The Board of Directors present the Company's Nineteenth Annual Report and the Company's audited financial statements for the financial year ended March 31,2026.

1. FINANCIAL RESULTS

The Company's financial performance (standalone and consolidated) for the year ended March 31,2026, is summarized below:

(' in Million)

2. Transfer to Reserves

During the year under review, no amount has been transferred to the Reserves of the Company.

3. Results of operations and the State of the Company's affairs

During the year under review, the Company's total revenue from operations was ' 10,009.17 million on standalone basis and ' 9,742.80 million on consolidated basis as compared to the last year's revenue of ' 9,891.45 million on standalone basis and ' 10,054.08 million on consolidated basis respectively. The Post-Tax Profit of your Company was ' 1,227.53 million on standalone basis and ' 1,656.25 million on consolidated basis as compared to the last year's Post Tax Profit of ' 1,173.96 million on standalone basis and ' 1,967.30 million on consolidated basis respectively.

4. Operational Highlights IPTV Services

During the year, a technical trial for Internet Protocol Television (IPTV) services was undertaken over the existing network infrastructure to evaluate service delivery performance, the effectiveness of the web application and interactive features and to capture customer feedback on quality and content. The trial also enabled validation of key technical parameters such as bandwidth efficiency, multicasting capability and security protocols. The trial was conducted in collaboration with Internet Service Provider (ISP) partners, who extended IPTV services to their existing broadband subscriber base on an on-demand basis, primarily targeting early adopters and customers seeking value-added services.

Cost Saving (Non-content cost)

Company-wide cost optimisation initiatives were undertaken during the year, resulting in savings of '24 crore compared to FY'25. These included measures to reduce network maintenance expenses and optimise manpower costs through rationalisation. Additionally, actions such as renegotiation of rentals, optimisation of distributor incentives and reduction in consultancy expenses contributed to an overall decrease in operating costs.

Area manager app

During the year, the Company developed and launched the Area Manager App to enhance operational efficiency and strengthen market focus. The app enables real-time access to team and Local Cable Operators (LCOs) - wise performance, facilitates on-the-go performance reviews, allows instant recording of field feedback and visit remarks, and supports prioritisation and tracking of key LCOs. It also provides the ability to raise service tickets and access customer details instantly for faster decision-making and issue resolution. The app has witnessed 100% adoption among employees and has significantly improved team engagement and effectiveness in managing field operations.

5. Details of material changes from the end of the financial year

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report.

6. Reclassification of Access Equity Private Limited

During the year under review, Access Equity Private Limited was reclassified from the category of 'Promoter Group' of the Company to 'Public'

7. Dividend

The Board of Directors of the Company has not recommended any dividend on equity shares for the year under review.

The Dividend Distribution Policy of the Company is available on the Company's website and can be accessed at https:// dennetworks.com/upload/code conduct/Dividend%20 Distribution%20Policy.pdf

8. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, which forms part of this Annual Report.

9. Credit Rating

During the year under review, the Company was not required to obtain any credit rating.

10. Utilization of funds raised through preferential allotment

During the financial year 2018-19, the Company has allotted on preferential basis 28,14,48,000 equity shares of ' 72.66 each at a premium of ' 62.66 per share aggregating to ' 20,450 Million. All proceeds of preferential allotment have been invested in mutual funds and fixed deposits as on March 31,2026, pending utilisation.

11. Consolidated Financial Statement

In accordance with the provisions of the Companies Act, 2013 ("the Act") and the Listing Regulations read with Ind AS 110 - Consolidated Financial Statements and Ind AS 28 - Investments in Associates and Joint Ventures, the audited consolidated financial statement forms part of this Annual Report.

12. Subsidiary, Joint Venture and Associate Companies

During the year under review, companies listed in Annexure I to this Report have become and/or ceased to be the subsidiary, joint venture or associate of the Company.

A statement providing details of performance and salient features of the financial statement of the subsidiary, associate, joint venture companies, as per Section 129(3) of the Act, is provided as "Annexure II" to this Report.

The audited financial statements including the consolidated financial statement of the Company and all other documents required to be attached thereto forms part of this Annual

Report and are available on the Company's website and can be accessed at: https://dennetworks.com/Investors#annual-report.

The financial statements of the subsidiaries, are available on the Company's website and can be accessed at https:// dennetworks.com/Investors#annual-report.

The Policy for determining Material Subsidiaries is available on the Company's website and can be accessed at https:// www.dennetworks.com/upload/code conduct/ Policv%20on%20material%20subsidiarv.pdf

During the year under review, Futuristic Media and Entertainment Limited was material subsidiary of the Company as per the Listing Regulations.

13. Secretarial Standards

The Company has followed the applicable Secretarial Standards with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

14. Directors' Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

b) the Directors have 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 31,2026 and of the profit of the Company for the year ended on that date;

c) the Directors have 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;

d) the Directors have prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

15. Corporate Governance

The Company is committed to maintain the highest standards of governance and has also implemented several best governance practices. The Corporate Governance Report as per the Listing Regulations forms part of this Annual Report.

Certificate from the Secretarial Auditor of the Company confirming compliance with the conditions of Corporate Governance is attached to the Corporate Governance Report.

16. Business Responsibility and Sustainability Report (BRSR)

In accordance with the Listing Regulations, the BRSR describing the performance of the Company from an environmental, social and governance perspective is available on the Company's website and can be accessed at https://dennetworks.com/Investors#annual-report

17. Contracts or arrangements with Related Parties

During the year under review:

(a) all contracts / arrangements / transactions entered by the Company with related parties were in the ordinary course of business and on arm's length basis.

(b) contracts/arrangements/ transactions which were material as per the Listing Regulations, were entered into with related parties in accordance with the policy of the Company on Materiality of Related Party Transactions and on dealing with Related Party Transactions.

Details of contracts/arrangements/ transactions with related parties which are required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are provided in Annexure III to this Report.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions is available on the Company's website and can be accessed at https:// dennetworks.com/upload/code conduct/Related%20 Partv%20Transactions%20Policv-DEN.pdf

There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.

Members may refer to Note 28 of the Standalone Financial Statement which sets out Related Parties Disclosures pursuant to Ind AS.

18. Corporate Social Responsibility (CSR)

The CSR Policy formulated by the CSR Committee and approved by the Board of Directors is available on the Company's website and can be accessed at https:// dennetworks.com/upload/code conduct/csr policy 1. pdf. During the year under review, there has been no change in the said Policy.

The CSR Policy sets out the guiding principles for the CSR Committee, inter-alia, in relation to the activities to be undertaken by the Company, as per Schedule VII to the Act, CSR Governance and implementation and monitoring of the CSR activities.

The key philosophy of the CSR initiatives of the Company is to promote development through social and economic transformation.

The Company has, inter-alia, identified following areas in which it may engage for its CSR activities:

• Affordable healthcare solutions;

• Rural transformation;

• Access to quality education;

• Promotion of sports;

• Community development;

• Protection and promotion of India's art, culture and

heritage;

• Disaster Response;

• Environmental sustainability; and

• Other need based initiatives falling within the scope of Schedule VII to the Act.

During the year, the Company has spent ' 22.5 million (2.06% of the average net profits of the immediately preceding three financial years), towards identified and approved CSR initiatives covered under Schedule VII to the Act through implementing agency.

The Annual Report on CSR activities is annexed and marked as "Annexure IV" to this Report.

19. Risk Management

The Company has in place a Risk Management Policy commensurate with the size and operations of the Company, which provides for a robust enterprise wide risk management framework to identify, assess and mitigate risks including cybersecurity, safety and operations, compliance, control and financial risks. The Risk Management Committee oversees the identification, monitoring and reporting of risks, and updates the Board of Directors on mitigation measures.

Further details on the risk management activities, key risks identified and their mitigations are covered in Management Discussion and Analysis Report, which forms part of this Annual Report.

20. Internal Financial Controls

Internal Financial Controls are an integral part of the Company's risk management framework and process that address financial and financial reporting risks. The key internal financial controls have been documented, automated wherever possible and embedded in the business process. The Company has in place adequate internal financial controls with reference to Financial Statements.

Assurance to the Board on the effectiveness of internal financial controls is obtained through management reviews and self-assessment, continuous control monitoring by functional experts as well as testing of the internal financial control systems by the Statutory Auditors and Internal Auditors during the course of their audits.

The Company believes that these systems provide reasonable assurance that the Company's internal financial controls are adequate and operating effectively as intended.

The Audit Committee on a quarterly basis reviews the adequacy and effectiveness of the Company's Internal Controls and monitors the implementation of audit recommendations, if any.

21. Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Anuj Jain (DIN: 08351295), Director of the Company, retires by rotation at the ensuing Annual General Meeting. The Board of Directors of the Company, based on the recommendation of the Nomination and Remuneration Committee, has recommended his reappointment.

In the opinion of the Board, Independent Directors of the Company possess requisite expertise, integrity, experience and proficiency.

The Company has received declarations from all the Independent Directors of the Company confirming that:

(a) they meet the criteria of independence prescribed under the Act and the Listing Regulations; and

(b) they have registered their names in the Independent Directors' Databank.

The Company has devised, inter-alia, the following policies viz:

a) Policy for selection of Directors and determining Directors' independence; and

b) Remuneration Policy for Directors, Key Managerial Personnel and other employees (Remuneration Policy).

The Policy for selection of Directors and determining Directors' independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as independent directors of the Company. The Policy also provides for the factors in evaluating the suitability of Individual Board Members with diverse background and experience that are relevant for the Company's operations.

There has been no change in the above Policy, during the year under review.

The Company's Remuneration Policy sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board, the remuneration of the Directors, Key Managerial Personnel and other employees of the Company. The remuneration policy is in consonance with existing industry practice.

During the year under review, the Company amended the Remuneration Policy aligning it with industry practice and including an enabling provision for payment of commission to directors.

The aforesaid policies are available on the Company's website and can be accessed at https://dennetworks.com/ upload/code conduct/Policy-for-Selection-of-Directors-

Remuneration-Policv-Policv-on-Board-diversitv-and-

Performance-evaluation-of-IDs-and-Board.pdf

22. Performance Evaluation

The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of Directors.

In accordance with the manner of evaluation specified by the Nomination and Remuneration Committee, the Board carried out annual performance evaluation of the Board, its Committees and Individual Directors. The Independent Directors carried out annual performance evaluation of the Chairman, the non-independent directors and the Board as a whole. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on the report of evaluation received from the respective Committees.

The Board evaluation underscored the active participation and contributions of each Director, reflecting their continued commitment to the Company's governance and strategic direction. Based on the evaluation, the Board is of the view that its composition provides an appropriate mix of domain expertise, skills and diversity necessary for effective oversight. The Committees were recognised for their effective functioning. The evaluation also acknowledged the active engagement of each Directors in supporting informed decision-making and effective oversight.

23. Auditors and Auditors' Report Statutory Auditors

Chaturvedi & Shah LLP, Chartered Accountants

(Firm Registration Number: 101720W/W100355), were re-appointed as the Auditors of the Company, for a term of 5 (five) consecutive years, at the 17^th Annual General Meeting held on September 16, 2024. The Auditors have confirmed that they are not disqualified from continuing as the Auditors of the Company.

The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes to the financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

Secretarial Auditor

Mr. Neelesh Kumar Jain, Practicing Company Secretary, Proprietor of N.K.J & Associates (Certificate of Practice No. 5233), was appointed as the Secretarial Auditor of the Company, for a term of 5 (five) consecutive financial years, commencing from the financial year 2025-26 to the financial year 2029-30, at the 18^th AGM held on August 22, 2025. The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed and marked as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Mr. Neelesh Kumar Jain has confirmed that he is not disqualified from continuing as the Secretarial Auditor of the Company.

Cost Auditors

The Board of Directors of the Company has appointed Ajay Kumar Singh & Co., Cost Accountants (Firm Registration No. 000386), as the Cost Auditors for conducting the audit of the cost records of the Company for the financial year 2026-27.

In accordance with the provisions of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost records.

24. Disclosures:

Meetings of the Board

Four meetings of the Board of Directors were held during the year. The particulars of the meetings held and attendance of each Director are detailed in the Corporate Governance Report.

Committees

The composition of the Committees as on March 31,2026 is as under:

Audit Committee

The Audit Committee comprises Mr. Rajendra Dwarkadas Hingwala (Chairman), Mr. Saurabh Sancheti, Mr. Rahul Yogendra Dutt and Ms. Naina Krishna Murthy.

All the recommendations made by the Audit Committee were accepted by the Board.

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee comprises Mr. Rajendra Dwarkadas Hingwala (Chairman), Mr. Sameer Manchanda and Ms. Naina Krishna Murthy.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises Mr. Rajendra Dwarkadas Hingwala (Chairman), Mr. Sameer Manchanda and Ms. Naina Krishna Murthy.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises Mr. Rajendra Dwarkadas Hingwala (Chairman), Mr. Sameer Manchanda and Ms. Naina Krishna Murthy.

Risk Management Committee

The Risk Management Committee comprises Mr. Rajendra Dwarkadas Hingwala (Chairman), Mr. Sameer Manchanda, Mr. Saurabh Sancheti and Ms. Naina Krishna Murthy.

Finance Committee

The Finance Committee comprises Mr. Rajendra Dwarkadas Hingwala (Chairman), Mr. Sameer Manchanda, Mr. Saurabh Sancheti, Ms. Geeta Kalyandas Fulwadaya and Mr. Anuj Jain.

25. Particulars of loans, investments, guarantees and securities

The Company has not given any loan or guarantee or

provided any security during the year under review. Particulars of investments made are disclosed in the Standalone Financial Statement (Please refer Note 37 to the Standalone Financial Statement).

26. Vigil Mechanism and Whistle-Blower Policy

The Company has in place a robust Vigil Mechanism and Whistle-Blower Policy in line with the provisions of the Act and the Listing Regulations. An Ethics & Compliance Task Force (“ECTF"), comprising Chief Financial Officer, Head of Human Resource Department and Company Secretary, has been constituted to oversee and monitor the implementation of ethical business practices.

Employees and stakeholders are expected to report actual or suspected violations of applicable laws, regulations, and the Code of Conduct. Such genuine concerns (termed Reportable Matters) disclosed under the Policy are treated as “Protected Disclosures" and may be raised through e-mail, a dedicated telephone line, or by letter to the ECTF or directly to the Chairman of the Audit Committee.

ECTF oversees these mechanisms that enable employees to confidentially report unethical practices, with safeguards in place to protect against retaliation. It reviews incidents of suspected or actual violations of the Code of Conduct and submits its findings and actions thereon to the Audit Committee on a quarterly basis.

The Policy is available on the Company's website and can be accessed at https://dennetworks.com/upload/code conduct/Whistle%20Blower%20Policy-DEN.pdf

During the year under review, no Protected Disclosure concerning any reportable matter in accordance with the Vigil Mechanism and Whistle-Blower Policy of the Company was received by the Company.

27. Prevention of sexual harassment at workplace

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (“POSH Act") and the Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment of women at workplace. The Company has an Internal Committee (IC) to redress and resolve any complaints arising under the POSH Act. Training / awareness programme were conducted during the year to create sensitivity towards ensuring a respectable workplace.

During the year under review, one complaint was received and disposed off within a period of ninety days.

28. The Code on Social Security, 2020 - Maternity benefit

The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961/ the Code on Social Security, 2020.

29. Conservation of energy, technology absorption, foreign exchange earnings and outgo

The particulars relating to conservation of energy, technology

absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in Annexure VI to this Report.

30. Annual Return

The Annual Return of the Company as on March 31, 2026 is available on the Company's website and can be accessed at https://dennetworks.com/upload/annuallpdf/Annual Return FY2025-26.pdf

31. Particulars of employees and related disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules, forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. Any Member interested in obtaining such information may address their e-mail to investorrelations@denonline.in

32. General

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review:

i) Details relating to deposits covered under Chapter V of the Act.

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

iii) Issue of sweat equity shares to the employees or directors of the Company. The Company does not have any Employees' Stock Options Scheme.

iv) Provisions of Section 197(14) of the Act relating to receipt of remuneration or commission by the managing director or whole-time director from holding company or subsidiary company as the Company does not have any managing director or whole-time director.

v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

vi) No fraud has been reported by the Auditors to the Audit Committee or the Board.

vii) No change in the nature of business of the Company.

viii) No proceeding pending under the Insolvency and Bankruptcy Code, 2016.

ix) No instance of one time settlement with any Bank or Financial Institution.

Acknowledgement

The Board of Directors places on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board of Directors would also like to express its sincere appreciation for the assistance and cooperation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, business partners, customers, vendors and Members during the year under review.