Den Networks Ltd Directors Report

Dear Members,

The Board of Directors present the Companys Eighteenth Annual Report and the Companys Audited Financial Statements for the financial year ended March 31, 2025.

1. Financial Results

The Companys financial performance (standalone and consolidated) for the year ended March 31, 2025, is summarized below:

	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from operations	9,891.45	10,347.56	10,054.08	10,807.48
Profit/(loss) before interest, depreciation and exceptional items	2,332.23	2,818.12	3,561.98	3,616.78
Less: Interest	20.70	24.83	20.90	25.74
Depreciation and amortization expenses	723.06	727.93	1,057.65	1,128.10
Share of profit/ (loss) of Associates	-	-	2.19	(16.68)
Profit/(loss) for the year	1,588.47	2,065.36	2,485.62	2,446.26
Total tax expense (including current tax and deferred tax)	414.51	308.79	518.32	318.32
Profit/(loss) after tax	1,173.96	1,756.57	1,967.30	2,127.94
Add: Other Comprehensive Income	4.87	0.77	6.65	6.22
Total Comprehensive Income for the year	1,178.83	1,757.34	1,973.95	2,134.16
Earning Per Share (in ^) (Basic & Diluted)	2.46	3.68	4.20	4.50

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 Companys affairs

During the year under review, the Companys total revenue from operations was ^ 9,891.45 million on standalone basis and ^ 10,054.08 million on consolidated basis as compared to the last years revenue of ^10,347.56 million on standalone basis and ^ 10,807.48 million on consolidated basis respectively. The Post-Tax Profit of your Company was ^ 1,173.96 million on standalone basis and ^ 1,967.30 million on consolidated basis as compared to the last years Post Tax Profit of ^ 1,756.57 million on standalone basis and ^ 2,127.94 million on consolidated basis respectively.

4. Operational Highlights

a) Structural Improvement: Eight Step down wholly-owned subsidiaries of the Company amalgamated with Futuristic Media and Entertainment Limited, a wholly-owned subsidiary of the Company, with the appointed date of January 1, 2025.

This amalgamation is expected to result in rationalisation and optimisation of the groups legal entity structure, leading to greater alignment with the businesses by reducing the number of legal entities. This consolidation is expected to provide operational synergies, eliminate inefficiencies and streamline corporate structures and cash flows. The consolidation will lead to better centralised management and oversight, cost efficiencies and support the groups competitive growth.

b) Ease of payments: The Company has introduced two additional online payment service providers to make it easier for the customers to pay Local Cable Operators by scanning a quick-response (QR) code on their TV screen. This initiative improves the payment process while also boosting customer satisfaction.

c) Employees Gratuity Fund: The Company formed an Employees Gratuity Trust this year, a decision that provides significant benefits. By demonstrating a commitment to employees welfare through this well-managed Trust, The Company enhances morale and retention, building a more secure and loyal workforce.

d) Systems Applications and Products in Data Processing (SAP) improvements: The Company has implemented Disaster Recovery (DR) plan within SAP system which is crucial to ensure financial operations continuity. This DR strategy focuses on minimizing downtime, safeguarding financial data and enabling swift restoration of operations in the event of system failures, cyberattacks or natural disasters. Key to this is real-time SAP HANA data replication for data integrity and security. Additionally, an alert mechanism has been established to monitor system performance across various components such as OS memory, CPU usage, DB server file system, application file system, ABAP extended memory, and background job statuses. Furthermore, the Asset Transfer Note process has been implemented to track and manage asset movements across India, enabling real-time accounting of asset movements as they occur.

This improves asset control and ensures accurate financial records.

e) Zero Debt Company: The Company has maintained its status of being a zero debt Company in the current financial year. The Company is poised for long-term growth on the back of a strong balance sheet.

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 to which the financial statement relates and date of this Report.

6. 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 Companys website and can be accessed at: https://dennetworks.com/upload/code conduct/ Dividend%20Distribution%20Policy.pdf

7. 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.

8. 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, 2025, pending utilisation.

9. 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.

10. 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 statements of the subsidiary/ associate companies, as per Section 129(3) of the Act, is attached herewith and marked as “Annexure II” to this Report.

The Audited Financial Statement including the Consolidated Financial Statement of the Company and all other documents required to be attached thereto forms part of this Annual Report and is available on the Companys website and can be accessed at: https:// dennetworks.com/lnvestors#annual-report.

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

The Company has formulated a Policy for determining Material Subsidiaries . The said Policy is available on the Companys website and can be accessed at:https://www. dennetworks.com/upload/code conduct/Policy%20 on%20material%20subsidiary.pdf

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

11. 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.

12. Directors Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2025, 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, 2025 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.

13. Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by the Securities and Exchange Board of India. The Company has also implemented several best governance practices. The Corporate Governance Report as stipulated under 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.

14. Business Responsibility and Sustainability Report

In accordance with the Listing Regulations, the Business Responsibility and Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective is available on the Companys website and can be accessed at: https:// dennetworks.eom/lnvestors#annual-report

15. 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 arms length basis.

(b) contracts/arrangements/ transactions which were material, 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 party 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 annexed herewith and marked as Annexure Ill to this Report.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions is available on the Companys website and can be accessed at: https://dennetworks.eom/upload/eode_eonduet/ Related%20Party%20Transactions%20Policy-DEN. pdf

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

Members may refer to Note 28 of the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS.

16. Corporate Social Responsibility (CSR)

The Corporate Social Responsibility ("CSR") Policy formulated by the CSR Committee and approved by the Board is available on the Companys website and can be accessed at: https://dennetworks.eom/upload/eode eonduet/esr poliey 1.pdf.

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 CSR activities.

The key philosophy of the CSR initiative 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 developments;

• Environmental sustainability; and

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

During the year, the Company has spent ^ 31.00 million (2.02% 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.

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

17. Risk Management

The Company has in place a Risk Management Policy commensurate with the size of the Company, which provides for a robust risk management framework to identify and assess risks such as safety, health and environment, operational, strategic, financial, security, property, regulatory, reputational and other risks and put in place an adequate risk management infrastructure capable of addressing these risks. The Risk Management Committee has been constituted to identify, monitor and report on the potential risks associated with the Companys business and periodically keeps the Board of Directors apprised of such risks and the measures taken by the Company to mitigate such risks.

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 the Annual Report.

18. Internal Finaneial Controls

Internal Financial Controls are an integral part of the 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 Statement.

Assurance 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 reasonabl assurance that the Companys internal financial controls are adequate and operating effectively as intended.

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

19. Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Sameer Manchanda (DIN: 00015459) and Mr. Saurabh Sancheti (DIN: 08349457), Directors of the Company, retire 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 their re-appointment.

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 inter alia, following policies:

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

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

The aforesaid policies are available on the Companys website and can be accessed at https://dennetworks. com/upload/code conduct/Policy-for-Selection-of- Directors-Remuneration-Policy-Policy-on-Board- diversity-and-Performance-evaluation-of-IDs-and- Board.pdf

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 said Policy also provides for the factors in evaluating the suitability of Individual Board Members with diverse background and experience that are relevant for the Companys operations.

The Companys Remuneration Policy for Directors, Key Managerial Personnel and other employees 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.

20. 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 respective Committees.

21. Auditors and Auditors Report

• Statutory Auditors

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

The Board had appointed Mr. Neelesh Kumar Jain, Practicing Company Secretary, Proprioter of NKJ & Associates, (Certificate of Practice No. 5233), to conduct Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report relating thereto is annexed herewith and marked as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaime

In accordance with the provisions of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations, the Board has recommended to the Members of the Company the appointment of Mr. Neelesh Kumar Jain, Practicing Company Secretary, Proprioter of NKJ & Associates, (Certificate of Practice No. 5233), 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 to conduct Secretarial Audit of the Company. He has confirmed his eligibility and qualification required under the Act and the Listing Regulations for holding the office, as the Secretarial Auditor of the Company .

• Cost Auditors

The Board of Directors of the Company had appointed Ajay Kumar Singh & Company, Cost Accountants (Firm Registration No. 000386), as the Cost Auditors of the Company for conducting the audit of the cost records of the Company for the financial year 2024-25 under the Act read with the Companies (Cost Records and Audit) Rules, 2014.

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

22. 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 forming part of this Annual Report.

Committees

The composition of the Committees as on March 31, 2025 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.

During the year under review, 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.

23. Particulars of loans given, investments made, guarantees given and securities provided

The Company has not given any loan or guarantee or provided any security during the year under review. Particulars of investments made are provided in the Standalone Financial Statement. Members may refer to Note 37 to the Standalone Financial Statement.

24. Vigil Mechanism and Whistle-blower Policy

The Company has established a robust Vigil Mechanism and a Whistle-blower Policy in accordance with provisions of the Act and the Listing Regulations. Ethics & Compliance Task Force ("ECTF") comprising senior executives oversees and monitors the implementation of ethical business practices in the Company. ECTF is required to review complaints and incidents on a quarterly basis and report them to the Audit Committee.

Employees and other stakeholders are required to report actual or suspected violations of applicable laws and regulations and the Code of Conduct. Such genuine concerns (termed Reportable Matter) disclosed as per Policy are called "Protected Disclosures" and can be raised by a whistle-blower through an e-mail or dedicated telephone helpline or a letter to the ECTF or to the Chairperson of the Audit Committee.

The Vigil Mechanism and Whistle-blower Policy 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.

25. 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 Complaints Committee 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. There were no cases/complaints filed during the year under review under POSH Act and no such complaint was outstanding as on March 31, 2025.

26. 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, is annexed herewith and marked as Annexure VI to this Report.

27. Annual Return

The Annual Return of the Company as on March 31, 2025 is available on the Companys website and can be accessed at http://dennetworks.com/Investors#annual-report

28. Particulars of Employees and related disclosures

In terms ofthe provisions of Section 197(12) ofthe 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@denonHne.in

29. 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. 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 Companys operations in future.

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

VII. There has been no change in the nature of business of the Company.

VIII. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

IX. There was no instance of one time settlement with any Bank or Financial Institution.

X. There was no amendment in the policies referred in this report.

Acknowledgement

The Board of Directors wish to place 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 their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, depositories, business partners, customers, vendors and members during the year under review.

For and on behalf of the Board of Directors

Sameer Manchanda

Chairman & Non-Executive Director

DIN: 00015459

Date: April 23, 2025