D B Corp Ltd

To

The Members,

The Board of Directors of D. B. Corp Limited (hereinafter referred as the ‘Company' / ‘DBCL') takes great pleasure in presenting the 29^th Annual Report along with the Audited Standalone and Consolidated Financial Statements (‘Audited Financial Statements') for the financial year ended March 31, 2025 (‘FY 2024-25').

The past year reaffirmed the enduring strength of the Dainik Bhaskar Group and the indispensable role we continue to play in shaping the media landscape. In a dynamic and ever-evolving environment, print media stood as a pillar of credibility and depth, growing not just in reach but in relevance. It remains the core of our identity — trusted, impactful and deeply rooted in the lives of our readers. Our average cost of newsprint was 47,550 per metric tonne in FY 2024-25 as compared to 51,900 per metric tonne in FY 2023-24. This decline, coupled with efficient cost management and favorable foreign exchange movements, supported the Company's strong EBITDA margin in the print business. Despite a modest decline in total revenue and net profit compared to the previous financial year, DBCL's strategic initiatives in circulation and cost management contributed to its continued profitability. Private consumption accounts for more than 55% of the country's GDP. In this context, the revised income tax slabs under the new regime, along with lower inflation and interest rates, are expected to aid middle-income households, potentially boosting urban demand in segments such as ACs and two-wheelers.

India is at a defining moment - no longer only a story of potential, but one of unstoppable momentum, which one paints a powerful picture of India's future - set to become the global consumption capital, outpacing major economies and reshaping global market dynamics. Today, consumption accounts for 56% of India's GDP - and is growing at the fastest rate globally. By 2034, this consumption is expected to double, driven by a younger, more aspirational and increasingly urban population. Key enablers include the rise of nuclear households, a growing workforce and strategic tax reforms freeing up 1 lakh crore - catalysing an estimated 3.3 lakh crore in additional spending. India is not just growing - it is consuming with intent, energy and optimism.

Our Editorial excellence continues to be a hallmark of Dainik Bhaskar. In the general elections held in FY 2024-25, we stood out as the sole media organisation whose predictions closely mirrored the actual results, further solidifying our reputation as a reliable source of information for readers with ground connect.

Looking ahead, your Company remains optimistic about the future of print media in India. The Company's focus on editorial excellence, coupled with its robust digital presence, positions it well to capitalize on emerging opportunities in the evolving media landscape. Continued investment in reader engagement and operational efficiencies is expected to drive sustained growth and reinforce DBCL's leadership in the industry.

The Audited Financial Statements for the FY 2024-25 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, as amended from time to time.

The financial performance of the Company for the year ended March 31, 2025, on a Standalone and Consolidated basis is summarised below: ( in million)

As per FICCI E&Y Media & Entertainment (‘M&E') Sector Report released in March, 2025, the Indian media and entertainment sector grew 3.3% in 2024 to reach 2.5 trillion. It continued to contribute to the 0.73% to India's GDP. Bucking the global trend, print continued to survive in India where advertising revenues grew 1% in 2024, with a notable growth in premium ad formats, as print remained a "go-to" medium for more affluent and non-metro audiences. Subscription revenues fell 1% on the back of rising cover prices.

The print segment revenues remained stable at 259.6 billion in 2024. The advertising revenues grew 0.7% and circulation revenues declined by 1.2% in 2024. Hindi continued as the largest contributor to newspaper ad volumes, given it has the largest reach of any language in India, stable at 38% of ad volume share. Top five sectors that contributed 63% of ad volumes were auto, services, education, banking/ finance/investment and retail. (Source: FICCI E&Y Media & Entertainment Sector Report, March 2025)

For your Company, the advertisement revenue stood at 16,900 million in FY 2024-25 as against 17,524 million in the financial year 2023-24. In FY 2023-24, the ad revenue got momentum due to election-driven high base advertisements. The circulation revenue stood at 4,734 million in FY 2024-25 as against 4,791 million in the financial year 2023-24. There is a marginal fall in the circulation revenue by 1.2%.

Newsprint prices remained soft in FY 2024-25 and your Company expects it may remain soft for few more months in FY 2025-26 subject to dollar exchange fluctuation.

For the past five years, the Digital business has been a key focus area and an important pillar for future growth of our business and this focus has translated into strong gains. Our ability to innovate clearly puts us ahead of the competition with a highly personalized product experience – which includes text, graphics and videos as well as other new engaging formats. Our Apps have registered a tremendous growth from 2 million in January 2020 to approx. 20 million in March 2025. This has propelled Dainik Bhaskar to extend its leadership as the dominant digital leader with the #1 Hindi and Gujarati News Apps. With our dominance already established in the print format and now in the digital format, we are undoubtedly the #1 Phygital Indian Language Newspaper in the country.

During the year under review, your Company has launched an English mobile news application, Bhaskar English. It is designed for readers who prefer consuming news in English.

Your Company's three-dimensional approach towards user retention and engagement - high quality content, unparalleled user experience and strong technology backbone is one of the driving forces of its performance. The Company's teams continue to work on minor and major improvements to deliver the crisp content, curated by the editorial teams and ensure that its users get hyperlocal news from all towns, cities and states in our markets.

Radio segment revenues grew 9% in 2024 to 25 billion. Further, Radio ad volumes grew marginally by 3% in 2024 as compared to previous year (Source: FICCI E&Y Media & Entertainment Sector Report, March 2025).

Your Company's Radio business led industry growth with a 4.4% YOY increase in advertising revenue to 1,663 million for FY 2024-25.

MY FM continued to be relentless in its efforts to connect with the audience and enhance listener engagement through groundbreaking content creation. MY FM network continues to maintain its presence in 7 states and 30 cities.

Advertising Revenue stands at 16,900 million for FY 2024-25 as compared to 17,524 million for FY 2023-24.

Circulation Revenue stands at 4,734 million for FY 2024-25 as compared to 4,791 million for FY 2023-24.

Total revenue stands at 24,201 million for FY 2024-25 as compared to 24,803 million for FY 2023-24.

The cost of newsprint consumption was decreased by 13% YoY to 6,424 million for FY 2024-25 as compared to 7,352 million for FY 2023-24. The decrease in the raw material cost is owing to the softening of newsprint spot prices from as high as 600$ to around 500$.

The employee cost increased by 3% YoY amounting to 4,446 million for FY 2024-25 as compared to 4,317 million for FY 2023-24.

Other operating expenses (including Net impairment losses on financial assets) increased by 16% YoY amounting to 7,065 million for FY 2024-25 as compared to 6,112 million for FY 2023-24.

EBITDA degrow by 11% to 6,266 million for FY 2024-25 as compared to 7,022 million in FY 2023-24.

Depreciation and amortization expenses decreased by 9% YoY to 1,037 million during FY 2024-25 from 1,140 million during FY 2023-24.

Finance Cost increased by 4% YoY amounting to 247 million in FY 2024-25 from 238 million in FY 2023-24.

The Operational PAT stands at 3,706 million during FY 2024-25 as compared to 4,244 million during FY 2023-24.

As per the FICCI E&Y Media & Entertainment Sector Report, March 2025, the Print segment can grow to 267 billion by 2027. While the media landscape is changing to include digital platforms, print will remain a powerful and credible medium, especially in India's tier 2 and 3 cities, where trust in traditional formats runs deep. It will reach a steady state with a loyal reader base within the next year or two, most of which will probably come from the growing base of educated people entering the workforce who need news and information to build their careers, as against faithful but ageing audiences.

Strategic investments in content quality, distribution networks and technological advancements will be crucial for print media to thrive in the coming years. Our leadership in most of the tier 2 and 3 cities is further advancing to dominance and we are confident enough to reflect this in the coming years. Sectors like auto, education, jewellery and real estate are consistently contributing to DBCL advertisement revenue. The emerging sectors are also pitching in the print advertisement revenues.

As per the FICCI E&Y Media & Entertainment Sector Report, March 2025, the Digital media is expected to grow to 1,104 billion by 2027. It is estimated that the digital segment will be the first Media & Entertainment segment to cross 1 trillion in 2026 and will grow to 1.1 trillion by 2027, at a 11% CAGR, reflecting the changes in consumption patterns being witnessed due to growth in connected televisions, mobile phones and affordable broadband connectivity.

Your Company has consistently invested in delivering high-quality, premium journalism to its readers through various formats, including rich text, visual graphics and short videos. The Company's News App has been designed to offer mobile-native vertical video news, featuring a vast content library of real-time videos across multiple categories, renewed daily. This approach has garnered strong traction, as readers appreciate the premium, hyperlocal content delivered directly to their handheld devices. The Company remains committed to its focus on providing "high-quality journalism worth paying for".

Your Company continues to invest substantially in technology in order to provide best-in-class personalized news experiences that serve users from a massive pool of content while considering their demographic attributes, content preferences, location, economic segment and real-time context to accurately predict, to maximize user engagement, long-term retention and loyalty as well as "willingness to pay" through not only great journalism, but also a great user experience.

As per the FICCI E&Y Media & Entertainment Sector Report, March 2025, the radio segment revenues to recover to 30 billion by 2027 driven by (a) non-FCT revenues and (b) marginal FCT growth led by urbanization and increased uptake of cars in non-metro markets. The government is rolling out 730 new FM channels across 234 cities as part of the Phase III FM Radio Policy. This expansion supports the "vocal for local" initiative and focuses on enhancing local content, particularly in smaller tier-II and III cities.

Your Company keeps the tap on the opportunities that come in its way to expand its listener's base by participating in the auction of new FM Radio channels to connect with more listeners in new cities. This will help the Company to provide an extensive platform for advertisers to increase their consumer base and visibility in the market, which eventually results in the growth of Company's revenue.

No material changes and commitments have occurred between the end of the financial year of the Company to which the financial statements relate i.e. March 31, 2025 and the date of this Report which may affect the financial position of the Company.

During the FY 2024-25, the Company has declared and paid the following dividends:

*As per the Income-Tax Act, 1961, dividends paid by the Company shall be taxable in the hands of the shareholders. Accordingly, the Company has made the payment of the above dividends after deduction of tax at source.

The above dividends are in accordance with provisions of the Act 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.

The Board of Directors have decided to retain the entire amount of profit for FY 2024-25 in the retained earnings.

As on March 31, 2025, the issued, subscribed and paid-up equity share capital of the Company is 1,781.92 million comprising 17,81,92,149 equity shares of 10/- each.

During FY 2024-25, the issued, subscribed and paid-up equity share capital increased from 1,780.92 million comprising 17,80,92,309 equity shares to 1,781.92 million comprising 17,81,92,149 equity shares of 10/- each, pursuant to the allotment of 32,102 equity shares of 10/- each under D. B. Corp Limited – Employees Stock Option Scheme – 2011 (‘DBCL ESOS - 2011') and 67,738 equity shares of 10/- each under D. B. Corp Limited – Employees Stock Option Scheme – 2021 (‘DBCL ESOS - 2021').

The Company grants share-based benefits to eligible employees with a view to attract and retain 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 in the growth of the Company by employees through their past performances, the Company formulated and administers the DBCL ESOS

- 2011 Scheme and DBCL ESOS - 2021 Scheme 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, inter alia to, 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 2024-25, no stock options were granted to any employees of the Company and 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 www.dbcorpltd.com/Investors.php.

Certificates from the Secretarial Auditor 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.

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 Act.

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., Joint Statutory Auditors in compliance with the applicable provisions of the Act, accounting standards and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations'), as amended from time to time.

The Consolidated Financial Statements for the financial year 2024-25 form part of the Annual Report and shall be laid before the Members of the Company at the ensuing Annual General Meeting while laying the Standalone Financial Statements and the same are also 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 Financial Statements in respect of subsidiaries are available on the website of the Company at https://dbcorpltd.com/ under the tab ‘Reports & Financials'.

During the year under review, your Company does not have any material subsidiary. However, your Company has formulated a Policy for determining ‘material' subsidiaries as defined under Regulation 16(1)(c) 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 part of the Annual Report.

• DB Infomedia Private Limited (‘DBIPL')

During the financial year ended March 31, 2025, DBIPL could achieve a total income of 9.96 million as against 16.97 million for the previous financial year. The net profit for FY 2024-25 stands at 1.14 million as against 8.99 million for the FY 2023-24.

• I Media Corp Limited (‘IMCL')

During the financial year ended March 31, 2025, total income of IMCL stands at 1.00 million as against

0.80 million for the previous financial year. The net profit for FY 2024-25 stands at 0.54 million as against

0.48 million for the FY 2023-24.

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

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

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.

During the year under review, on September 30, 2024, CARE Ratings Limited has reaffirmed the ratings assigned earlier viz. ‘CARE AA+; Stable (Double A Plus; Outlook: Stable)' for Fund based long-term facilities and CARE AA+; Stable/ CARE A1+ (Double A Plus; Outlook: Stable / A One Plus) for Non-fund based long-term/short-term facilities.

Particulars of loans, guarantees given or security provided or acquisition of securities in terms of Section 186 of the Act have been provided in the Financial Statements of the Company under Note 7, 8, 9 and Note 35 of the Standalone Financial Statements, form part of the Annual Report.

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 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 Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable for the financial year 2024-25.

All transactions with related parties are placed before the Audit Committee for its review and approval. Before the commencement of every financial year, an omnibus approval from Audit Committee is obtained for related party transactions which are repetitive in nature. The Audit Committee review all transactions entered into pursuant to the omnibus approval so granted, on a quarterly basis. In accordance with the Act and SEBI Listing Regulations, your Company has formulated a ‘Policy for dealing with Related Party Transactions' (‘the Policy'). During the year under review, the Policy has been amended, inter alia, to include and in align with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024. The Policy is available on the Company's website and can be accessed 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.

O Appointment / re-appointment / cessation of Director:

The Board of Directors of your Company in their meeting held on January 16, 2025, based on the recommendation of the Nomination and Remuneration

Committee, appointed Mr. Runit Shah (DIN: 00064657) as an Additional Director (Non-Executive, Independent) of the Company with effect from January 16, 2025. Subsequently, the members by resolution passed through Postal Ballot on March 12, 2025 have approved the appointment of Mr. Runit Shah as an Independent Director of the Company for a term of three (3) consecutive years with effect from January 16, 2025 to January 15, 2028.

Mr. Runit Shah's background and experience are aligned to skill, knowledge, experience and expertise identified by the Board of Directors, in the context of Company's business and sector for it to function effectively. The Board after taking the declarations, disclosures and certificates received from Mr. Runit Shah on record and acknowledging the veracity of the same, opined that Mr. Runit Shah is person of integrity and possesses required expertise and experience which will add value to the Board in exercising its role effectively. He has successfully qualified the online proficiency self-assessment test for Independent Director's Databank conducted by the Indian Institute of Corporate Affairs.

O Retirement by rotation / Change in terms of appointment:

Pursuant to Section 152 of the Act and the Articles of Association of the Company, Mr. Girish Agarwal (DIN: 00051375) Director is liable to retire by rotation at the ensuing 29^th Annual General Meeting and being eligible has offered himself for re-appointment. 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. Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors recommend his re-appointment as Director of the Company, liable to retire by rotation.

The brief resume and other information/details of Mr. Girish 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 29^th Annual General Meeting.

O Resignation of Independent Director(s):

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

However, after the closure of financial year, Ms. Anupriya Acharya (DIN: 00355782) has resigned from the position of Independent Director of the Company with effect from the closure of business hours on May 15, 2025 due to her preoccupation and other professional commitments. The Board place on record its appreciation for the valuable services rendered by Ms. Anupriya Acharya, during her tenure as Independent Director of the Company and acknowledged the time and efforts she contributed in the success and development of the Company.

O Declaration by Directors:

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 read with Rules made thereunder or debarred from holding the office of Director by virtue of any order of Securities and Exchange Board of India (‘SEBI') or any other such authority.

O Declaration by Independent Directors:

All the Independent Directors of the Company namely, Ms. Anupriya Acharya (DIN: 00355782), Mr. Santosh Desai (DIN: 01237902), Ms. Paulomi Dhawan (DIN: 01574580) and Mr. Runit Shah (DIN: 00064657) 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.

O Key Managerial Personnel:

During the year under review, Mr. Om Prakash Pandey has been appointed as the Company Secretary & Compliance Officer of the Company with effect from April 1, 2024 by the Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee.

Pursuant to Section 203 of the Act, Mr. Sudhir Agarwal, Managing Director, Mr. Pawan Agarwal, Deputy Managing Director, Mr. Lalit Jain, Chief Financial Officer and Mr. Om Prakash Pandey, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company.

In terms of the requirements of Regulation 25(7) 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.

Pursuant to the provisions of the Act, SEBI Listing Regulations and Guidance Note on Board Evaluation prescribed by SEBI, the Board in its meeting held on May 8, 2025, had conducted the annual performance evaluation of its own, its Committees and individual Directors including Independent Directors. The process of performance evaluation was conducted through an online performance evaluation form covering various aspects of the Board's functioning such as composition of the Board and its Committees, Directors strengths and contribution, execution and performance of specific duties, obligations and governance. Qualitative comments and suggestions of Directors were taken into consideration. The criteria for the performance evaluation and the way in which the annual performance evaluation done is given in the Corporate Governance Report, forms part of the Annual Report. The Board expressed complete satisfaction over the results of evaluation.

During the year under review, four (4) meetings of the Board were convened and the gap between two consecutive meetings of the Board was not more than 120 days as per the requirements of the Act, SEBI Listing Regulations and Secretarial Standards on Meetings of the Board of Directors (‘SS-1') issued by the Institute of the Company Secretaries of India.

The composition of the Board and other details relating to the Board meetings is provided in the Corporate Governance Report, forms part of the Annual Report.

As on March 31, 2025, 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.

The composition of above Committees, number of meetings held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report, forms part of the Annual Report.

During the year under review, all the recommendations of the above Committees were accepted by the Board of Directors.

Your Company was honoured with the prestigious Do-Good Award by Exchange4Media in the category of Best CSR for its impactful campaign ‘Mitti ke Ganesh'. The Company has also won bronze award in the Best Digital Brand Video Category at the DigiOne Awards organised by Exchange4Media for the campaign ‘Sarthak Diwali'.

At the India Audio Summit & Awards 2024, MY FM won several awards, including the Best Radio Jingle for its jingle, Best Client Activation ON-AIR & ON-GROUND for the Finolex campaign titled ‘MY FM Dekhta Hai' and Best CSR Initiative for the D-Negative campaign.

At the Golden Mikes, MY FM excelled with a trophy for Best Sponsored On-Ground Promotion for ‘MY FM Dekhta Hai Finolex' and won awards for Best Afternoon Show (‘History ke Hasgulle') and Best Late-Night Show (‘Rustom Mystery').

At international level, MY FM's ‘MY FM ke Rangrezz Season 10' was awarded a trophy at the ACEF Global Customer Engagement Award 2024.

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 the second term of 5 consecutive years commencing from the conclusion of the 26^th Annual General Meeting till the conclusion of the 31^st Annual General Meeting to be held in the year 2027.

The Joint Statutory Auditors are not disqualified from continuing as Statutory Auditors of the Company and hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountant of India.

The Auditor's Reports given by M/s. Price Waterhouse Chartered Accountants LLP and M/s. Gupta Mittal & Co., Joint Statutory Auditors on the Standalone and Consolidated Financial Statements of the Company for the financial year 2024-25, form part of the Annual Report. The Auditor's Reports does not contain any qualification, reservation, adverse remark or disclaimer.

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 March 31, 2025.

The Secretarial Audit Report for the financial year ended March 31, 2025 does not contain any qualification, reservation, adverse remark or disclaimer. The said Report is annexed herewith as ‘Annexure C' and forms part of the Board's Report.

As approved and recommended by the Board in its meeting held on May 8, 2025, M/s. Makarand M. Joshi & Co., Company Secretaries (Firm Registration No: P2009MH007000), is proposed to be appointed as Secretarial Auditors of the Company to carry out secretarial audit for a term of five (5) consecutive financial years, commencing from April 1, 2025 to March 31, 2030 subject to the approval of the members of the Company at the ensuing AGM as per Regulation 24A of the SEBI Listing Regulations read with Section 204 of the Act and Rules made thereunder.

M/s. Makarand M. Joshi & Co., Company Secretaries have confirmed their eligibility and are not disqualified for the proposed appointment as Secretarial Auditors. They hold a valid certificate of peer review issued by the Institute of Company Secretaries of India.

The resolution seeking members' approval for appointment of M/s. Makarand M. Joshi & Co., Company Secretaries as Secretarial Auditors and other relevant details are provided in the Notice convening the ensuing AGM.

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 2024-25 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.

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

The Board of Directors on recommendation of the Audit Committee has appointed M/s. K. G. Goyal & Associates, Cost Accountants (Firm Registration No. 000024) as Cost

Auditors of the Company for the financial year 2025-26 at a remuneration of 33,000 p.a. plus applicable taxes and out of pocket expenses. M/s. K. G. Goyal & Associates, Cost Auditors have confirmed that their appointment is within the limits prescribed under section 141(3)(g) of the Act and they are free from any disqualifications specified inter-alia under section 141 read with section 148 of the Act.

As per the provisions of the Act, the remuneration payable to the Cost Auditors is required to be ratified by the shareholders. Accordingly, a resolution seeking members' approval for ratification of the remuneration payable to M/s. K. G. Goyal & Associates, Cost Auditors is provided in the Notice convening the ensuing AGM.

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 mandate 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.

In terms of the provisions of Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules'), the Company is required to transfer unpaid or unclaimed dividends which remain as such for a period of seven years to IEPF. Further, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more, are also required to transfer to IEPF. During the year under review, the Company has not transferred any such amount of dividend and such shares to IEPF as the same were not due for transfer.

During the year under review, the Company has remitted

79,335/- as dividend in respect of shares which were transferred to and held by the IEPF in accordance with Section 125 of the Act and Rules made thereunder.

The shares and dividends which have been previously transferred to IEPF can be claimed by making an online application in prescribed form to the IEPF Authority.

The due dates for transfer of unpaid or unclaimed dividend to IEPF in respect of various dividend accounts of the Company are provided in the Report on Corporate Governance forming part of the Annual Report.

During the year under review, there were 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.

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 society.

During the financial year 2024-25, pursuant to Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Schedule VII of the Act, the Company has undertaken 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, art and culture, thereby, helping in the upliftment of the underprivileged and disadvantaged section of the society and focus on social issues. All the CSR activities are aligned to the requirements 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 the Act 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 can be accessed at the link https://www.dbcorpltd.com/csr.php.

During the year under review and also in past, 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. Hence, no disclosure in term of Section 134 and Rules made thereunder.

During the year under review, your Company has not taken any loan from its Directors or their relatives.

In compliance with Regulation 34 read with Schedule V of the SEBI Listing Regulations, the Annual Report of a listed entity shall contain 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 is given separately and forms part of the Annual Report.

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 forms part of the Annual Report.

The Business Responsibility and Sustainability Report as required under Regulation 34(2)(f) of the SEBI Listing Regulations forms part of the Annual Report.

In compliance with the provisions of Section 92 of the Act and rules made thereunder, the Annual Return of the Company for the financial year ended March 31, 2025 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.

Your Company has deployed 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.

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 workplace as per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH') and Rules made thereunder. Further, the Policy also gives shelter to woman 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.

As per Section 134 of the Act and Rules made thereunder, the details of complaints under POSH for the year ended March 31, 2025 is as under:

(i) number of complaints of sexual harassment received in the year: Nil

(ii) number of complaints disposed off during the year: Nil

(iii) number of cases pending for more than ninety days: Nil

During year under review, the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 related to providing maternity benefits to female employees.

Integrity and ethics have been the bedrock of the Company's operations. DBCL is committed to conducting its business in accordance with the highest standards of professionalism, honesty and ethical behaviour and has systems in place to nurture a similar working culture, therefore, DBCL which is amongst 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. A detailed note on Whistle Blower Policy/Vigil Mechanism is provided in the Corporate Governance Report, forms part of the Annual Report. 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.

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 which is carried out through discussing and reviewing 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.

The Nomination and Remuneration Committee (‘NRC') of the Board of Directors of the Company leads the process for Directors appointment in accordance with the requirements of the Act, the SEBI Listing Regulations and other applicable regulations. As per the Policy on Nomination and Remuneration of Directors, Key Managerial

Personnel (‘KMPs') and other employees, all the Board level appointments are considered based on meritocracy. The potential candidates for appointment at the Board level are, inter alia, evaluated on the basis of highest level of personal and professional ethics, standing, integrity, values and character, 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 and SEBI Listing Regulations.

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. During the year under review, the Nomination and Remuneration Policy has been amended in line with applicable provisions of SEBI Listing Regulations, as amended. 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 available on the website of the Company and can be accessed at https://www.dbcorpltd.com/Investors.php.

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.

Disclosure with respect to the remuneration of directors and employees as required under 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 is annexed herewith as ‘Annexure E' and forms part of the Board's Report.

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:

• Conservation of Energy:

1. Steps taken or impact on conservation of energy:

(a) Individual monitoring of every location's electrical panels power factor was done by internal maintenance team to avoid power factor penalties and maximize rebate/ savings.

(b) Replacement of conventional Lights with LED energy efficient lights across the locations.

2. Steps taken by the Company for utilising alternate sources of energy:

(a) Total solar installed capacity across the locations is 2670 kWp.

(b) Total solar energy generation at all locations was 30,69,686 kWh (units) in FY 2024-25.

(c) Total saving of 21.53 million was achieved through solar energy generation from all the locations.

Location wise generation and savings are as follows:

3. Capital investment on energy conservation equipment:

The Company has not made any capital investment on energy conservation equipment during FY 2024-25.

• Technology Absorption:

1. Efforts made towards technology absorption and benefits derived like product improvement, cost reduction, product development or import substitution:

Your Company has deployed various business applications. The major applications are Matrix Editorial Application and DCR for Circulation Sales.

AI-driven enhancements have been developed in the Matrix Editorial application, resulting improvement in productivity and enhancement in content quality. DCR for Circulation Sales has been implemented, enabling real-time circulation data capture and reporting. Your Company has also implemented SD-WAN project, enhancing network connectivity and security.

2. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year):

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

3. Expenditure on Research and Development:

As research and development is part of the ongoing quality control and manufacturing costs, the expenditure is not separately allocated and identified.

• Foreign Exchange Earnings and Outgo:

Your Company has earned foreign exchange of 606.55 million (previous year 370.20 million). The financial expenses in foreign exchange during the year was 2.15 million (previous year 14.31 million) and on account of advertisement, travelling, maintenance and other expenses was 119.60 million (previous year 87.63 million).

During the financial year 2024-25, 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.

Pursuant to Section 134(3)(c) of the Act, it is hereby confirmed:

1. that in the preparation of the annual accounts for the year ended March 31, 2025, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

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, 2025 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, 2025 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.

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

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of sweat equity shares.

• Issue of instruments convertible into equity shares.

• Buy back of shares.

• Provision of money by the Company for purchase of its own shares by employees or by trustees for the benefit of employees.

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

• Disclosure pertaining to ‘Insolvency & Bankruptcy Code (‘IBC')':

During the year under review, a petition under Section 9 of the Insolvency and Bankruptcy Code, 2016 (‘IBC') was filed by Go Paper GmbH & Co. KG on February

3, 2025, before the Hon'ble National Company Law Tribunal (‘NCLT'), Ahmedabad Bench, seeking initiation of the Corporate Insolvency Resolution Process (‘CIRP') against the Company for a claim amount of 157.03 million including amount against undelivered goods and Interest arbitrarly not legitimate. In 2020, the Company and Go Paper GmbH & Co. KG, (a company based in Germany) entered into a transaction for 41,000 MT of prime quality standard Newsprint 42 GSM. The alleged claim by Go Paper GmbH & Co. KG is in respect of 1572.579 MT, which was never received by the Company. In view thereof, as the delivery was not received, the Company is not liable to pay the alleged claim amount. The petition has been registered as CP(IB) No. 131 of 2025 and is pending as on March 31, 2025.

• Disclosure on ‘One-time Settlement': The Company has not taken any long-term loan from Banks or Financial Institutions. Hence, the disclosure in respect of ‘the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof' is not applicable.

• Disclosure of remuneration or commission to Managing Director or Deputy Managing Director from holding or subsidiary company: None of the Directors including Managing Director and Deputy Managing Director are in receipt of any commission from the Company. Further, there is no remuneration or commission to the Managing Director or Deputy Managing Director of the Company from its holding or subsidiary company. Hence, no disclosure in this regard.

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 and operations of the Company.

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

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

20.79 per share

To,

The Members,

Plot No. 280, Sarkhej-Gandhinagar Highway,

Nr. YMCA Club, Makarba, Ahmedabad, Gujarat– 380051

We, Makarand M. Joshi & Co., Company Secretaries 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 it registered office at Plot No. 280, Sarkhej-Gandhinagar Highway, Nr. YMCA Club, Makarba, Ahmedabad, Gujarat– 380051, at its meeting held on May 22, 2024. This certificate of the compliance, for the financial year 2024-25, 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').

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.

The Company has implemented the 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').

For the purpose of verifying the compliance of the Regulations, we have examined the following:

1. Scheme received from the Company;

2. Articles of Association of the Company;

3. Resolutions passed at the meeting of the Compensation Committee;

4. Resolutions passed at the meeting of the Board of Directors;

5. Shareholder's Resolutions passed in Extra-Ordinary General Meeting for approving the Scheme;

6. Detailed Terms and Conditions of the Scheme as approved;

7. Bank Statements towards share application money received under the Scheme;

8. Relevant provisions of the Regulations, Companies Act, 2013 and Rules made thereunder and;

9. Relevant accounting standards as prescribed by the Central government;

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

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 Scheme in accordance with the applicable provisions of the Regulations and Shareholder's Resolutions of the Company.

1. Ensuring the authenticity of documents and information furnished is the responsibility of the management of the Company.

2. Our responsibility is to give certificate based upon our examination of relevant documents and information. It is neither an audit nor an investigation.

3. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

4. This certificate is solely for your information and it is not to be used, circulated, quoted, or otherwise referred to for any purpose other than for the Regulations.

To,

The Members,

Plot No. 280, Sarkhej-Gandhinagar Highway,

Nr. YMCA Club, Makarba, Ahmedabad, Gujarat – 380051

We, Makarand M. Joshi & Co., Company Secretaries 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, Gujarat – 380051, at its meeting held on May 22, 2024. This certificate of the compliance, for the financial year 2024-25, 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').

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.

The Company has implemented D.B. Corp Limited - Employee Stock Option Scheme 2021 (‘the Scheme'), in accordance with the Regulations and in accordance with the approval by the Shareholders of the Company vide Special Resolutions passed in Annual General Meeting held on September 30, 2021 (‘Shareholder's Resolution').

For the purpose of verifying the compliance of the Regulations, we have examined the following:

1. Scheme received from the Company;

2. Articles of Association of the Company;

3. Resolutions passed at the meeting of the Compensation Committee;

4. Resolutions passed at the meeting of the Board of Directors;

5. Shareholder's Resolutions passed in Annual General Meeting to approve the Scheme;

6. Detailed Terms and Conditions of the Scheme as approved;

7. Bank Statements towards share application money received under the Scheme;

8. Relevant provisions of the Regulations, Companies Act, 2013 and Rules made thereunder and;

9. Relevant accounting standards as prescribed by the Central government;

10. In-principle approvals from BSE Limited dated November 03, 2021 and National Stock Exchange of India Limited dated October 26, 2021;

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 Scheme in accordance with the applicable provisions of the Regulations and Shareholder's Resolutions of the Company.

1. Ensuring the authenticity of documents and information furnished is the responsibility of the management of the Company.

2. Our responsibility is to give certificate based upon our examination of relevant documents and information. It is neither an audit nor an investigation.

3. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

4. This certificate is solely for your information and it is not to be used, circulated, quoted, or otherwise referred to for any purpose other than for the Regulations.

For the Financial Year ended March 31, 2025

To,

The Members,

Plot No. 280, Sarkhej-Gandhinagar Highway,

Nr. YMCA Club, Makarba, Ahmedabad, Gujarat – 380051

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by D. B. Corp Limited (hereinafter called ‘the Company'). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

Our responsibility is to express an opinion on the compliance of the applicable laws and maintenance of records based on audit. We have conducted the audit in accordance with the applicable Auditing Standards issued by the Institute of Company Secretaries of India. The Auditing Standards requires that the Auditor shall comply with statutory and regulatory requirements and plan and perform the audit to obtain reasonable assurance about compliance with applicable laws and maintenance of records.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2025 (hereinafter called the ‘Audit Period') complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2025 according to the provisions of: (i) The Companies Act, 2013 (the Act), and the rules made there under; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made there under; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (Not applicable to the Company during the Audit Period);

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'): -a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(Not Applicable to the Company during the Audit Period) d. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; e. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not Applicable to the Company during the Audit Period) f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not Applicable to the Company during the Audit Period); h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not Applicable to the Company during the Audit Period)

We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by the Institute of Company Secretaries of India.

(ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as ‘Listing Regulations') During the Audit Period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. as mentioned above.

We further report that, having regard to the compliance system prevailing in the Company and on the examination of the relevant documents and records in pursuance thereof, on test-check basis, the Company has complied with the following specific laws to the extent applicable to the Company:

O Delivery of Books and Newspapers (Public Libraries) Act, 1954 and Delivery of Books (Public Libraries) Rules, 1955 made thereunder;

O The Indian Telegraph Act, 1885 and the Telecommunications Act, 2023;

O Working Journalists and Other Newspaper Employees (Conditions of Service) and Miscellaneous Provisions Act, 1955 and Working Journalists (Conditions of Service) and Miscellaneous Provisions Rules, 1957 made thereunder; and

O The Press and Registration of Periodicals Act, 2023 and the Press and Registration of Periodicals Rules, 2024 made thereunder.

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Director and Independent Directors. The changes in the composition of the Board of Directors that took place during the Audit Period under review were carried out in compliance with the provisions of the Act and Listing Regulations.

Adequate notice is given to all directors to schedule Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the Audit Period the Company has issued and allotted 99,840 equity shares under Employee Stock Option Schemes (DBCL ESOS 2011 and DBCL ESOS 2021).

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

1. Brief outline on CSR Policy of the Company:

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 bring 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 have been concentrated towards increasing access to health, education, animal welfare, environment sustainability, betterment of underprivileged people, nature conservation, protection of national heritage etc.

During the financial year 2024-25, 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, art and culture, thereby, helping in the upliftment of the underprivileged and disadvantaged section 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 (‘the Act') 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 its Corporate Social Responsibility Policy (CSR Policy) and amending the same in line with the provisions of Section 135 of the Act 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.

2. Composition of CSR Committee:

The composition of the CSR Committee as on March 31, 2025 is as follows:

Note:

Ms. Anupriya Acharya has tendered her resignation from the position of Independent Director of the Company with effect from the closure of business hours on May 15, 2025. Consequent to her resignation, Ms. Paulomi Dhawan has been designated as Chairperson and Mr. Runit Shah has been appointed as Member of CSR Committee with effect from May 9, 2025. Ms. Anupriya Acharya ceased as Chairperson of CSR Committee with effect from May 9, 2025.

3. Web-link where composition of CSR Committee, CSR Policy and CSR projects approved by the Board are disclosed on the website of the Company:

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.

4. Executive Summary along with web-link of Impact Assessment of CSR projects carried out in pursuance of sub rule (3) of rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable:

Not Applicable.

5. (a) Average net profit of the Company as per sub-section (5) of Section 135 of the Act: 3,233.78 million

(b) Two percent of average net profit of the Company as per sub-section (5) of Section 135 of the Act: 64.68 million (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) Total CSR obligation for the financial year [(b)+(c)-(d)]: 64.68 million

6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): 61.99 million (b) Amount spent in Administrative Overheads: 2.69 million (c) Amount spent on Impact Assessment, if applicable: Not Applicable (d) Total amount spent for the Financial Year [(a)+(b)+(c)]: 64.68 million (e) CSR amount spent or unspent for the Financial Year:

( in million)

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

( in million)

7. Details of unspent Corporate Social Responsibility Amount for the preceding three financial years:

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the financial year 2024-25:

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 2024-25:

9. Specify the reason(s), if the Company has failed to spend two percent of the average Net Profit as per subsection (5) of section 135:

Not Applicable.

[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]

1. Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2024-25:

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.

2. Percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year 2024-25:

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. Om Prakash Pandey has been appointed as Company Secretary & Compliance Officer of the Company with effect from April 1, 2024.

3. Percentage increase in the median remuneration of employees in the financial year 2024-25: 11%

4. Number of permanent employees on the rolls of the Company as on March 31, 2025: 5,088

5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average percentile increase in the salary of employees other than the managerial personnel was 8% during the financial year 2024-25 while the managerial remuneration increased by 31%. The increase in the salary of the employees was 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.

6. Affirmation:

It is affirmed that the remuneration paid during the year ended March 31, 2025 is as per the Remuneration Policy of the Company, as applicable.

7. Particular of employees:

(a) Top ten employees in terms of remuneration drawn during the year, including those employed throughout the financial year and in receipt of remuneration aggregating to not less than 1,02,00,000/- for the year ended March 31, 2025:

(b) Employed for part of the year 2024-25 and in receipt of remuneration aggregating to not less than 8,50,000/- per month:

Notes:

(i) None of the employee is relative of any of the Directors of the Company.

(ii) None of the employees holds by himself/herself or along with his/her spouse and dependent children, 2% 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.