarwal stepped down as Member of CSR Committee with effect from January 1, 2024.

The composition of CSR Committee, CSR Policy and CSR projects approved by the Board are disclosed on website of the Company and the web-link of the same is https://dbcorpltd.com/csr.php

Not Applicable.

(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil

(d) Amount required to be set-off for the financial year, if any: Nil

(e) CSR amount spent or unspent for the Financial Year:

(f) Excess amount for set-off, if any:

No

If Yes, enter the number of Capital assets created / acquired Nil

Furnish the details relating to such asset(s) so created / acquired through Corporate Social Responsibility amount spent in the Financial Year 2023-24:

Not Applicable.

Details pertaining to Remuneration

[Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

Note:

Apart from Mr. Sudhir Agarwal, Managing Director and Mr. Pawan Agarwal, Deputy Managing Director, none of the other Directors are paid remuneration in any form other than sitting fees.

Notes:

(i) Apart from Mr. Sudhir Agarwal, Managing Director and Mr. Pawan Agarwal, Deputy Managing Director, none of the other Directors are paid remuneration in any form other than sitting fees.

(ii) Mr. Lalit Jain was appointed as Chief Financial Officer of the Company with effect from April 1, 2023.

The average percentile increase in the salary of employees other than the managerial personnel was 7% during the year 2023-24 while the managerial remuneration increased by 24%. The increase in the salary of the employees was an increment as per the Policy of the Company guided by various factors such as inflation, talent retention, reward for individual performance and the overall performance of the Company, while increase in the managerial remuneration (remuneration of Managing Director and Deputy Managing Director) was in line with the terms of appointment and remuneration as approved by the members of the Company.

The remuneration paid is as per the Remuneration Policy of the Company, as applicable.

Notes:

(i) None of the employees is relative of the Directors of the Company.

(ii) None of the employees holds by himself or along with his spouse and dependent children, two percent or more of the equity shares of the Company. (iii) Remuneration includes salary, allowances and perquisites as per provisions of the Income Tax Act, 1961.