Dish TV India Ltd

There are no material changes and commitments that occurred after the close of the financial year till the date of this report which affects the financial position of the Company, except those mentioned in this report.

Based on internal financial control framework and compliance systems established in the Company and verified by the auditors' and reviews performed by the management and/or the Audit Committee of the Board, your Board is of the opinion that Company's internal financial controls were adequate and effective, during the Financial Year 2024-25.

Your Board intends to retain its internal accrual for future business requirements and the growth of the Company. Accordingly, your Board has not recommended any dividend during the year under review.

The Board of Directors of the Company had approved and adopted a Policy on Distribution of Dividend, as amended from time to time, to comply with Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'). The said Policy of the Company sets out the parameters and circumstances that will be taken into account by the Board in determining whether or not to distribute dividend to its shareholders, the quantum of profits and/or retained profits to be distributed as dividend etc. The policy is available on the website of the Company viz. https://www.dishd2h.com.

Dish TV India Limited remains a pioneering force in the Direct-to-Home (DTH) broadcasting sector, driving India's digital entertainment evolution by introducing advanced television technologies that seamlessly blend traditional and digital media to enhance the home entertainment experience. The Company's core brands - DishTV, D2H and Zing Super, cater to diverse consumer segments with tailored offerings aligned to varying preferences and price points, thereby strengthening its market reach. During the Financial Year 2024-25, the Company accelerated its transformation into a comprehensive entertainment and technology platform, marked by the launch of Dish TV Smart+, which integrates DTH and Over-the-Top (OTT) services at no additional cost, expanding content accessibility across devices. The OTT platform, Watcho, was further expanded by launching intelligent content discovery tools and personalised viewing features to deepen user engagement and evolved it into a super- app that aggregates leading OTT services while introducing creator-first verticals like FLIQS to promote engaging, accessible and monetizable digital content.

The content ecosystem was further strengthened by introducing Watcho FLIQS, a creator-centric platform empowering independent content producers with monetization opportunities and IP rights retention. The Company reinforced its leadership by launching the "Content India" forum in April 2025, aiming to position India as a global content hub.

Dish TV diversified into e-commerce through the establishment of Dish Bharat Ventures Private Limited (the Company's wholly owned subsidiary) and the launch of ShopZop, marking its entry into both Business to Business (B2B) and Business to Customer (B2C) digital marketplaces. The Company broadened its reach, particularly in rural and semi-urban markets with comprehensive content offerings, smart connected devices such as Dish SMRT Hub and D2H Stream, regional content strategies and hybrid products like the Zing Super device.

Dish TV shifted its growth strategy to focus on retention by replacing high-subsidy subscriber acquisition models with recharge based incentives under plans such as 'Malamal' and 'Jackpot'. The Company supported this shift by adopting a direct-to- consumer approach through digital platforms and a dedicated field sales team, moving away from traditional dealer centric models. The Company reinforced customer loyalty through campaigns like 'Dish Ki Diwali' and enhanced service quality by implementing advanced digital tools including AI-powered chatbots and Adobe Experience Manager. The mobile app and website were revamped, to ensure consistent user experience, while creating a new service vertical to strengthen operational accountability and customer satisfaction.

The company maintained strict financial discipline while investing in digital capabilities and onboarding talent specialized in technology and innovation ecosystems. Dish TV leveraged its extensive distribution network of over 2,000 distributors and 175,000 retailers to launch ShopZop, a B2B e-commerce platform targeting Tier 2 and Tier 3 markets, connecting offline demand with online product access without inventory risk. The company forged strategic partnerships with broadband providers to offer bundled services that combine DTH, OTT and internet ensuring competitive positioning in a converging entertainment landscape.

Dish TV reported total operating revenue of ' 15,676 million in FY 2024-25, reflecting a 15.6% decline due to lower subscription revenues and stagnant ARPUs, on a consolidated basis. The Company's Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA) contracted to ' 5,291 million, with margins at 33.75%. The Company recorded a 7% reduction in depreciation and stable finance costs, resulting in a pre-exceptional loss of ' 1,523 million. The Company's net loss narrowed to ' 4,877 million after exceptional expenses of ' 3,354 million, marking an improvement over the prior year. The Company remains committed to enhancing monetization, operational efficiency and ecosystem synergies to sustain growth and create long-term shareholder value.

The Company was issued a DTH License by the Ministry of Information and Broadcasting, Government of India ('MIB') in 2003, which License was valid for a period of 10 years, i.e. up to September 2013. Subsequently, MIB has been periodically granting interim extensions of the said License. The MIB vide order dated December 30, 2020, issued amended Guidelines for DTH sector. The amended guidelines, inter alia provide for a term of 20 years for the DTH License and revise the License Fee to 8% of Adjusted Gross Revenue (AGR), which is to be calculated after deducting GST from the Gross Revenue. The terms of the amended guidelines have come into effect from April 1, 2021. The Company applied for the issuance of a new license and the MIB granted provisional License with effect from April 1, 2021, vide its letter dated March 31, 2021, on the terms and conditions mentioned therein.

The MIB issued a demand notice in 2014 for the License Fee pertaining from the date of issuance of DTH license till Financial Year 2012-13. The said demand notice was challenged by the Company before the Hon'ble Telecom Disputes Settlement and Appellate Tribunal ('TDSAT') and the said demand has been stayed by the Hon'ble TDSAT. The stay continues to be in force.

Further, the Company filed a Writ Petition before the Hon'ble High Court of Jammu & Kashmir (now Hon'ble High Court of Union Territory of Jammu & Kashmir and Ladakh) at Jammu challenging inter alia the quantum / applicability of License Fee and imposition of interest on the outstanding license fees. In the said petition, vide order dated October 13, 2015, the Hon'ble High Court had allowed the interim prayer of the Company. This order continues to be in force. Similar writs are also pending before the Hon'ble Supreme Court of India.

Subsequently, the MIB, vide its communication dated December 24, 2020, raised a claim on the Company to pay the license fee for the period from the date of issuance of DTH License till FY 2018-19. However, in its said letter, the MIB also stated that the amount is further subject to verification, audit and the outcome of various court cases pending before the Hon'ble TDSAT, the Hon'ble High Court of Union Territory of Jammu & Kashmir and Ladakh at Jammu and the Hon'ble Supreme Court of India, in the matter of DTH License fee. The Company has suitably replied to the said notice vide its reply dated January 6, 2021.

Similar notices were also issued by MIB vide its communications dated October 26, 2022, March 31, 2023, March 22, 2024 and April 22, 2025. Under the communication dated April 22, 2025, an amount of ' 6,735.67 Crore was claimed by the MIB for the period from the date of issuance of DTH License till FY 2023-24 (including interest thereon as on March 31, 2025). The communication has been adequately replied by the Company stating that the said issue in relation to the License Fee is pending adjudication before the Hon'ble High Court of Union Territory of Jammu & Kashmir and Ladakh at Jammu and the Hon'ble Supreme Court of India. The arguments before the Hon'ble High Court of Union Territory of Jammu & Kashmir and Ladakh at Jammu have been concluded and the Hon'ble Court has reserved the matter for order.

As on March 31, 2025, the Company has 2 (Two) Wholly Owned Subsidiaries viz. Dish Infra Services Private Limited and Dish Bharat Ventures Private Limited. In addition, the company has 1 (One) Subsidiary Company viz. C&S Medianet Private Limited. There has been no change in the nature of business of the existing subsidiaries.

I. Dish Infra Services Private Limited

Dish Infra Services Private Limited, the Wholly Owned Subsidiary of Dish TV India Limited, is inter alia engaged into provision of services pertaining to infra support services to subscribers for facilitating the DTH services. This includes supplying the necessary equipments including required for receiving DTH signals such as set-top-boxes (STBs), dish antennas, low-noise boxes (LNBs) and other customer-related services, including call centre support and repair services. The Company is also engaged in providing content to the customers through its OTT platform - Watcho.

In compliance with the provisions of Regulation 24 of the Listing Regulations, as on the date of this report, Mr. Mayank Talwar act as an Independent Director on the Board of Dish Infra Services Private Limited (being a material unlisted subsidiary).

II. Dish Bharat Ventures Private Limited

Dish Bharat Venture Private Limited, the Wholly Owned Subsidiary of Dish TV India Limited was incorporated on October 10, 2024. The Company is inter alia engaged in e-commerce business pertaining to distribution of products and services through a robust digital platform and also provides ancillary services. The Company provides a dynamic B2B marketplace designed to empower businesses across India by connecting buyers with verified suppliers. With a focus on facilitating smooth and efficient transactions, the platform allows a wide range of products to be traded at competitive pricing with streamlined procurement processes.

III. C&S Medianet Private Limited

Your Company holds 51% stake in C&S Medianet Private Limited thereby making it a subsidiary of the Dish TV India Limited. While C&S Medianet Private Limited was primarily established as a knowledge center to assist the distribution industry in areas such as packaging, content acquisition and regulatory interaction, it is currently not engaged in any active commercial operations.

Besides the above, there are no other subsidiaries, joint ventures, or associates of the Company as on March 31, 2025, and as on the date of this report.

Your Company has prepared the Audited Consolidated Financial Statements in accordance with Section 129(3) of the Act read with the applicable Indian Accounting Standards and Listing Regulations. As required under the Indian Accounting Standards, issued by the Institute of Chartered Accountants of India ('ICAI') and the applicable provisions of the Listing Regulations, the Audited Consolidated Financial Statements of the Company, reflecting the consolidation of the accounts of its subsidiaries, are included in this Annual Report. Further, a statement containing the salient features of the financial statements of subsidiaries, pursuant to sub-section (3) of Section 129 of the Act, in the prescribed Form AOC-1, is appended as Annexure to this Board Report.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company, and Annual Audited Accounts of the subsidiaries, are available on the company's website viz. www.dishd2h.com. Your Company has a Policy for determining Material Subsidiaries in terms of the applicable regulations. As on March 31, 2025, the Company has one Material Subsidiary, viz. Dish Infra Services Private Limited. The Policy for determining Material Subsidiaries is available on the Company's website viz. www.dishd2h.com.

During the year under review, there was no change in the Share Capital of the Company. Accordingly, as of March 31, 2025, the Capital Structure of the Company stand as follows:

• The Authorised Share Capital of the Company is ' 6,50,00,00,000/- (Rupees Six Hundred and Fifty Crore Only) divided into 6,50,00,00,000 (Six Hundred and Fifty Crore) Equity shares of ' 1/- (Rupee One) each.

• The Issued Equity Share Capital of the Company is ' 1,92,37,85,637 (Rupees One Hundred Ninety Two Crores Thirty Seven Lakhs Eighty Five Thousand Six Hundred and Thirty Seven) comprising of 1,92,37,85,637 (One Hundred Ninety Two Crores Thirty Seven Lakhs Eighty Five Thousand Six Hundred and Thirty Seven) fully paid up Equity Shares of ' 1/- (Rupee one) each.

• The Paid-up Equity Share Capital of the Company is ' 1,84,12,56,154/- (Rupees One Hundred Eighty Four Crore Twelve Lakh Fifty Six Thousand One Hundred and Fifty Four) comprising of 1,84,12,56,154 (One Hundred Eighty Four Crore Twelve Lakh Fifty Six Thousand One Hundred and Fifty Four) fully paid up Equity Shares of ' 1/- (Rupee one) each.

The Board at its meeting held on July 24, 2024, considered and granted its In-Principal approval to explore and initiate the process of raising of funds through permissible means under applicable laws including but not limited to, by way of, issue of equity shares/ convertible bonds/ debentures/ warrants/ preference shares/ foreign currency convertible bond (FCCB) / any other equity linked securities and/ or any other securities including through preferential issue on a private placement basis, qualified institutional placement or any other methods or combinations thereof, listed or unlisted, for an amount not exceeding ' 1,000 crores, in one or more tranches, subject to such approvals as may be required. The Board also approved conducting of Postal Ballot process for seeking approval of the Shareholders for raising of funds as mentioned above.

Postal Ballot process through E-voting commenced on Thursday, August 1, 2024, at 9:00 A.M. (IST) and ended on Friday, August 30, 2024, till 5:00 P.M. (IST). Basis the votes cast by the shareholders, the proposed fund-raising resolution was not approved by the shareholders with requisite majority. The necessary intimation in this regard was uploaded on the Company's website and were also sent to the stock exchanges.

Your Company's fully paid-up equity shares continue to be listed and traded on National Stock Exchange of India Limited ('NSE') and BSE Limited ('BSE'). Both Stock Exchanges have nationwide trading terminals and hence facilitate the shareholders/ investors of the Company in trading the shares. The Company has paid the annual listing fee for the Financial Year 2025-26 to the said Stock Exchanges.

Further, consequent to amalgamation of Videocon D2h Limited into and with the Company, your Company had issued new Global Depositary Receipts (the 'GDRs') to the holders of American Depositary Shares ('ADSs') of Videocon D2H Limited which are listed on the Professional Securities Market ('PSM') of the London Stock Exchange. Necessary fees in relation to the GDR's of the Company listed on London Stock Exchange have also been paid.

Your Company has arrangements with National Securities Depository Limited ('NSDL') and Central Depository Services (India) Limited ('CDSL'), the Depositories, for facilitating the members to trade in the fully paid-up Equity Shares of the Company in Dematerialized form. The Annual Custody fees for the Financial Year 2025-26 have been paid to both the Depositories.

Your Company had an Employees Stock Option Scheme ('ESOP - 2007') to motivate, incentivize and reward employees. With a view to launch a new ESOP Scheme, the Nomination and Remuneration Committee ('NRC') at its meeting held on August 17, 2017, decided not to make any fresh grant of options under ESOP - 2007 of the Company and withdrew the Scheme by cancelling the stock options which were yet to be granted under the scheme.

Further, the Company with an objective to attract, retain, motivate, incentivize the best talent, recommended a new ESOP Scheme - 'ESOP 2018' for the employees. The said scheme was approved by the shareholders of the Company at its thirtieth (30^th) Annual General Meeting held on September 28, 2018. Further, extension of benefits of the scheme to the employee(s) of subsidiary companies and to any future holding company was also approved by Shareholders on November 30, 2018, vide Postal Ballot Notice dated October 25, 2018. In compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SBEB&SE Regulations, 2021'), as amended from time to time, your Board had authorized the NRC to administer and implement the Company's Employees Stock Option Scheme including deciding and reviewing the eligibility criteria for grant and /or issuance of stock options under the Scheme.

The Board of Directors at its meeting held on March 26, 2025, approved the revision in the ESOP 2018 scheme of the Company to bring it in line with the amended provisions of the SBEB&SE Regulations, 2021. The Company submitted its application to BSE Limited and the National Stock Exchange of India Limited ('Stock Exchanges') seeking In-Principle approval with respect to the ESOP 2018 and the approval for the same was granted by the Stock Exchanges on May 7, 2025. Post closure of the Financial Year, the NRC at its meeting held on May 28, 2025, approved grant of 1,12,90,000 (One Crore Twelve Lakh and Ninety Thousands) Stock options convertible into 1,12,90,000 (One Crore Twelve Lakh and Ninety Thousands) fully paid-up equity shares of ' 1/- each to the eligible employees in terms of the ESOP Policy, at an exercise price of ' 5.60/- per option.

Applicable disclosures relating to Employees Stock Options as at March 31,2025, in terms of extant regulations, are annexed to this report and are also available on the website of the Company viz. www.dishd2h.com. The ESOP Schemes of the Company is in compliance with SBEB&SE Regulations, 2021.

A Certificate has been received from Neelam Gupta and Associates, Practicing Company Secretary certifying that the Company's Employee Stock Option Scheme has been implemented in accordance with SBEB&SE Regulations, 2021 and the resolution passed by the shareholders.

In terms of the Scheme of Arrangement amongst Videocon D2h Limited and Dish TV India Limited and their respective Shareholders and Creditors ('Scheme'), the ADS holders of Videocon D2h Limited were issued the GDRs of Company. The effective date of issuance of GDRs was April 12, 2018 and the same were listed on the Professional Securities Market of the London Stock Exchange on April 13, 2018.

In terms of the said Scheme, the Board at its meeting held on March 26, 2018, approved the issuance of 27,70,95,615 (Twenty Seven Crore Seventy Lakh Ninety Five Thousand Six hundred and Fifteen) GDRs to the holders of ADSs of Videocon D2h Limited (each GDR representing one equity share of the Company, exchanged at a rate of approximately 8.073317 new GDRs for every one Videocon D2h Limited ADS).The underlying equity shares against each of the GDR's were issued in the name of the Depository viz. Deutsche Bank Trust Company Americas.

Out of the total 27,70,95,615 (Twenty Seven Crore Seventy Lakh Ninety Five Thousand Six hundred and Fifteen) GDRs issued by the Company upon completion of merger, the Investors have cancelled 24,91,89,800 (Twenty Four Crore Ninety One Lakh Eighty Nine Thousand and Eight Hundred) GDRs till the end of the Financial Year under review, in exchange for underlying Equity Shares of the Company. Accordingly, as on March 31, 2025, the outstanding GDRs of the Company are 2,79,05,815 (Two crore Seventy-Nine Lakh Five Thousand Eight Hundred and Fifteen) GDRs.

The Registered Office of the Company is presently situated at 'Office No. 803, 8^th Floor, DLH Park, S.V. Road, Goregaon (West), Mumbai 400 062, Maharashtra'.

The Registrar & Share Transfer Agent ('RTA') of the Company is MUFG Intime Private Limited (Formerly known as Link Intime India Private Limited). The Registered office of MUFG Intime Private Limited is situated at C-101, Embassy 247, LBS Marg, Vikhroli (West), Mumbai - 400 083, Maharashtra.

The Company's principles of Corporate Governance are based on transparency, accountability and focus on the sustainable long-term growth of the Company. Responsible corporate conduct is integral to the way we do our business. Our actions are governed by our values and principles, which are reinforced at all levels within the Company. Your Company constantly assesses and benchmarks itself with well-established Corporate Governance practices. In terms of the requirement of Regulation 34 read with Schedule V of the Listing Regulations, a detailed report on Corporate Governance along with Compliance Certificate issued by Neelam Gupta and Associates, Practising Company Secretary is attached and forms an integral part of this Annual Report. Management Discussion and Analysis Report and Business Responsibility and Sustainability Report ('BRSR') as per Listing Regulations are presented in separate sections forming part of this Annual Report.

In compliance with the requirements of the Act and the Listing Regulations, your Board has approved various Policies including Code of Conduct for Board of Directors and Senior Management, Policy for determining material subsidiaries, Policy for preservation of documents & archival of records on website, Policy for determining material event, Policy for fair disclosure of unpublished price sensitive information, Corporate Social Responsibility Policy, Whistle blower & Vigil mechanism, Related Party Transaction Policy, Dividend Distribution Policy, Nomination and Remuneration Policy and Risk Management Policy. These policies and codes are reviewed by the Committees / Board from time to time. These policies and codes along with the familiarisation programme for Independent Directors and terms and conditions for appointment of independent directors are available on Company's website viz. www.dishd2h.com.

In compliance with the requirements of Section 178 of the Act, the Nomination and Remuneration Committee ('NRC') of your Board has fixed the criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limits, qualification / experience, balance of skills, knowledge & experience and independence of individual. However, during the reporting period, the constitution of the NRC was not in line with the applicable regulations and the functions of the NRC were discharged by the Board.

Further, in compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ('PIT Regulations'), as amended from time to time, on prevention of insider trading, your Company has a comprehensive Code of Conduct for regulating, monitoring and reporting of trading by Insiders. The said Code lays down guidelines, which advise Insiders on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances. Your Company has further put in place a Code of practices and procedures of fair disclosures of unpublished price sensitive information. The said codes are applicable to all Directors, KMPs and other Designated Persons, employees of material subsidiaries as identified in the Code, who may have access to unpublished price sensitive information. The codes are available on Company's website viz. www.dishd2h.com.

The Audit Committee of the Board has been vested with powers and functions relating to Risk Management which inter alia includes (a) review of risk management policies and business processes to ensure that the business processes adopted and transactions entered into by the Company are designed to identify and mitigate potential risk; (b) evaluation of internal financial controls and risk management systems; (c) laying down procedures relating to Risk assessment and minimization; and (d)

formulation, implementation and monitoring of the risk management plan.

Your Company has a Risk Management Committee, which inter alia assesses the Company's risk profile, acceptable level of risk, cyber security, develop and maintain risk management framework, measures of risk mitigation and business continuity plan. The said Committee also performs such other functions as may be entrusted to it by applicable regulatory provisions and the Board, from time to time.

Your Company's Board comprises of Directors representing a blend of professionalism, knowledge and experience which ensures that the Board independently performs its governance and management functions.

As on March 31, 2025, your Board comprised of Three (3) Directors (including two Independent Directors). Pursuant to the provisions of the 'Guidelines for Up-linking and Downlinking of Satellite Television Channels in India, 2022' of the Ministry of Information & Broadcasting ('MIB'), the Company is required to obtain prior permission of the MIB to affect any change in the Board of Directors and / or Chief Executive Officer.

During the year and subsequent to the closure of Financial Year, the following changes occurred in the Board of Directors of the Company:

1. The Board at its Meeting held on April 30, 2024, approved the appointment of Mr. Mukesh Chand, as Independent Director, for the period from April 30, 2024 to April 29, 2029, subject to the shareholder's approval.

2. Ms. Ritu Kaura, resigned as an Independent Director, from the close of business hours of May 13, 2024.

3. The Board at its Meeting held on May 20, 2024, approved the appointment of Mr. Manish Khandelwal, as Independent Director, for the period from May 20, 2024 to May 19, 2029, subject to the shareholder's approval.

4. The Board at its Meeting held on June 10, 2024, approved the appointment of Ms. Garima Bharadwaj and Mr. Azeezuddin Mohammad, as Independent Directors, for the period from June 14, 2024 to June 13, 2029, both appointments being subject to the shareholder's approval.

5. Basis the votes cast by the shareholders at the Extra Ordinary General Meeting held on June 14, 2024, Mr. Mukesh Chand and Mr. Manish Khandelwal, vacated the office of Independent Directors. Also, at the said Extra Ordinary General Meeting, appointment of Mr. Manoj Dobhal as Whole Time Director was approved by the shareholders with requisite majority.

6. The Board at its Meeting held on September 12, 2024, approved the appointment of Mr. Amit Singhal and Mr. Parag Agarawal, as Independent Directors, for the period from September 13, 2024 to September 12, 2029, both appointments being subject to the shareholder's approval.

7. Basis the votes cast by the shareholders at the 36^th Annual General Meeting held on September 13, 2024, Ms. Garima Bharadwaj and Mr. Azeezuddin Mohammad, vacated the office of Independent Directors.

8. The Board at its Meeting held on December 11, 2024, approved the appointment of Mr. Mayank Talwar and Mr. Gurinder Singh, as Independent Directors, for the period from December 12, 2024 to December 11, 2029, both appointments being subject to the shareholder's approval.

9. Basis the votes cast by the shareholders through Postal Ballot concluded on December 12, 2024, Mr. Amit Singhal and Mr. Parag Agarawal, vacated the office of Independent Directors.

During the year following were the changes in the Key Managerial Personnels of the Company:

- Mr. Rajeev Kumar Dalmia, Chief Financial Officer, superannuated from the Company with effect from September 30, 2024.

- Mr. Amit Kumar Verma was appointed as the Chief Financial Officer and a Key Managerial Personnel of the Company with effect from October 1, 2024.

As on the date of this report, your Board comprised of 3 (Three) Directors including 2 (Two) Independent Directors and 1 (One) Executive Director.

Neelam Gupta and Associates, Practising Company Secretary, has issued a certificate, pursuant to Regulation 34(3) read with Schedule V para C clause 10(i) of the Listing Regulations, confirming that none of the Directors on the Board of the Company as on March 31,2025, were debarred or disqualified from or continuing as Director on the Board by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other Statutory Authority. The said Certificate is attached and forms an integral part of this Annual Report.

Further, the members at the ensuing Annual General Meeting shall be considering the re-appointment of Mr. Manoj Dobhal, Whole Time Director of the Company who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment and the appointment of Mr. Mayank Talwar and Mr. Gurinder Singh as Non- Executive Independent Directors of the Company. Your Board recommends their appointment / re-appointment.

As required under Regulation 36(3) of the Listing Regulations and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India, particulars of Directors seeking Appointment / Re-appointment at this AGM, including their profile are given in the Annexure to the AGM Notice.

As on March 31, 2025 and as on date of this report, Mr. Manoj Dobhal, Chief Executive Officer and Whole Time Director, Mr. Amit Kumar Verma, Chief Financial Officer and Mr. Ranjit Singh, Company Secretary and Compliance Officer of the Company, are the Key Managerial Personnels of the Company, which is in compliance with the requirements of Section 2 (51) and 203 of the Act read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

In absence of a regular Chairman of the Board, the Board at its respective meeting appoints a Board member as the Chairman / Chairperson, for the said meeting. The Board at its meeting held on May 28, 2025, considered and approved appointment of Mr. Manoj Dobhal, Chief Executive Officer and Whole Time Director of the Company, as the Chairman of the Board.

Adequate diversity on the Board is essential to meet the challenges of business globalisation, rapid deployment of technology, greater social responsibility, increasing emphasis on corporate governance and enhanced need for risk management. The Board enables efficient functioning through differences in perspective and skill and fosters differentiated thought processes at the back of varied industrial and management expertise, gender, knowledge and geographical backgrounds. The Board recognises the importance of a diverse composition and has adopted a Board Diversity Policy which sets out its approach to diversity. The Company recognizes and embraces the importance of a diverse Board in its success.

The meetings of the Board are scheduled at regular intervals to discuss and decide on matters of business performance, policies, strategies and other matters of significance. The Notice of the meetings and Agenda thereof is circulated in advance to ensure proper planning and effective participation. The Directors of the Company are given the facility to attend the meetings through video conferencing, in case they so desire, subject to compliance with the specific requirements under the Act.

The Board met 14 (Fourteen) times during the FY 2024-25, the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between any 2 (Two) meetings was within the period prescribed by the Act and Listing Regulations.

All Directors of the Company have confirmed that they are not debarred from holding the office of Director by virtue of any SEBI Order or order of any other such authority. The Directors and Senior Management have affirmed compliance with the Code of Conduct laid down by the Company.

Independent Directors provide declarations, both at the time of appointment as well as annually, confirming that they meet the criteria of independence as provided in Section 149(6) of the Act and Regulation l6(l)(b) of the Listing Regulations. Further, in terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board has confirmed that they meet the criteria of independence as provided in Section 149(6) of the Act and under Regulation 16(1)(b) of the Listing Regulations and that they are independent to the management.

A declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, regarding the requirement relating to enrolment in the Data Bank for Independent Directors, has been received from all the Independent Directors, along with declaration made under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

There are no pecuniary relationships or transactions between the Independent Directors and the Company, other than the sitting fees paid to them.

In accordance with the provisions of Schedule IV of the Act and Regulation 25(3) of the Listing Regulations, during the FY 2024-25, separate meeting of the Independent Directors of the Company was held on March 26, 2025, without the attendance of members of the Management. The Independent Directors reviewed the performance of Non Independent Director, the Board as a whole and the performance of chairman, after taking into account the views of Executive Directors and NonExecutive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board, that is necessary for the Board to effectively and reasonably perform their duties.

In line with the Corporate Governance Guidelines of your Company and in accordance with the criteria laid down by the Nomination and Remuneration Committee ('NRC'), a formal evaluation of the performance of the Board, its Committees, Individual Directors and the performance of the chairman was carried out during the Financial Year 2024-25. The Board evaluation framework has been designed in compliance with the requirements specified under the Act, the Listing Regulations, and in accordance with the Guidance Note on Board Evaluation issued by SEBI. The evaluation process was carried out based on an assessment sheet structured in line with the guidance note issued by ICSI and SEBI, in this regard.

The Independent Directors of your Company, in a separate meeting, evaluated the performance of the Non-Independent Director along with the performance of the Board/Board Committees and performance of the Chairperson, based on criteria recommended by the NRC, which were inter alia based on the 'Guidance Note on Board Evaluation' issued by the SEBI. A report on such evaluation done by the Independent Directors was taken on record by the Board and further your Board, in compliance with requirements of the Act, evaluated performance of all the Directors, Board/Board Committees based on various parameters including attendance, contribution etc. The details of the evaluation process are set out in the Corporate Governance Report which forms part of this Report.

The Board of Directors has evaluated the Independent Director appointed during the Financial Year 2024-25 and have opined that they are satisfied with regard to the integrity, expertise and experience (including proficiency) of the Independent Director of the Company appointed by the Board.

In compliance with the requirements of Section 178 of the Act, the Nomination & Remuneration Committee ('NRC') of your Board had fixed the criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limit, qualification / experience, areas of expertise, skill set and independence of individual. Your Company has also adopted a Remuneration Policy, salient features whereof is annexed to this report.

Further, pursuant to provisions of the Act, the NRC of your Board has formulated the Nomination and Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Managerial Personnel, Senior Management and other Employees of your Company. The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors and for making payments to Executive Directors of the Company.

The NRC consider best remuneration practices in the industry while fixing appropriate remuneration packages and for administering the long-term incentive plans, such as ESOPs. Further, the compensation package of the Director, Key Managerial Personnel, Senior Management and other employees are designed based on the set of principles enumerated in the said policy. Your Directors' affirm that the remuneration paid to the Directors, Key Managerial Personnel, Senior Management and other employees is as per the Nomination and Remuneration Policy of your Company.

The remuneration details of the Executive Director, Chief Executive Officer, Chief Financial Officer and Company Secretary, along with details of ratio of remuneration of Director to the median remuneration of employees of the Company for the Financial Year under review are provided as Annexure to this Board Report.

The Board Familiarisation Programme comprised of sessions on business, functional issues, paradigm of the Industry, Strategy session, key changes in regulatory framework and industry updates. To familiarize the Directors with strategy, operations and functions of the Company, the senior managerial personnel make presentations about updates on applicable laws and their amendments, Related Party Transactions and duties responsibilities and liabilities of Independent Directors, Industry Update, Broadcasting sector, challenges and strategy of the business.

The Independent Directors are taken through an induction and familiarisation Programme when they join the Board of your Company. The induction programme covers the Company's history, background of the Company, the Industry and its growth over the last few years, various milestones in the Company's existence, the present structure and an overview of the business and functions.

The Board including all Independent Directors are provided with relevant documents, reports and internal policies to enable them to familiarise with the Company's procedures and practices from time to time besides regular briefing by the members of the Senior Management Team.

The details of familiarisation program can be viewed in the Investor section of Company's website at the link http://dishd2h.com/ corporate-governance/

In compliance with the requirements of the Act and Listing Regulations, for smooth functioning of the Company, your Board constituted various Committees which includes Audit Committee, Nomination and Remuneration Committee, Stakeholder's Relationship Committee, Corporate Social Responsibility Committee, Risk Management Committee, Corporate Management Committee and Disciplinary Committee.

Details of the constitution of the Board Committees are available on the website of the Company viz. https://www.dishd2h.com. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein forms part of the Corporate Governance Report annexed to this Annual Report.

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Vigil Mechanism/Whistle Blower policy which provides a robust framework for dealing with genuine concerns & grievances. The policy provides access to Directors/ Employees/Stakeholders of the Company to report concerns about unethical behaviour, actual or suspected fraud of any Director and/or Employee of the Company or any violation of the code of conduct. The policy safeguards whistle blowers from reprisals or victimization, in line with the Regulations. Further during the year under review, no case was reported under the Vigil Mechanism. In terms of the said policy, no personnel have been denied access to the Audit Committee of the Board. The said policy is accessible on the website of the Company viz. www.dishd2h.com.

Your Company has taken D&O Insurance for all of its Directors (including Independent Directors) and Members of the Senior Management, for such quantum and risks as determined by the Board.

Your Company is required to maintain the Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Act read with applicable notifications thereto. Your board at its meeting held on May 27, 2024 had reappointed Chandra Wadhwa & Co., (Firm Registration No. 000239), Cost Accountants, to carry out Audit of Cost Records for the Financial Year 2024- 25 pursuant to Section 148 of the Act. The Company has been making and maintaining the Cost Accounts and Records, including for the Financial Year 2024-25, as required under applicable provisions. The Cost Auditors have issued their unqualified report for the Financial Year 2024-25, which has been taken on record by the Audit Committee / Board of the Company at its meeting held on July 22, 2025.

Your board at its meeting held on May 28, 2025, upon the recommendation of the Audit Committee, had re-appointed Chandra Wadhwa & Co., (Firm Registration No. 000239), Cost Accountants, to carry out Audit of Cost Records for the Financial Year 2025- 26 pursuant to Section 148 of the Act. In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditor for Financial Year 2025-26 is required to be ratified by the members, the Board upon the recommendation of the Audit Committee, recommends the same for confirmation & ratification by members at the ensuing AGM.

In compliance with the requirements of Section 135 of the Act, your Company has a duly constituted Corporate Social Responsibility ('CSR') Committee. As on March 31, 2025, CSR Committee comprised of Mr. Manoj Dobhal (Executive Director) as Chairman and Mr. Mayank Talwar (Independent Director) and Mr. Gurinder Singh (Independent Director) as members of the Committee.

The CSR Committee has formulated and recommended to the Board, a CSR policy indicating the activity or activities to be undertaken by the Company as per applicable provisions of Section 135 read with Schedule VII of the Act and rules made thereto, which policy has been duly approved by the Board.

During the period under review, there was no meeting of CSR committee held, as the Company was not required to spend on CSR activities during the Financial Year 2024-25 and there were no ongoing CSR projects of the Company.

A brief outline of the CSR Philosophy, salient features of the CSR Policy of the Company and the report on CSR activities in the prescribed format, as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014, is appended to this Board Report.

At the 35^th (Thirty Fifth) Annual General Meeting of the Company held on September 25, 2023, upon the recommendation of the Audit Committee and the Board, S.N. Dhawan & Co. LLP, Chartered Accountants (Firm Registration No. 000050N / N500045), were appointed as the Statutory Auditors of the Company for a First term of 5 (five) years i.e. to hold office from the conclusion of the 35^th (Thirty Fifth) Annual General Meeting till the conclusion of the 40^th (Fortieth) Annual General Meeting of the Company to be held in the calendar year 2028.

There are no qualifications, reservations or adverse remarks made by S.N. Dhawan & Co. LLP, Chartered Accountants, Statutory Auditors, in their report for the financial year ended March 31, 2025.

During the year, the Board had re-appointed Mr. Jayant Gupta, Practicing Company Secretary, (holding ICSI Certificate of Practice No. 9738), proprietor of Jayant Gupta & Associates, Practising Company Secretary as the Secretarial Auditor of the Company for conducting the Secretarial Audit for the FY 2024-25 in accordance with Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 made thereunder. However, due to sad demise of Mr. Jayant Gupta on November 12, 2024, the Board of Directors in their meeting held on February 14, 2025, appointed M/s Neelam Gupta & Associates, Company Secretaries, holding Certificate of Practice No. 6950 and Peer Review Certificate No. 6760/2025 (Firm Registration Number: S2006DE086800) as the Secretarial Auditor of the Company for the FY 2024-25. Copy of the Secretarial Audit report (MR-3) of the Company for the Financial Year 2024-25 is annexed to this Board Report.

Further, in compliance with Regulation 24A of the Listing Regulations and Section 204 of the Act, the Board of Directors in their meeting held on February 14, 2025, upon recommendation of Audit Committee, approved the appointment of M/s Neelam Gupta & Associates, Company Secretaries, holding Certificate of Practice No. 6950 and Peer Review Certificate No. 6760/2025 (Firm Registration Number: S2006DE086800), as the Secretarial Auditors of the Company for a first term of 5 (five) consecutive years commencing from Financial Year 2025-26 till Financial Year 2029-30, at such fees, plus applicable taxes and other out- of-pocket expenses as agreed upon between the Board of Directors and the Secretarial Auditors, subject to the approval of the shareholders in the ensuing Annual General Meeting of the company.

Dish Infra Services Private Limited, the unlisted material subsidiary of your company, had appointed Anjali Yadav & Associates, Company Secretaries (holding ICSI Certificate of Practice No. 7257), as its Secretarial Auditor to conduct the Secretarial Audit for the FY 2024-25. The said Audit has been conducted in accordance with Section 204 of the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 made thereunder and in compliance to Regulation 24A of the Listing Regulations. Copy of the Secretarial Audit report (MR-3) of Dish Infra Services Private Limited for the Financial Year 2024-25 is annexed to this Board Report.

Additionally, in compliance with the requirements of Regulation 24A(2) of Listing Regulations, the Annual Secretarial Compliance Report for the Financial Year 2024-25 issued by M/s Neelam Gupta & Associates, Company Secretaries, holding Certificate of Practice No. 6950 and Peer Review Certificate No. 6760/2025, has been submitted to the Stock Exchanges within the prescribed timelines. The remarks provided in the report are self-explanatory.

The reports of Statutory Auditor and Secretarial Auditor forms part of this Annual report.

1. The number of Directors on the Board were less than the minimum number of directors required on the Board as per Regulation 17( 1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements] Regulations, 2015 ("SEBILODR"). As per the SEBILODR, the Board of Directors of the Listed Entity shall be comprised of not less than

six directors. Accordingly, the composition of the Board of Directors was not as per Regulation 17 of SEBILODR throughout the audit period. The composition of the Board was not being complied with due to non-approval of the resolutions for the appointment of Directors by the shareholders of the Company, resignation of Director and requirement of having prior approval of the Ministry of Information and Broadcasting before appointing any Director on the Board of the Company, in terms of the Guidelines for Up-linking and Downlinking of Satellite Television Channels in India, 2022.

2. The requirement of having minimum two Independent directors on the Board at all times, as per Section 149 of the Act was not complied with during the period from March 22, 2024 till April 29, 2024 and from May 14, 2024 till May 19, 2024 due to non-approval of the resolutions for the appointment of Directors by the shareholders of the Company, resignation of Independent Director and requirement of having prior approval of the Ministry of Information and Broadcasting before appointing any Director on the Board of the Company, in terms of the Guidelines for Up-linking and Downlinking of Satellite Television Channels in India, 2022.

3. The requirement of having minimum 1 Woman Independent Director on the Board at all times as per Section 149 of the Act and Regulation 17 of SEBI LODR was not complied with during the period May 14, 2024 till June 13, 2024 and from September 14, 2024 till the end of the period under review.

4. There were only two directors on the Board from March 22,2024 till April 29,2024 and from May 14,2024 till May 19,2024, which is not in compliance with Section 149(1)(a! of the Companies Act, 2013. The said section required that every Public company shall have a Board of Directors consisting of minimum number of three directors. However, at the Board meeting held on May 20, 2024, the Directors only took decisions pertaining to induction of new Director on the Board, in terms of Section 174(2! of the Companies Act, 2013.

5. The Board Meeting held on May 20,2024, was attended by only two directors, which was in default of Regulation 17(2A! of the SEBI LODR. As per the said regulation, the quorum for every meeting of the board of directors of top 2000 listed entities with effect from April 1, 2020 is one-third of its total strength or three directors, whichever is higher, including at least one independent director. However, pursuant to section 174(2! of the Companies Act, 2013, at the Board meeting held May 20, 2024, the Directors only took decisions pertaining to induction of new Director on the Board.

6. For the entire period under review i.e. from April 01,2024 till March 31,2025, the Nomination and Remuneration Committee of the Board of Directors was not duly constituted and had members less than minimum three members as required under Section 178 of the Companies Act, 2013 read with Regulation 19 of the SEBI LODR. The functions of the Committee were discharged by the Board during this period.

7. Consequent to the reduction of strength in total number of Board Members below the minimum required under Section 149 of the Act and / or Regulation 17 of SEBI LODR, the composition of the committees as required to be maintained under Regulations 18,20 and 21 of the SEBI LODR were not as per the respective regulations from time to time, till new directors were inducted on the Board and the Committees were reconstituted. However, the functions of all the Board committees mandated in Companies Act and / or SEBI LODR, except for the Nomination and Remuneration committee of the Company, were duly discharged at the meetings of the respective Board committees upon their reconstitution. The functions of the Nomination and Remuneration were discharged by the Board whenever the total strength of the committee members went below the statutory minimum or appropriately constituted committee was not in place.

8. During the period under review, BSE and NSE has imposed fines for non-compliance of various regulations of SEBI LODR, 2015 from time to time. The fines were duly paid by the company within time limit.

9. During the period under review, a Show Cause Notice was received by the Company from SEBI for alleged violation of provision of Regulation 17(1C) of SEBI (Listing Obligation and Disclosure Requirements! Regulation, 2015 in relation to failure to obtain prior approval of shareholders for the continuation of Mr. Jawahar Lal Goel as a Non-Executive Director during the period from June 25, 2022 to September 19, 2022, as proposal for his appointment as Managing Director was

not approved with requisite majority by the shareholders. The company opted for settlement mechanism provided under the SEBI (Settlement Proceedings) Regulations, 2018 for the settlement of show cause notice.

The non-compliance of composition of the Board of Directors or Board Committees or non-compliance in respect of quorum requirements and appointment of Independent Woman Director, primarily arose on account of non-approval of the appointment of Directors by the Shareholders of the Company from time to time and resignation of Director. In addition, the Company was also bound by the Guidelines for Up-linking and Downlinking of Satellite Television Channels in India, 2022, issued by the Ministry of Information and Broadcasting ('MIB') which prescribes for prior approval of the MIB before appointment of any Director on the Board unless the number of Directors on the Board is less than 3 Directors, in which case, the Company has the right to appoint upto 3 Directors and seek subsequent approval of the MIB. The Board/Nomination and Remuneration Committee in its capacity has always taken requisite and timely steps to ensure compliance with respect to the minimum number of Directors required on the Board / Committees of the Company, including appointment of Independent Woman Director and the quorum requirements.

The Board and the management have always made conscious efforts to comply with all the applicable laws and regulations, including Listing Regulations, the Act and the Up-linking Guidelines of MIB. It is stated that the non-compliance of certain provisions of Listing Regulations and the Act, which occurred during the period under review occurred due to circumstances which were beyond the control of the Company. It is also mentioned that the Stock Exchanges viz. National Stock Exchange of India Limited and BSE Limited, imposed penalty on the Company on account of the above referred non-compliances in terms of the SOP's of the exchanges. While the Company has paid the penalty in the prescribed timelines, the Board/Nomination and Remuneration Committee in its capacity has always taken requisite and timely steps to ensure compliance with respect to the minimum number of Directors required on the Board / Committees of the Company, including appointment of Independent Woman Director and the quorum requirements. The said non-compliances were beyond the control of the Company, Board and Management and primarily arose on account of non-approval of the appointment of Directors by the Shareholders of Company from time to time and resignation of Director.

As regard the Show Cause Notice received by the Company from SEBI for alleged violation of provision of Regulation 17(lC) of the Listing Regulation in relation to failure to obtain prior approval of shareholders for the continuation of Mr. Jawahar Lal Goel as a Non-Executive Director during the period from June 25, 2022 to September 19, 2022, while the said continuation was basis legal opinions sought in this regard from eminent firms, however the Company opted for settlement mechanism provided under the SEBI (Settlement Proceedings) Regulations, 2018 for the settlement of the said Show Cause Notice.

In compliance with the requirements of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, Chandra Wadhwa & Co., (Firm Registration No. 000239), Cost Accountants, were appointed to carry out Audit of Cost Records of the Company for the FY 2024-25. The Cost Auditors have issued their unqualified report for the financial year 2024-25, which has been taken on record by the Audit Committee and the Board of the Company at their Meeting held on July 22, 2025.

The Board of your Company on the basis of the recommendation of the Audit Committee, at its meeting held on May 28, 2025, had approved the re-appointment of Chandra Wadhwa & Co., (Firm Registration No. 000239), Cost Accountants, as the Cost Auditors for the Financial Year 2025-26.

Requisite proposal seeking ratification of remuneration payable to the Cost Auditor for the FY 2025-26 by the Members as per Section 148 read with Rule 14 of Companies (Audit and Auditors) Rules, 2014, forms part of the Notice of ensuing Annual General Meeting.

S M A M & Co were the Internal Auditor of the Company for the FY 2024-25. For each of the Financial Year, an audit plan is rolled out with the approval of the Audit Committee. The said plan is devised in consultation with the Statutory Auditor. The plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. Based on the reports of internal audit, process owners undertake corrective action in their respective areas. Audit observations and corrective actions are periodically presented to the audit committee of the Board.

The Audit Committee at its meeting held on May 28, 2025, recommended to the Board the appointment of S M A M & Co, Chartered Accountants (FRN: 028845C), as the Internal Auditor of the Company for the FY 2025-26. Basis the recommendation of the Audit Committee, the Board, at its meeting held on May 28, 2025, has appointed S M A M & Co, as the Internal Auditor of the Company for the FY 2025-26 and also approved the scope and the audit plan.

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act.

i. Particulars of Loans, guarantees and investments: Particulars of Loans, guarantees and investments made by the Company required under Section 186(4) of the Act and the Listing Regulations are contained in Note no. 57 & 58 to the Standalone Financial Statement.

ii. Transactions with Related Parties: In terms of the applicable statutory provisions, the related party transactions are placed before the Audit Committee for its approval and statements of all related party transactions are placed before the Audit Committee for its review on a quarterly and yearly basis, specifying the nature, value and terms and conditions of the transactions along with arms-length justification. All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm's Length basis. During the year under review, there have been no materially significant related party transactions as defined under Section 188 of the Act and Regulations 23 of the Listing Regulations and accordingly no transactions are required to be reported in Form AOC-2 as per Section 188 of the Act.

iii. Disclosure under Section 197(14) of the Act: During the FY 2024-25, none of the Executive Directors of the Company received any remuneration or commission from its holding or subsidiary company.

iv. Secretarial Standards: Pursuant to the provisions of Section 118 of the Act, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

v. Risk Management: Your Company follows a comprehensive system of Risk Management. It has adopted a policy and procedure for rapid identification, definition of risk mitigation plans and execution. Actions include adjustments in prices, dispatch plan, inventory build-up, and active participation in regulatory mechanisms. Many of these risks can be foreseen through systematic tracking. Your Company has also defined operational processes to ensure that risks are identified and the operating management are responsible for identifying and implementing mitigation plans for operational and process risk. Key strategic and business risks are identified and managed by senior management team. The Risks and their mitigation plans are updated and reviewed periodically by the Audit Committee and integrated in the Business plan for each year. The details of constitution, scope and meetings of the Risk Management Committee forms part of the Corporate Governance Report. In the opinion of the Board there are no risks that may threaten the existence of the Company.

vi. Internal Financial Controls and their adequacy: Your company has an effective internal control and risk mitigation system, which is constantly assessed and strengthened with standard operating procedures and which ensures that all the assets of the Company are safeguarded & protected against any loss, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records, timely preparation of reliable financial information and that all transactions are properly authorized and recorded. The Company has laid down procedures to inform audit committee and board about the risk assessment and mitigation procedures, to ensure that the management controls risk through means of a properly defined framework. The Audit Committee evaluates the internal financial control system periodically and deals with accounting matters, financial reporting and periodically reviews the Risk Management Process.

vii. Deposits: Your Company has not accepted any public deposit under Chapter V of the Act.

viii. Transfer to Investor Education and Protection Fund: During the year under review, the Company was not required to transfer any amount to Investor Education and Protection Fund.

ix. Unclaimed Dividend/Shares: As on March 31,2025, 58,447 (Fifty Eight Thousand Four Hundred and Forty Seven} Unclaimed Equity Shares of the Company are lying in the Demat Account of the Company. Necessary steps were taken in Compliance with the Listing Regulations, for sending the necessary reminders to the claimant of the said shares, at the address available in the data base of the Depository/Company.

Further, the Interim Dividend declared by the Company which remains unpaid or unclaimed, has been transferred by the Company to 'Dish TV India Limited - unpaid Interim Dividend FY 2018-19' account and will be due for transfer to the Investor Education and Protection Fund on completion of seven (7) years.

x. Transfer to General Reserve: During the Financial Year under review, no amount has been transferred to the General Reserve of the Company.

xi. Extract of Annual Return: The Annual return in form MGT-7 as required under Section 92 of the Act read with Companies (Management & Administration) Rules, 2014, is provided on the website of the Company at https://www. dishd2h.com/

xii. Sexual Harassment: The Company has zero tolerance for Sexual Harassment at workplace. The company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted Internal Complaint(s) Committee functioning at various locations to redress complaints regarding sexual harassment and has adopted a Policy on prevention of Sexual Harassment in line with the provisions of 'The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013'. Details of complaints received during the year under review are as follows:

a. Number of complaints of sexual harassment filed during the Financial Year: Nil

b. Number of complaints of sexual harassment disposed of during the Financial Year: Nil

c. Number of complaints of sexual harassment pending as on end of the Financial Year: Nil

d. Number of cases pending for more than 90 days: NA

xiii. Maternity Benefit Act: The Company is in compliance with the provisions of Maternity Benefit Act, 1961 and no compliant has been received by the Company from any of the employee in this regard during the year under review.

xiv. Regulatory Orders: There has been no significant or material orders which were passed by the regulators or courts or tribunals which impact the going concern status and Company's operations in future.

Your Company is in the business of providing Direct to-Home ('DTH') services. Since the said activity does not involve any manufacturing activity, most of the Information required to be provided under Section I34(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, are not applicable. However, the information, as applicable is given hereunder:

Your Company, being a service provider, requires minimal energy consumption and every endeavor made to ensure optimal use of energy, avoid wastages and conserve energy as far as possible.

In its endeavor to deliver the best to its viewers and business partners, your Company is constantly active in harnessing and tapping the latest and best technology in the industry.

During the year under review, your Company had foreign exchange earnings of ' 177 Lakhs and outgo of ' 1,163 Lakhs. Details relating to Foreign Exchange Risk / Exposure are given in Note No. 46B(e) to the Financial Statements.

The Company has repaid its entire working capital facility, ensuring that there are no outstanding amounts under the facility. Recognizing this significant financial milestone, CARE (Credit Analysis and Research Limited), a prominent credit rating agency, vide its communication dated December 7, 2023, has officially withdrawn the rating for the Company's short-term loans of the Company. During the financial Year 2024-25 no fresh/ revised rating was obtained.

Human Resource Management has been one of the key priorities for your company. While harmonizing people practices, the strategic approach had been to adopt best aspects, align to the market-best practices and build a future ready organization.

The Company believes that the key to excellent business results is a committed talent pool. Human resources are the most critical element responsible for growth and the Company acknowledges their contribution and works towards their satisfaction as a top priority. The HR policies continually strive towards attracting, retaining and developing the best talent required for the business to grow. Regular training is conducted for the employees to ensure skill upgradation and personal development throughout the various organizational levels.

Dish TV values its talent pool and works hard to retain its best talent by providing ample opportunities to grow. The Company focuses on providing opportunity for the development and enhancing the skill sets of its employees at all levels of the business. Several workshops have been conducted for employees across the country, so they understand and exhibit the values of the Company in their work and behavior. Continuous training program for upgradation of skill and behavioural maturity has been imparted which helped in keeping the optimization and moral of the Organisation at a higher level. Town hall sessions were conducted for better interactivity, understanding issues faced by the employees and providing solutions.

Your Directors place on record their appreciation for the significant contribution made by all employees, who through their competence, dedication, hard work, co-operation and support have contributed to the business operations of the Company.

As on March 31, 2025, the total number of permanent employees on the records of the Company were 344- The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, along with the statement showing names and other particulars of the employees drawing remuneration in excess of the limits prescribed under the said rules is annexed to this report-

In terms of and pursuant to Section 134 of the Act, in relation to the Annual Financial Statements for the FY 2024-25, your Directors state and confirm that:

a) The Financial Statements of the Company comprising of the Balance Sheet as at March 31, 2025 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis;

b) In the preparation of these Financial Statements, the applicable accounting standards have been followed and there are no material departures;

c) Accounting policies selected were applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, 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 losses of the Company for the year ended on that date;

d) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act, to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities;

e) Requisite internal financial controls are laid down and that such financial controls are adequate and operating effectively; and

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Regulation 34 of the Listing Regulations requires the Company to annex a Business Responsibility and Sustainability Report ('BRSR') describing the initiatives taken by them from an environmental, social and governance perspective, in the format as specified- BRSR has been prepared and forms part of this Annual Report.

The Management Discussion and Analysis report is separately attached hereto and forms an integral part of this Annual Report. The said report gives details of the overall industry structure, economic developments, performance and state of affairs of your Company's business and other material developments during the FY under review-

No such application under IBC has been filed or pending against the Company, during the year under review-

There has been neither any delay / default in repayment obligation towards financial institutions nor has the Company entered into any One-time settlement with any financial institution, during the year under review-

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain competitive and relevant in the industry. The Company also has taken various steps not only to improve the productivity across the organization but also has ventured into new and innovative products.

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company's objectives, projections, estimates and expectations, may constitute 'forward looking statements' within the meaning of applicable laws and regulations and actual results might differ.

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Your Directors value the professionalism and commitment of all employees of the Company and place on record their appreciation of the contribution made by employees of the Company and its subsidiaries at all levels that has contributed to your Company's success. Your Directors acknowledge with sincere gratitude the co-operation and support extended by the Central and State Governments, the Ministry of Information and Broadcasting ('MIB'), the Department of Telecommunication ('DOT'), Ministry of Finance, the Telecom Regulatory Authority of India ('TRAI'), the Stock Exchanges and other stakeholders including employees, subscribers, vendors, bankers, investors, service providers/partners as well as other regulatory and government authorities.

Your Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued stakeholders.