Your Directors have pleasure in presenting the Twenty Seventh Annual Report together with the audited financial statements of Entertainment
Network (India) Limited ['ENIL'/'the Company'] for the financial year ended 31 March 2026.

The financial statements for the financial year ended 31 March 2026 have been prepared in accordance with the Indian Accounting Standards
(hereinafter referred to as the 'Ind AS') as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 read
with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendments issued thereafter.

1. Financial Highlights

2. Financial Performance, Operations and the state of
the Company’s affairs

Total income of the Company increased from ' 56,347.48 lakhs
during the previous year to ' 57,937.83 lakhs during the year
under review. Profit after tax decreased from ' 1,180.95 lakhs
during the previous year to loss of ' 564.04 lakhs during the
year under review.

On a consolidated basis, the total income of the Company
increased from ' 58,216.70 lakhs during the previous year to
' 59,788.57 lakhs during the year under review. Profit after tax
decreased from ' 1,195.15 lakhs during the previous year to
loss of ' 739.28 lakhs during the year under review.

There were no material changes and commitments affecting
the financial position of the Company which have occurred
between the end of the financial year of the Company to which

these financial statements relate and the date of this Report.
There has been no change in the nature of the business of the
Company.

The litigation between Phonographic Performance Limited
(PPL) and the Company stems from PPL's challenge to
the Copyright Board's order passed in 2010, fixing 2% Net
Advertisement Revenue (NAR) as royalty. In April 2023,
Hon'ble Madras High Court partly allowed PPL's appeal,
setting a higher rate of 2% NAR or ' 660 per needle hour
(whichever is higher) for year 2010-2020. The Company filed a
Special Leave Petition in the Hon'ble Supreme Court, to appeal
against this order, which has been accepted and is pending
for hearing. Meanwhile, PPL and The South India Music
Companies Association (SIMCA) filed contempt proceedings
for alleged non-compliance of the order regarding the payment
of disputed royalties. In July 2024, Hon'ble Madras High Court

directed the Company to deposit 50% of projected liability as
an interim measure. The Company appealed this order before
the Division Bench of the same Court. The Hon'ble Division
Bench, vide its order dated 10 December 2025, was pleased
to allow the appeals filed by the Company and accordingly
the orders passed in the contempt petitions filed by PPL and
SIMCA were set aside. Consequently, both contempt petitions
were closed by the Single Judge of Hon'ble Madras High Court
in view of the said order.

In March 2025, Registered Office and Corporate Office of the
Company has been shifted to The Times Group, Sunteck Icon,
CST Link Road, Kalina, BKC Junction, Santacruz East, Mumbai-
400098, Maharashtra, India.

Pursuant to Regulation 30 and Regulation 30A of the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ['Listing
Regulations'], read with clause 5A of paragraph A of part A
of Schedule III of the Listing Regulations, the Company had
intimated to stock exchanges regarding disclosures received
from Bennett Coleman and Company Limited ('BCCL'), the
promoter of the Company, and Times Horizon Private Limited
(a wholly owned subsidiary of BCCL) ('THPL'), in regard to the
proposed reorganisation involving BCCL and THPL through a
scheme of arrangement under Sections 230 to 232 and other
applicable provisions of the Companies Act, 2013, and the
reorganisation agreement executed by them.

BCCL and THPL filed a scheme of arrangement pursuant to
Sections 230 to 232 and other applicable provisions of the
Companies Act, 2013 ('Scheme'), whereby the non-publishing
business of BCCL (which includes education, investment,
broadcasting, media, entertainment and other allied activities)
('EIBME Business') is proposed to be demerged from BCCL
into THPL. BCCL and THPL have also entered into a group
reorganization agreement ('Reorganisation Agreement') on
September 23, 2025, in this regard. The reorganisation was
subject to, inter-alia, approvals of Hon'ble National Company
Law Tribunal ('NCLT') and other statutory authorities as
applicable. NCLT, vide its order dated 4 February 2026,
approved the Scheme. As on date, the Scheme is not yet
effective, pending completion of conditions precedent and
receipt of applicable regulatory approvals.

BCCL is the promoter of the Company holding —71.15% of the
Company's equity share capital. As part of the reorganisation,
the shareholding of BCCL in the Company, which forms part
of the EIBME Business, will be transferred to THPL pursuant
to the Scheme and in accordance with the Reorganisation
Agreement, upon effectiveness of the Scheme. Further,
once the Scheme is effective, THPL will be classified as the
promoter of ENIL, subject to relevant regulatory approvals.

During the financial year 2025-26, the Company entered into
Memorandum of Understanding (MOU)/ Term Sheet with
Abhijit Realtors & Infraventures Private Limited (Abhijit
Realtors) for the proposed transfer and vesting of tangible
and intangible assets relating to four FM Radio Stations-
Kanpur 91.9 FM, Lucknow 107.2 FM, Nagpur 91.9 FM and
Hyderabad 104 FM (Kool FM) (excluding any trademarks or

other intellectual property rights owned by the Company/
ENIL) subject to definitive agreements, approval of the
Ministry of Information and Broadcasting and other conditions.
The Company also executed Advertising Sales Agreement
authorizing Abhijit Realtors to market and sell the airtime of
the aforesaid four FM Radio Stations.

There is no proceeding pending under the Insolvency and
Bankruptcy Code, 2016. There was no instance of one-time
settlement with any bank or financial institution.

3. Transfer to reserves

The Board of Directors ('Board') of your Company has decided
not to transfer any amount to the reserves for the financial
year under review.

4. Dividend

Your Directors are pleased to recommend a dividend @ 20%
i.e., ' 2.00/- (Rupees two only) per equity share of ' 10/-
each for the financial year ended 31 March 2026, aggregating
' 953.41 lakhs. The dividend payment is subject to the
approval of the members at the ensuing Annual General
Meeting (AGM). The Board of Directors has approved and
adopted the Dividend Distribution Policy of the Company, and
the dividend recommendation and payout are in accordance
with the Company's Dividend Distribution Policy.

As per the Income Tax Act, 2025 (erstwhile Income-tax Act,
1961), dividends paid or distributed by the Company shall be
taxable in the hands of the Members. Your Company shall,
accordingly, make the payment of the dividend after deduction
of tax at source.

The dividend, if declared at the AGM, would be paid within
thirty days from the date of declaration of dividend through
electronic mode to the Members who have updated their bank
account details and dividend warrants/ demand drafts would
be dispatched at the registered address of the Members who
have not updated their bank account details, to those persons
or their mandates:

Ý whose names appear as beneficial owners as at the end
of the business hours on Friday, 18 September 2026 in
the list of the Beneficial Owners to be obtained from the
Depositories i.e., National Securities Depository Limited
[NSDL] and Central Depository Services (India) Limited
[CDSL], in respect of the shares held in electronic/
dematerialized mode; and

Ý whose names appear as Members in the Register of
Members of the Company as at the end of the business
hours on Friday, 18 September 2026, in respect of the
shares held in physical mode.

As per the provisions of Sections 124 and 125 of the Companies
Act, 2013 read with the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016, the dividend that remains unclaimed/unpaid/
un-encashed for a period of seven years and Equity Shares of
the Company, in respect of which dividend entitlements have
remained unclaimed or unpaid for seven consecutive years or
more, are required to be transferred by the Company to the
Investor Education and Protection Fund ('IEPF'), established
by the Central Government. Details of the unclaimed dividend
amount is available on the Company website - www.enil.co.in
at the url:https://www.enil.co.in/unclaimed-dividend.php.
Calendar for transfer of unclaimed dividend to IEPF has been
stated in the notes to the Notice convening the AGM. Pursuant
to the guidelines issued by the IEPF Authority, Company
Secretary has been nominated as the Nodal Officer to facilitate
the refund of the claims of the unpaid (unclaimed) dividend
(e-mail ID: mehul.shah@timesgroup.com).

The members whose dividend / shares are/ will be transferred
to the IEPF Authority can claim the same from IEPF Authority
by following the Refund Procedure as detailed on the website
of IEPF Authority:http://www.iepf.gov.inat http://www.iepf.
gov.in/IEPF/refund.html.

The Company has transferred ' 20,847, being the unpaid or
unclaimed dividends declared for the financial year 2017¬
18 and 711 equity shares to the IEPF Authority as per the
provisions of Sections 124 and 125 of the Companies Act,
2013 read with the Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules,
2016. Details of dividends and shares transferred to the IEPF
Authority are available on the Company website- www.enil.
co.inat the url: https://www.enil.co.in/unclaimed-dividend.
phpand also on the website of IEPF Authority and the same
can be accessed through the link: www.iepf.gov.in.

5. Deposits

The Company has not accepted any deposit from the public /
members under Section 73 of the Companies Act, 2013 read
with the Companies (Acceptance of Deposits) Rules, 2014
during the financial year under review. Consequently, there
is no requirement for furnishing details related to the deposit
covered under Chapter V of the Companies Act, 2013.

6. Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013
('the Act') read with the applicable rules thereto, Mr. Richard
Saldanha (DIN: 00189029) retires by rotation at the ensuing
AGM and being eligible, offers himself for reappointment. The
Board of Directors recommends the reappointment of Mr.
Saldanha as the Director of the Company.

The Company has received the consent, declarations and
confirmations from all the Independent Directors of the
Company pursuant to the provisions of Section 149 and all
other applicable provisions of the Act and the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ['Listing Regulations']
stating that they meet the criteria of independence as
provided under the Act and the Listing Regulations and that
they are not disqualified to become directors under the Act. All
the Independent Directors have confirmed that they are not
aware of any circumstance or situation, which exist or may
be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective independent

judgment and without any external influence and that they are
independent of the management. The Board of Directors took
on record the said declarations and confirmations submitted
by the Independent Directors under applicable provisions
of the Act and the Listing Regulations after undertaking due
assessment of the veracity of the same. In the opinion of the
Board of Directors, all the Independent Directors fulfill the
criteria of independence as provided under the Act, rules
made thereunder, read with the Listing Regulations and that
they are independent of the management.

The Board of Directors is of the opinion that all the Independent
Directors of the Company hold the highest standards of
integrity and possess the requisite expertise and experience
(including the proficiency) required to fulfill their duties as
Independent Directors.

All the Independent Directors have confirmed that they have
complied with the provisions of Section 150 of the Companies
Act, 2013 read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014 regarding applying
online to the Indian Institute of Corporate Affairs at Manesar
('IICA') for inclusion of their names in the databank maintained
by IICA and also filed the application for renewal of the same.

The Independent Directors have complied with the Code for
Independent Directors prescribed in Schedule IV to the Act
and the Code of Conduct for directors and senior management
personnel formulated by the Company.

The Company has received all the relevant consent,
documents, declarations, and confirmation from the directors
proposed to be appointed and reappointed and they are not
disqualified to hold the office of directors under the Act.

As per the requirement of the circular from the stock exchange
(no: LIST/COMP/14/2018-19 Dated June 20, 2018), the Board
of Directors and its Nomination & Remuneration Committee,
while considering the appointment and reappointment of
the directors, have verified and affirmed that they are not
debarred from holding the office of director by virtue of any
Securities and Exchange Board of India ('SEBI') order or any
other such authority.

Certificate from the Company Secretary in Practice has been
attached with the Report of Corporate Governance, confirming
that none of the directors on the Board of the Company
have been debarred or disqualified from being appointed or
continuing as directors of companies by the SEBI/ Ministry of
Corporate Affairs or any such statutory authority.

As stipulated under the Listing Regulations and Secretarial
Standards, details in respect of the directors seeking
appointment/ reappointment at the AGM, inter-alia, age,
qualifications, experience, details of remuneration last
drawn by such persons, relationship with other directors
and Key Managerial Personnel of the Company, the number
of Meetings of the Board attended during the year and other
directorships, membership/ chairmanship of the committees
of other Boards, shareholding, etc. are annexed to the Notice
convening the AGM.

None of the Directors are related to each other or key
managerial personnel (inter-se).

Details of the number of meetings of the Board of Directors
and Committees and attendance at the meetings have been
furnished in the Report on Corporate Governance.

The following persons are designated as the Key Managerial
Personnel (KMP):

Ý Mr. Yatish Mehrishi: Manager & Chief Executive Officer

Ý Mr. Sanjay Kumar Ballabh: Chief Financial Officer

Ý Mr. Mehul Shah: EVP Compliance & Company Secretary

7. Annual evaluation of performance of the Board, its
Committees and individual directors

The Board of Directors is committed to continued improvement
in its effectiveness. Accordingly, the Board, its Committees
and individual directors participated in the annual formal
evaluation of its performance. This was designed to ensure,
amongst other things, that the Board, its Committees and each
director continue to contribute effectively.

Evaluation of the performance of the Board, its Committees
and individual directors involved structured questionnaire-
driven discussions that covered a number of key areas /
evaluation criteria including the roles and responsibilities,
size and composition of the Board and its Committees,
meaningful and constructive contribution and inputs in the
meetings, dynamics of the Board and its Committees and the
relationship between the Board and management. Chairman
of the Board of Directors had meetings with the Independent
Directors. Chairperson of the Nomination & Remuneration
Committee had meetings with the Non- Independent Directors.
Independent Directors, at their Meeting led by the Chairperson
of the Nomination & Remuneration Committee, reviewed the
performance of the Chairman, Non-Independent Directors and
the Board as a whole in respect of the financial year under
review. The Independent Directors, in the said meeting,
also 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. These meetings were intended to obtain
Directors' input on effectiveness of the Board/ Committee
processes. The evaluation of the Independent Directors was
conducted by the entire Board of Directors which included
the performance of the Directors and fulfillment of the
independence criteria as specified in the Listing Regulations
and their independence from the management. In the above
evaluation, the Directors who were subject to evaluation did
not participate. The results of the evaluation were discussed
with the relevant Committees and collectively by the Board
as a whole. Constructive feedback was also obtained on the
contributions of individual Directors.

Formal Annual Evaluation was carried out in compliance
with all the applicable provisions of the Act and the Listing
Regulations. During the Board Evaluation, it was observed
that the Board of Directors, as a whole, functions as a cohesive
and integrated body, contributing to rich and value-adding

discussions. The Board maintains an optimal balance between
operational and strategic matters and is proactively engaged
on key issues such as talent, strategy, and governance. As
part of the evaluation exercise, the Board also identified
specific areas for further engagement and focus. The Directors
expressed satisfaction with the evaluation outcomes, which
reflected the overall commitment and involvement of the
Board and its Committees with the Company.

8. Board Familiarization Program

At the time of appointment, new Directors are familiarized
with the Company through an induction process. This includes
an overview of the Company, the Director's roles, rights, and
responsibilities, the industry in which the Company operates,
and its business model. Comprehensive presentations are
made to the Board and its Committees, covering a wide range
of topics such as business strategy, branding, programming,
financial performance and forecasts, compliance and
regulatory updates, audit reports, and risk assessment and
mitigation. Details of the familiarization program are available
on the Company's website at:https://www.enil.co.inat web
link: https://www.enil.co.in/policies-and-code-of-conduct.php

9. Policy on directors’ appointment and remuneration

The Company's Policy on the Directors' appointment
and remuneration, including the criteria for determining
qualifications, positive attributes, independence of director
and other matters as provided under Section 178 of the Act, is
titled as Nomination & Remuneration Policy, and is available
on the Company's website at:https://www.enil.co.inat web
link: https://www.enil.co.in/policies-and-code-of-conduct.php
and also appended as Annexure A to this Report.

10. Vigil Mechanism

The Company has a robust and effective Whistle Blower
Policy/ Vigil Mechanism in place. Its objective is to provide
employees, directors, customers, vendors, contractors, and
other stakeholders with a fair and impartial platform to raise
genuine concerns regarding unethical behavior, suspected or
actual fraud, or violations of the Company's Code of Conduct.
This mechanism reflects the Company's commitment to the
highest standards of ethical, moral, and legal business conduct,
and to fair dealings with all stakeholders. It also supports
open channels of communication. The Vigil Mechanism
includes adequate safeguards to protect individuals who
report concerns in good faith from any form of victimization.
It ensures that no adverse action is taken against anyone for
using this mechanism. The policy also allows for direct access
to the Chairperson of the Audit Committee in appropriate or
exceptional cases. The Board of Directors affirms and confirms
that no personnel have been denied access to the Audit
Committee.

Whistle Blower Policy/ Vigil Mechanism is available on the
Company's website at:https://www.enil.co.inat web link:
https://www.enil.co.in/policies-and-code-of-conduct.php

11. Audit Committee

The Audit Committee of the Company consists of the following
Directors as on the date of this Report:

Ý Mr. Mohit Gupta - Chairman (Independent Non- Executive
Director)

Ý Ms. Sukanya Kripalu (Independent Non- Executive
Director)

Ý Mr. Vivek Sriram (Independent Non- Executive Director)

The Internal Auditors of the Company report directly to the
Audit Committee. All the recommendations of the Audit
Committee were accepted by the Board of Directors. A brief
description of terms of reference and other relevant details
of the Audit Committee have been furnished in the Report on
Corporate Governance.

12. CSR Committee

The constitution, composition, quorum requirements, terms
of reference, role, powers, rights, obligations of Corporate
Social Responsibility Committee ('CSR Committee') are in
conformity with the provisions of Section 135 and all other
applicable provisions of the Companies Act, 2013, read with
the Companies (Corporate Social Responsibility Policy)
Rules, 2014 and all other applicable rules made under the
Companies Act, 2013 (including any statutory modification(s)
or re-enactment or amendments thereof).

The CSR Committee of the Company consists of the following
Directors as on the date of this Report:

Ý Mr. Vineet Jain - Chairman (Non- Executive Director)

Ý Mr. Vivek Sriram (Independent Non- Executive Director)

Ý Mr. N. Subramanian (Non- Executive Director)

During the financial year under review, the CSR Committee
met on 16 May 2025 and 29 July 2025.

Brief description of terms of reference of the CSR Committee
inter-alia includes:

Ý Formulating and recommending to the Board of Directors
(Board), a Corporate Social Responsibility (CSR) Policy
which shall indicate the activities to be undertaken by the
Company as specified in Schedule VII of the Companies
Act, 2013;

Ý Recommending the amount of expenditure to be spent
on the CSR activities to be undertaken by the Company;

Ý Monitoring the CSR Policy of the Company from time to
time;

Ý Formulating and recommending to the Board, an Annual
Action Plan in pursuance of its CSR Policy, which shall
include:

- the list of CSR projects or programmes that are
approved to be undertaken in areas or subjects
specified in Schedule VII of the Act;

- the manner of execution of such projects or
programmes;

- the modalities of utilisation of funds and

implementation schedules for the Provided projects
or programmes;

- monitoring and reporting mechanism for the
projects or programmes; and

- details of need and impact assessment, if any, for
the projects undertaken by the company;

Ý Approving specific projects, either new or ongoing, in
pursuance of the CSR Policy and the Annual Action Plan;

Ý Recommending to the Board any alteration in the Annual
Action Plan approved by the Board along with reasonable
justification;

Ý Monitoring, reviewing the progress of the CSR initiatives
undertaken and reporting of the CSR activities to the
Board from time to time;

Ý Satisfying the Board on the utilization of the funds
disbursed for the purpose and in the manner approved

by it;

Ý Reviewing and recommending to the Board, the Annual
Report on CSR activities to be included in the Board's
report;

Ý Reviewing and recommending to the Board, if and to the
extent applicable, the need for impact assessment of the
projects and appointment of impact assessment agency
and the impact assessment report to be obtained by the
Company from time to time;

Ý Undertaking such activities and carrying out such
functions as may be provided under Section 135 of the
Act and the rules issued thereunder.

CSR Policy development and implementation:

The CSR Policy is available on the Company's website at:
https://www.enil.co.inat web link: https://www.enil.co.in/
policies-and-code-of-conduct.php

CSR Policy Statement and Annual report on CSR activities as
required under the Companies (Corporate Social Responsibility
Policy) Rules, 2014 have been appended as Annexure Bto this
Report.

13. Nomination & Remuneration Committee

The Nomination & Remuneration Committee of the Company
comprises of the following Directors as on the date of this
Report:

Ý Ms. Sukanya Kripalu - Chairperson (Independent Non¬
Executive Director)

Ý Mr. Mohit Gupta (Independent Non- Executive Director)

Ý Mr. Vivek Sriram (Independent Non- Executive Director)

Ý Mr. Vineet Jain (Non- Executive Director)

A brief description of terms of reference and other relevant
details of the Nomination & Remuneration Committee have
been furnished in the Report on Corporate Governance.

14. Stakeholders Relationship Committee

The Stakeholders Relationship Committee of the Company
comprises of the following Directors as on the date of this
Report:

Ý Mr. Vivek Sriram - Chairman (Independent Non¬
Executive Director)

Ý Mr. Mohit Gupta (Independent Non- Executive Director)

Ý Mr. Vineet Jain (Non- Executive Director)

Ý Mr. N. Subramanian (Non- Executive Director)

A brief description of terms of reference and other relevant
details of the Stakeholders Relationship Committee have been
furnished in the Report on Corporate Governance.

15. Audit Report

The Audit Report does not contain any qualification, reservation
or adverse remark or disclaimer. The Statutory Auditors of the
Company have not reported any details in respect of frauds as
specified under Section 143(12) of the Act.

16. Auditors

The Members of the Company, at the 23^rd AGM held on
September 27, 2022, had approved the appointment of
Walker Chandiok & Co LLP, Chartered Accountants (ICAI Firm
Registration number - 001076N/ N500013) as the Statutory
Auditors of the Company for a term of five consecutive years,
to hold the office commencing from the conclusion of the 23^rd
AGM till the conclusion of the 28^th AGM. Walker Chandiok & Co
LLP, Chartered Accountants have stated that they satisfy the
criteria provided in Section 141 of the Act.

17. Secretarial Auditor and report

The Board of Directors had appointed M/s. Hemanshu
Kapadia & Associates, Company Secretaries (C. P. No: 2285),
to conduct the Secretarial Audit for the financial year 2025-26.
The Secretarial Audit Report for the financial year ended 31
March 2026 is appended as Annexure C to this Report. The
Secretarial Audit Report does not contain any qualification,
reservation or adverse remark or disclaimer.

Pursuant to Regulation 24A of the Listing Regulations and
other applicable provisions, the Company has appointed M/s.
Hemanshu Kapadia & Associates, Company Secretaries (Firm
Registration Number: I1995MH00700), Peer Reviewed Firm of
Company Secretaries in Practice as the Secretarial Auditors of
the Company for a term of five consecutive years, commencing
from financial year 2025-26 to financial year 2029-30, to
conduct secretarial audit. Brief resume and other relevant
details of M/s. Hemanshu Kapadia & Associates, Company
Secretaries in Practice, was disclosed in the Notice of the 26^th
AGM held on 12 September 2025.

18. Cost Auditor and report

The Board of Directors, on recommendation of the Audit

Committee and pursuant to Section 148 and all other
applicable provisions of the Act, read with the Companies
(Audit and Auditors) Rules, 2014 and all other applicable rules
made under the Act (including any statutory modification(s) or
re-enactment thereof for the time being in force), has approved
the appointment and remuneration of the Cost Auditors, M/s.
R. Nanabhoy & Co., Cost Accountants (Firm registration
number- 00010) to conduct the audit of the cost records of
the Company for the financial year ending on 31 March 2027.
The aforesaid appointment of M/s. R. Nanabhoy & Co. is
subject to the relevant notifications, orders, rules, circulars,
etc. issued by the Ministry of Corporate Affairs and other
regulatory authorities from time to time. The remuneration
payable to M/s. R. Nanabhoy & Co. shall be ' 5,00,000 (Rupees
five lakhs only) plus out of pocket expenses and applicable
taxes for the aforesaid audit. The remuneration payable to the
Cost Auditors is required to be ratified subsequently by the
members. Accordingly, the consent of the members has been
sought to pass the resolution as set out at Item No. 4 of the
Notice convening the AGM for ratification of the remuneration
payable to the Cost Auditors for the financial year ending on
31 March 2027.

Maintenance of cost records as specified by the Central
Government under Sub-section (1) of Section 148 of the
Companies Act, 2013, is required by the Company and
accordingly, such accounts and records are made and
maintained.

The Cost Audit Report for the financial year 2024-25 was filed
on 20 August 2025. The Cost Audit Report for the financial year
2025-26 will be filed on/ before the due date.

19. Conservation of Energy, Technology absorption and
Foreign exchange earnings and Outgo

The Company is in the business of Private FM Radio
Broadcasting. Hence, most of the information required to
be provided relating to the Conservation of energy and
Technology absorption is not applicable.

However, the information, as applicable, is given hereunder:

a) Conservation of energy:

(i) Steps taken or impact on conservation of energy
and the steps taken by the Company for utilising
alternate sources of energy:

- Energy Conservation: We enhanced our
ongoing energy efficiency efforts by further
regulating electricity consumption across
our transmitters, studios, and offices. These
measures have resulted in significant savings
in energy costs during the financial year under
review. Transmitter sites, which primarily
house equipment, require substantial
electricity, particularly for air conditioning to
cool heat-generating transmitters and related
systems.

- We have installed new energy-efficient
transmitters and inverter ACs at most CTIs.
Following these upgrades, it was observed
that the actual power consumption is
significantly below the sanctioned electrical
load. Accordingly, in coordination with
co-broadcasters at the CTIs, we have
initiated energy audits to assess and right¬
size the contracted electricity demand
at transmission sites. This initiative is
expected to reduce fixed demand charges
by aligning the sanctioned load with actual
requirements, while also optimizing variable
operating costs.

- Optimization of office spaces: As part of
our workplace optimization efforts, we
undertook rationalization at few more
locations by adopting efficient office designs,
implementing energy saving measures
including, the installation of motion sensors,
LED lighting etc. These initiatives have
resulted in an estimated 40% reduction in
energy consumption.

- Sustainable practices: We continue to
conserve energy by closely monitoring air
conditioning (AC) usage and implementing
measures such as maintaining studio AC
settings at no lower than 25°C and reducing
transmitter power during off-peak night
hours. Additionally, older AC units are being
progressively replaced with more energy-
efficient models.

- Power management enhancement: We
reassessed our power requirements and
upgraded backup power systems at several
additional locations, resulting in a significant
reduction in overall power consumption.

(ii) Capital investment on energy conservation

equipments: Nil.

b) Technology absorption:

(i) The efforts made towards technology absorption

and benefits derived like product improvement,
cost reduction, product development or import
substitution: Your Company has consistently taken
initiatives to improve productivity and increase
efficiency in processes.

- Your Company successfully implemented
SAP S/4HANA as part of its digital
transformation journey, modernizing its
core ERP platform with integrated, real-time
business processes, advanced analytics,
and enhanced compliance capabilities.

The implementation streamlined critical
functions across finance, procurement,
sales, inventory, operations, and reporting,
resulting in improved operational efficiency,
accelerated financial closing, enhanced data
integrity, and stronger governance, while
ensuring minimal disruption to business
operations.

- Your Company also implemented SAP
SuccessFactors to transform its human
resource management processes by
digitizing the employee lifecycle and
enhancing self-service capabilities. The
platform has streamlined HR operations,
improved data accuracy, accelerated
onboarding, strengthened workforce
analytics, and enhanced collaboration
among employees, managers, and HR teams.
The implementation has also significantly
reduced manual interventions and approval
timelines, leading to greater efficiency and
improved employee experience.

- Your Company deployed the TruTime
Attendance Management System to
automate attendance management, improve
payroll accuracy through seamless system
integration, and enhance workforce visibility
through real-time monitoring and reporting.
The solution has reduced manual processing,
strengthened payroll compliance, improved
reporting and analytics, and further advanced
the Company's digital transformation agenda
by increasing automation, operational
efficiency, and integration across key
business systems.

(ii) Imported technology (imported during last three
years reckoned from the beginning of the financial
year): The Company has not imported any new
technology in this financial year. Nevertheless, the
Company has continued to use the latest equipment
and software for its business activities.

(iii) The expenditure incurred on Research &
Development (R & D):

The Company has not spent any amount towards
research and development activities. The Company
has been active in harnessing the latest technology
available in the industry.

c) Foreign exchange earnings and outgo:

The Foreign Exchange earned in terms of actual inflows
during the year and the Foreign Exchange outgo during
the year in terms of actual outflows.

20. Particulars of Employees

Disclosures pertaining to remuneration and other details as
required under Section 197 of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are appended as Annexure D to this
Report.

The Chief Executive Officer & Manager of the Company
does not receive any remuneration or commission from the
Company's holding or subsidiary companies.

As per the provisions of Section 197 of the Act read with
the Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names and other relevant particulars
of the employees drawing remuneration in excess of the limits
set out in the said rules forms part of the Annual Report. As
per the second proviso to Section 136(1) of the Act, the Annual
Report excluding the aforesaid information is being sent to
the members of the Company. The said information is made
available for inspection by the Members basis the request
being sent on enil.investors@timesgroup.comwithout
payment of fee and same will also be available during the
AGM. Any Member interested in obtaining such information
may write to the Company Secretary and the same will be
furnished on request. The Annual Report is available on the
Company's website at: www.enil.co.in.

21. Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Act, the Annual Return of the Company is available at the
Company's website: (https://www.enil.co.in) at url: https://
www.enil.co.in/financials-annual-reports.php.

22. Share Capital & Listing of Securities

During the financial year under review, the Company has not
issued:

Ý any shares, debentures, bonds, warrants or securities;

Ý any equity shares with differential rights as to dividend,
voting or otherwise;

Ý any shares to its employees under the Employees Stock
Option Scheme;

Ý any sweat equity shares.

During the financial year under review, the Company has not
bought back its shares, pursuant to the provisions of Section
68 of the Companies Act, 2013 and Rules made thereunder.

No shares are held in trust for the benefit of employees. There
is no change in the capital structure of the Company during
the financial year under review.

The equity shares of the Company are listed on BSE Limited
(BSE) and National Stock Exchange of India Limited (NSE)
since 15 February 2006. The annual listing fee has been paid
to each exchange. As required under the Listing Regulations,
the Company has executed the Uniform Listing Agreement
with BSE and NSE.

23. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial
year under review as stipulated under Regulation 34 of the
Listing Regulations is set out in a separate section forming
part of this Report.

The Company has adopted Integrated Reporting. The
information related to the Integrated Reporting forms part
of the Management Discussion & Analysis and Integrated
Reporting has also been hosted on the website of the
Company: (https://www.enil.co.in) at url: https://www.enil.
co.in/financials-annual-reports.php.

24. Business Responsibility & Sustainability Report

As per Regulation 34 of the Listing Regulations, the
Company has published a separate Business Responsibility
& Sustainability Report ('BRSR') for the financial year under
review and is attached as Annexure Eto this Report.

25. Corporate Governance

The Company is adhering to good corporate governance
practices in every sphere of its operations. The Company has
taken adequate steps to comply with the applicable provisions
of Corporate Governance as stipulated under the Listing
Regulations. A separate Report on Corporate Governance is
enclosed as a part of this Report along with the Certificate
from the Practicing Company Secretary.

26. Secretarial Standards

The Company complies with the applicable mandatory
Secretarial Standards issued by the Institute of Company
Secretaries of India.

27. Directors’ Responsibility Statement

Pursuant to the provisions of Section 134 of the Companies
Act, 2013, the Directors hereby confirm that:

(a) in the preparation of the annual accounts for the financial
year ended on 31 March 2026, the applicable accounting
standards have been followed and that there are no
material departures from the same;

(b) they have selected such accounting policies and applied
them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end
of the financial year ended on 31 March 2026 and of the
loss of the Company for that period;

(c) they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

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

(e) they have laid down internal financial controls for
the Company and such internal financial controls are
adequate and operating effectively; and

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

28. Contracts and arrangements with related parties

All contracts / arrangements / transactions entered into by
the Company during the financial year under review with
related parties were on an arm's length basis and not material
in nature, therefore disclosure in form AOC-2 is not applicable.

The Company's Policy on Materiality of related party
transactions and dealing with related party transactions is
available on the Company's website at: www.enil.co.in(url:
https://www.enil.co.in/policies-and-code-of-conduct.php).

The related party transactions are entered into based
on business exigencies such as synergy in operations,
profitability, market share enhancement etc. and are intended
to further the Company's interests. In accordance with the
applicable accounting standards, transactions with related
parties are furnished in the financial statements.

29. Dividend Distribution Policy

The Company has formulated a Dividend Distribution Policy as
required under the Regulation 43A of the Listing Regulations.
The said Policy is appended as Annexure F to this Report and
also uploaded on the Company's website at www.enil.co.in
(url:https://www.enil.co.in/policies-and-code-of-conduct.
phe).

30. Particulars of loans given, investment made,
guarantees given and securities provided

The Company has not given any guarantees or provided any
securities under Section 186 of the Act. Particulars of the
loan given are provided in Note 40 to the standalone financial
statements. The loan was given for business purposes.
Particulars of investments made by the Company during the
financial year 2025-26 are provided in Note 8 to the standalone
financial statements.

31. Risk Management

The Board of Directors is responsible for ensuring that the
Company has appropriate systems of control in place - in
particular, systems for risk management, financial and
operational control, and compliance with the laws and relevant
standards. Accordingly, the Board oversees the framing,
implementing and monitoring of the risk management plan

for the Company. The Board also ensures the integrity of
the Company's accounting and financial reporting systems,
including the independent audit.

The Audit Committee reviews the adequacy and effectiveness
of the Company's internal control environment and monitors
the implementation of audit recommendations, including
those relating to strengthening of the Company's Risk
Management policies, systems and procedures. Internal Audit
for the financial year under review has been carried out by
Deloitte Touche Tohmatsu India Limited Liability Partnership
('Deloitte'), the independent Internal Auditors. Internal Audit
covers key radio stations at pan India level and the corporate
office as per the annual audit plan approved by the Audit
Committee. Internal Audit report is presented to the Audit
Committee on regular basis, and the Chairman of the Audit
Committee briefs the Board of Directors about the same.

The Company has adopted a Risk Management Policy
pursuant to the provisions of Section 134 and all other
applicable provisions of the Companies Act, 2013 and Listing
Regulations and also established related procedures to inform
Board Members about the risk assessment and minimization
procedures. The Company has a strong Enterprise Risk
Management framework which is administered by the Senior
Management team and monitored by the Risk Management
Committee. Major risks are identified, and mitigation measures
are put in place, and the same are also reported to the Audit
Committee and Board of Directors along with the action taken
report. The Risk Management Policy envisages assessment
of strategic risks, operational risks, financial risks, regulatory
risks, human resource risks, technological risks.

The Risk Management Policy adopted by the Company involves
identification and prioritization of risk events, categorization of
risks into High, Medium and Low based on the business impact
and likelihood of occurrence of risks and Risk Mitigation &
Control.

The Risk Management Committee of the Company comprises
of the following members as of the date of this Report:

Ý Mr. Vineet Jain (Non-Executive Chairman)

Ý Ms. Sukanya Kripalu (Independent Director)

Ý Mr. N. Subramanian (Non-Executive Director)

Ý Mr. Yatish Mehrishi (Manager & CEO)

A brief description of terms of reference and other relevant
details of the Risk Management Committee have been
furnished in the Report on Corporate Governance.

32. Internal Financial Controls

The Company has adopted the policies and procedures for
ensuring the orderly and efficient conduct of its business,
including adherence to the Company's policies, safeguarding
of its assets, prevention and detection of frauds and errors,
accuracy and completeness of the accounting records, and
timely preparation of reliable financial information.

The Company has in place adequate internal financial controls
with reference to the financial statements. The Company's
internal control systems, including internal financial controls,

are commensurate with the nature of its business and the
size and complexity of its operations and same are adequate
and operating effectively. These systems are periodically
tested and no reportable material weakness in the design or
operation was observed. The Audit Committee reviews the
adequacy and effectiveness of the Company's internal control
system including internal financial controls.

33. Consolidated Financial Statements

In accordance with the Companies Act, 2013 and applicable
accounting standards, the audited consolidated financial
statements are provided and form part of the Annual Report.

34. Subsidiary Companies

The Company has the following subsidiaries:

Ý Alternate Brand Solutions (India) Limited (ABSL) is a
100% subsidiary based in India. ABSL recorded a total
income of ' 95.30 lakhs during the financial year ended
31 March 2026, as compared to ' 77.89 lakhs during
the financial year ended 31 March 2025. Profit after
Tax stood at ' 69.12 lakhs for the financial year ended
31 March 2026, as compared to Profit of ' 56.00 lakhs
during the financial year ended 31 March 2025.

Ý Entertainment Network, INC (EN, INC) and a step-
down subsidiary, Entertainment Network, LLC (EN,
LLC) are based in the United States of America. EN,
INC is a 100% subsidiary of the Company. EN, LLC is
the 100% subsidiary of EN, INC. EN, INC recorded a
total consolidated income of ' 574.45 lakhs during the
financial year ended 31 March 2026, as compared to
' 663.36 lakhs during the financial year ended 31 March
2025. Consolidated loss after Tax stood at ' (92.64) lakhs
for the financial year ended 31 March 2026 as compared
to loss of ' (1.06) lakhs during the financial year ended
31 March 2025.

Ý Global Entertainment Network Limited (GENL) is a
company incorporated under the laws of the State of
Qatar, having its registered office in Doha, Qatar. In
March 2021, the Company acquired 49% equity of GENL.
The remaining 51% of the equity stake is owned by
another company (Marhaba FM). Basis the shareholding
agreement executed by the Company with Marhaba
FM, the Company has a controlling interest in GENL.
As a result, the investment made in GENL is treated
as an investment in a subsidiary as per Ind AS 110-
Consolidated Financial Statements. GENL recorded a
total income of ' 961.62 lakhs during the financial year
ended 31 March 2026, as compared to ' 819.24 lakhs
during the financial year ended 31 March 2025. Profit
after Tax stood at ' 66.51 lakhs for the financial year
ended 31 March 2026, as compared to Profit of ' 134.45
lakhs during the financial year ended 31 March 2025.

Ý Mirchi Bahrain WLL, based in the Kingdom of Bahrain, is
a 100% subsidiary of the Company. Mirchi Bahrain WLL
became a wholly owned subsidiary of the Company in
April 2021. Mirchi Bahrain WLL recorded a total income
of ' 312.35 lakhs during the financial year ended 31
March 2026, as compared to ' 397.82 lakhs during the
financial year ended 31 March 2025. Loss after Tax stood

at ' (220.84) lakhs for the financial year ended 31 March
2026, as compared to Loss after Tax of ' (174.58) lakhs
during the financial year ended 31 March 2025.

As per Section 129 of the Companies Act, 2013, a separate
statement containing the salient features of the financial
statements of the Subsidiary Companies is attached along
with the financial statements in the prescribed Form
AOC-1. The Company does not have any associate company or
joint venture. There has been no change in the nature of the
business of the subsidiaries.

The Company shall make available the financial statements
and the related detailed information of its subsidiaries to
any Member of the Company or its subsidiaries who may
be interested in obtaining the same at any point of time
and same is also available on the website: www.enil.co.in.
These documents will also be available for inspection by the
Members basis the request being sent on enil.investors@
timesgroup.comwithout payment of fee and same will also
be available during the AGM. The consolidated financial
statements presented by the Company include the financial
results of its Subsidiary Companies.

The audited financial statements, including consolidated
financial statements and all other relevant documents required
to be attached thereto, are available on the Company's
website: www.enil.co.in.

The Policy for determining material subsidiaries is available
at the Company's website: www.enil.co.inat https://www.enil.
co.in/policies-and-code-of-conduct.php

35. Significant and material order

During the financial year under review, no significant and
material orders were passed by the regulators or courts
or tribunals impacting the going concern status and the
Company's operations in future.

36. Disclosure under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

Your Company has always believed in providing a safe and
harassment-free workplace for every individual working in the
Company. For building awareness in this area, the Company
has been conducting induction / refresher programmes on
a continuous basis. The Company has in place a Policy for
prevention of Sexual Harassment at the Workplace in line with
the requirements of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition and Redressal) Act, 2013,
and the Company has complied with the applicable provisions
of the said Act. Internal Complaints Committee has been
set up to redress the complaints received regarding sexual
harassment. No complaint was pending at the beginning of the
financial year under review. Details of the complaints of sexual
harassment:

a) number of complaints of sexual harassment received in
the year: three

b) number of complaints disposed off during the year: three

c) number of cases pending for more than ninety days: nil

37. Compliance with the provisions of Maternity Benefit
Act 1961

Your Company has complied with all applicable provisions of
the Maternity Benefit Act, 1961 during the financial year under
review.

38. Acknowledgements

Your Directors take this opportunity to convey their
appreciation to all the members, listeners, advertisers,
media agencies, dealers, suppliers, bankers, regulatory and
government authorities and all other business associates for
their continued support and confidence in the management of
the Company. Your Directors are pleased to place on record
their appreciation for the consistent contribution made by the
employees at all levels through their hard work, dedication,
solidarity and co-operation.