Dish TV India Director Discussions


To the Members,

Your Directors are pleased to present the 35th (Thirty fifth) Annual Report of your Company providing an overview of the business and operations of the Company together with Annual Audited Standalone and Consolidated Financial Statements and Auditors Report thereon for the Financial Year (FY) ended March 31, 2023, prepared as per Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013 (Act).

1. FINANCIAL RESULTS

The financial performance of your Company for the FY ended March 31, 2023, is summarized below:

Particulars

Standalone-Year Ended

Consolidated-Year Ended

March 31,2023 March 31,2022 March 31, 2023 March 31,2022
Sales & Services 110,973 138,370 226,185 280,249
Other Income 14,654 13,033 3,320 2,392
Total Income 125,627 151,403 229,505 282,641
Total Expenses 123,388 128,447 247,556 255,372
Profit/(Loss) before Tax & Exceptional Item 2,239 22,956 (18,051) 27,269
Exceptional Item 220,629 277,190 190,761 265,388
Profit/(Loss) before Tax (218,390) (254,234) (208,812) (238,119)
Profit / (loss) from continuing operations before tax (218,390) (254,234) (208,812) (238,119)
-Current Tax - - - 2,912
-Deferred tax-continued operations (15,427) (11,992) (40,458) (54,308)
Profit / (loss) from continuing operations after tax (202,963) (242,242) (168,354) (186,723)
Profit/(Loss) after Tax (202,963) (242,242) (168,354) (186,723)
Profit/(Loss) for the Year (202,963) (242,242) (168,354) (186,723)
Add: Balance brought forward (570,747) (328,469) (571,290) (388,174)
Adjustment for Non-controlling interest - - - 3,587
Add: Restatement of opening reserve - - 5,729 -
Add: Re-measurement of post-employment benefits (56) (36) (87) 20
Amount available for appropriations (773,766) (570,747) (734,002) (571,290)
Balance Carried Forward (773,766) (570,747) (734,002) (571,290)

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

Based on internal financial control framework and compliance systems established in the Company and verified by the auditors and reviews performed by the management and/or the Audit Committee of the Board, your Board is of the opinion that Companys internal financial controls were adequate and effective, during the financial year 2022-23.

The shareholders are aware that the resolution with respect to adoption of Annual Audited Financial Statements of the Company on a standalone and consolidated basis, for the financial year ended March 31, 2022 and March 31, 2021, including the Balance Sheet, the Statement of Profit & Loss and Cash Flow Statement for both the financial year ended on that date and the Reports of the Board of Directors and Auditors thereon were not adopted by the Shareholders of the Company with requisite majority.

The Board of Directors of the Company, in addition to the agenda items in relation to Financial Year 2022-23, have also proposed to present the Annual Audited Financial Statements of the Company on a standalone and consolidated basis, for the Financial Year 2021-22 & Financial Year 2020-21, without any modification, for consideration and adoption by the Shareholders at the 35th Annual General Meeting of the Company, schedule to be held on Monday, September 25, 2023, at 1730 Hrs.

2. DIVIDEND

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

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

3. BUSINESS OVERVIEW

Dish TV, the first direct-to-home entertainment provider in India, has contributed to digitizing the countrys entertainment industry. The Company has played a pivotal role in bringing the finest in-home television viewing through the most advanced digital technology. Dish TV has consistently worked to advance television viewing by incorporating futuristic features that provide consumers with easy access to a broad variety of linear and digital content. All four of its brands, namely DishTV, d2h, Watcho OTT app, and Zing Super, enjoy significant brand equity among consumers at their respective price points.

During FY 2022-23, Dish TV introduced the OTT aggregation service through its Watcho OTT app, by offering multiple OTT services into a single window. The service provides most of the relevant OTT services, spread across all the genres including the regional OTT services. To access content from the aforementioned platforms, only a single subscription is required. Watcho App has registered significant growth in the number of downloads, growing from 4 million in April 2020 to 70 million in March 2023. This success is a result of the Companys determination to create original content and communicate with the youth of India. Several original series of varying genres were published throughout the year. In order to reach a broader audience, the platform was also made available in Hindi and Telegu. The emphasis going forward will be on incorporating additional languages. The Company believes that Watcho establishes a crucial link between the Company and youth. Together with Watcho, the Companys over-the-top (OTT) platform, Dish TV has gained dominance in the domestic media and entertainment market, driven by its excellent pan-India distribution system. With a focus on the customer at the center of its operations, the Company endeavours to provide superior quality at competitive prices.

The Company launched a Freemium conditional access system for accessing pay TV channels on the Zing Super Box (2-in-1 box), which was designed with the consumer in mind. The Company rationalised and reduced the pricing points to fit customers monthly budgets. Additionally, the Company introduced several new channels and value-added services on the Dish platform.

To better serve its consumers, Dish TV has been investing in data management and analytics for both DTH and Digital platforms, allowing for a greater comprehension of consumption and behavioral data. Even though the previous fiscal year

presented a number of challenges, the Company was able to maintain its business trajectory and reach more viewers than in the previous year. The company was able to increase new DTH subscribers by 3.4% over the course of the year but remained vulnerable to changing viewing patterns, which continued to influence its subscribers recharging behavior. Due to volatile viewing habits and cautious spending in the face of inflationary pressure, subscription revenues declined by 29.3% during the year. Revenue from operations reached 28,618 million. As a result of the decline in revenue, the EBITDA margin decreased to 40.4% as compared to 58.7% during the previous fiscal year. The Company remained committed to deleveraging its balance sheet for the fourth consecutive year and paid off 3,031 million during the year, bringing its total debt to 725 million at the end of the period under consideration. This resulted in substantial savings in financial expenses, which decreased by 14.4%. Loss before exceptional items and taxes stood at 1,805 million as compared to 2,727 million in FY 2021-22. Significant expenses for exceptional items led to total losses of 19,076 million. The companys solid financial position enables it to invest in technology and become future-ready. With the governments emphasis on rail and road infrastructure, the development of 4G and 5G stacks, the drive for housing for all, and efforts to improve rural income, the rural populations demand for DTH services is destined to rise. The Company is well-equipped to capitalize on this emergent opportunity by leveraging its industry-leading position.

DIRECT TO HOME (‘DTH) LICENSE

Your Company was issued Direct to Home (DTH) License by the Ministry of Information and Broadcasting, Government of India (MIB) in the year 2003, which License was valid for a period of 10 years, i.e. upto September 2013. Subsequently, MIB has been periodically granting interim extensions of the said License.

The MIB vide Order dated December 30, 2020, issued amended Guidelines for DTH sector. The amended guidelines, inter-alia provide for a term of 20 years for the DTH License and the license fee revised to 8% of Adjusted Gross Revenue (AGR), which is to be calculated by deduction of GST from the Gross Revenue. The terms of the amended guidelines have come into effect from April 1,2021. In accordance with the amended guidelines, the Company had applied for issue of License and the MIB has granted provisional License with effect from April 1, 2021, vide its letter dated March 31, 2021, on the terms and conditions as mentioned therein.

DTH License Fee

The Ministry of Information and Broadcasting (MIB) had issued a demand notice in the year 2014 for the License Fee pertaining from the date of issuance of DTH License till Financial Year 2012-13. The said Demand Notice was challenged by the Company before the Honble Telecom Dispute Settlement Appellate Tribunal (TDSAT) and the said demand has been stayed by the Honble TDSAT, which stay continues to be in force.

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

Subsequently, the MIB, vide its communication dated December 24, 2020, had raised a claim on the Company to pay the license fee for the period from the date of issuance of DTH License till FY-2018-19. However, the MIB in its said letter, also mentioned that the amount is further subject to verification and audit and the outcome of various court cases pending before the Honble TDSAT, the Honble High Court of Jammu and Kashmir at Jammu and the Honble Supreme Court of India, in the matter of DTH License fee. Company has suitably replied to the said Notice vide its reply dated January 06, 2021.

Similar notices were also issued by the Ministry vide its communications dated October 26, 2022, and March 31,2023. Under the communication dated March 31, 2023, an amount of Rs. 5,652.28 Crore was claimed by the MIB for the period from the

date of issuance of DTH License till FY-2021-22 (including interest thereon as on March 31, 2023). The communication has been adequately replied by the Company stating that the said issue in relation to the License fee is pending adjudication before the Honble High Court of Jammu and Kashmir at Jammu and the Honble Supreme Court of India. The DTH License fee matter has already been through several rounds of litigation, the final outcomes of which are yet to be argued and concluded.

SUBSIDIARIES AND ASSOCIATE COMPANIES

As on March 31, 2023, your Company has 1 (One) Wholly Owned Subsidiary viz. Dish Infra Services Private Limited and 1 (One) Subsidiary Company viz. C&S Medianet Private Limited. There has been no change in the nature of business of the subsidiaries.

Subsidiaries in India:

I. Dish Infra Services Private Limited

Dish Infra Services Private Limited, the Wholly Owned Subsidiary of Dish TV India Limited, is inter-alia engaged into provision of services pertaining to infra support services to the subscribers for facilitating the DTH services including the instruments which are required for receiving DTH signals such as set top boxes (STB), dish antenna, Low Noise Boxes (LNB) and other customer related services including call centre services and repairs.

In compliance with the provision(s) of Regulation 24 of the Listing Regulations, Dr. (Mrs.) Rashmi Aggarwal acts as an Independent Director on the Board of Dish Infra Services Private Limited (material unlisted subsidiary).

II. C&S Medianet Private Limited

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

Subsidiary in Sri Lanka:

Your Company, upon the approval of Board of Directors, had incorporated a Joint Venture (JV) Company with Satnet (Private) Limited, under the Laws of Sri Lanka, in the name and style of Dish T V Lanka (Private) Limited for providing Direct to Home Services in Sri Lanka, on April 25, 2012, with a paid-up share capital of one (1) million Sri Lankan Rupees. Your Company held 70% of the paid-up share capital and Satnet (Private) Limited held 30% of the paid-up share Capital in Dish T V Lanka (Private) Limited. Owing to adverse market condition, unfavourable taxation regime, high competition and a very small market size, the operations of Dish T V Lanka (Private) Limited were not in line with the desired projections and accordingly the operations of the Company were suspended.

The Board at its meeting held on January 29, 2021, approved the divestment of Companys entire equity investment in Dish T V Lanka (Private) Limited and write off of receivables. Further, in terms of the approval granted by the Board of Directors of the Company and approval received from Reserve Bank of India in this regard, the entire stake of the Company aggregating to 70,000 equity shares of Sri Lankan Rupees 10/- each aggregating to Sri Lankan Rupees 700,000/- held in Dish T V Lanka (Private) Limited (Company Registration No. PV 85639), were transferred to Union Network International Pvt Ltd (PV 203126) having its office at 20 Nelson Place, Colombo 6, Sri Lanka in the Financial Year 2022-23. Accordingly, as on March 31, 2023, Dish T V Lanka (Private) Limited ceased to be a Subsidiary of the Company.

Besides the above, there are no other subsidiaries, joint ventures, or associates of the Company.

Audited Accounts of Subsidiary Companies:

Your Company has prepared the Audited Consolidated Financial Statements in accordance with Section 129(3) of the Act read with the applicable Indian Accounting Standards and Listing Regulations. As required under the Indian Accounting Standards, issued by the Institute of Chartered Accountants of India ( IC AI) and applicable provisions of the Listing Regulations, the Audited Consolidated Financial Statements of the Company reflecting the Consolidation of the Accounts of its subsidiaries are included in this Annual Report. Further, a statement containing the salient features of the financial statements of subsidiaries pursuant to sub-section 3 of Section 129 of the Companies Act, 2013 (the Act) in the prescribed form AOC-1 is appended to this Board Report.

In accordance with Section 136 of the Act, the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of the subsidiaries are available on the website of the Company viz. www.dishd2h.com. Your Company has a policy for determining Material Subsidiaries in terms of the applicable regulations. As on March 31, 2023, the Company has only one Material Subsidiary viz. Dish Infra Services Private Limited. The Policy for determining Material Subsidiaries is available on the Companys website viz. www.dishd2h.com.

In accordance with Section 136 of the Act, the Annual Audited Financial Statements including the Consolidated Financial Statements and related information of the Company and Annual Audited Accounts of the Subsidiaries are available on the investor section on the website of the Company viz. www.dishd2h.com.

4. CAPITAL STRUCTURE

During the year under review, there was no change in the Share Capital of the Company. Accordingly, as of March 31,2023, the Capital Structure of the Company stand as follows:

• The Authorised Share Capital of the Company is 6,500,000,000/- (Rupees Six hundred and Fifty Crore Only) divided into 6,500,000,000 (Six hundred and Fifty Crore) Equity shares of 1/- (Rupee One Only) each.

• The Issued Equity Share Capital of the Company comprises of 1,923,785,637 (One Hundred Ninety Two Crores Thirty Seven Lakhs Eighty Five Thousand Six Hundred and Thirty Seven) equity shares comprising of 1,923,785,637 fully paid up equity shares of 1/- (Rupee one) each.

• The Paid-up Equity Share Capital of the Company is 1,841,256,154/- (Rupees One Hundred Eighty Four Crore Twelve Lakh Fifty Six Thousand One Hundred and Fifty Four) comprising of 1,841,256,154 fully paid up equity shares of 1/- (Rupee one) each.

Listing of Companys Securities

Your Companys fully paid-up equity shares continue to be listed and traded on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). Both Stock Exchanges have nationwide trading terminals and hence facilitate the shareholders/ investors of the Company in trading the shares. The Company has paid the annual listing fee for the financial year 2023-24 to the said Stock Exchanges.

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

Depositories

Your Company has arrangements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), the Depositories, for facilitating the members to trade in the fully paid-up equity shares of the Company in Dematerialized form. The Annual Custody fees for the financial year 2023-24 have been paid to both the Depositories.

5. EMPLOYEE STOCK OPTION SCHEME

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

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

Applicable disclosures relating to Employees Stock Options as at March 31,2023, in terms of extant regulations, are annexed to this report and is also available on the website of the Company viz. www.dishd2h.com. The ESOP Schemes of the Company are in compliance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

A Certificate has been received from Jayant Gupta and Associates, Practicing Company Secretary certifying that the Companys Employee Stock Option Scheme has been implemented in accordance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the shareholders.

6. GLOBAL DEPOSITORY RECEIPT

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

In terms of the said Scheme, the Board at its meeting held on March 26, 2018, approved the issuance of 277,095,615 (Twenty Seven Crore Seventy Lakh Ninety Five Thousand Six hundred and Fifteen) Global Depositary Receipts (the GDRs) to the holders of ADSs of Videocon D2h Limited (each GDR representing one equity share of the Company, exchanged at a rate of approximately 8.07331699), new GDRs for every one Videocon D2h Limited ADS (rounded off up to eight decimal places). The underlying equity shares against each of the GDRs were issued in the name of the Depository viz. Deutsche Bank Trust Company Americas.

Out of the total 277,095,615 (Twenty Seven Crore Seventy Lakh Ninety Five Thousand Six hundred and Fifteen) GDRs issued by the Company upon completion of merger, the Investors have cancelled 166,454,364 (Sixteen Crore Sixty Four Lakh Fifty Four Thousand Three Hundred and Sixty Four) GDRs till the end of the Financial Year under review, in exchange for underlying

equity shares of the Company. Accordingly, as on March 31, 2023, the outstanding GDRs of the Company are 110,641,251 (Eleven crore Six Lakh Forty One Thousand Two Hundred and Fifty One) GDR.

7. REGISTERED OFFICE

During the year, the Registered Office of the Company has been shifted from 3/B, 3rd Floor, Goldline Business Centre, Link Road, Malad West, Mumbai 400 064, Maharashtra to Office No. 803, 8th Floor, DLH Park, S.V. Road, Goregaon(west), Mumbai 400 062, Maharashtra, with effect from September 28, 2022.

8. REGISTRAR & SHARE TRANSFER AGENT

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

9. CORPORATE GOVERNANCE AND POLICIES

The Companys principles of Corporate Governance are based on transparency, accountability and focus on the sustainable long-term growth of the Company. Responsible corporate conduct is integral to the way we do our business. Our actions are governed by our values and principles, which are reinforced at all levels within the Company. Our understanding to effective Corporate Governance practices constitutes the strong foundation on which successful commercial enterprises are built to last.

In order to maximize shareholder value on a sustained basis, your Company constantly assesses and benchmarks itself with well-established Corporate Governance practices. In terms of the requirement of Regulation 34 read with Schedule V of the Listing Regulations, a detailed report on Corporate Governance along with Compliance Certificate issued by Jayant Gupta and Associates, Practising Company Secretary is attached and forms an integral part of this Annual Report. Management Discussion and Analysis Report and Business Responsibility and Sustainability Report (BRSR) as per Listing Regulations are presented in separate sections forming part of this Annual Report.

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

In compliance with the requirements of Section 178 of the Act, the Nomination and Remuneration Committee (NRC) of your Board has fixed the criteria for nominating a person on the Board which inter alia include desired size and composition of the Board, age limits, qualification / experience, balance of skills, knowledge & experience and independence of individual.

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

and other Designated Persons, as identified in the Code, who may have access to unpublished price sensitive information of the Company. The codes are available on Companys website Wz.www.dishd2h.com

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

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

10. DIRECTORS & KEY MANAGERIAL PERSONNEL

Your Companys board comprises of Directors representing a blend of professionalism, knowledge and experience which ensures that the Board independently perform its governance and management functions.

As on March 31,2023, your Board comprised of three (3) Independent Directors (including two Independent Women Director). Pursuant to the provisions of Up-linking Guidelines of the Ministry of Information & Broadcasting (MIB), the Company is required to obtain prior permission of the MIB to affect any change in the Board of Directors and / or Chief Executive Officer.

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

1. The Nomination and Remuneration Committee and the Board at their respective meetings held on March 25, 2022, reappointed Mr. Jawahar Lal Goel as the Managing Director of the Company for the period from April 1, 2022, to March 31, 2025, and re-appointed Mr. Anil Kumar Dua as the Whole Time Director of the Company for the period from March 26, 2022, to March 25, 2025, both being subject to approval of the Shareholders.

2. Upon receipt of the prior permission from MIB on May 13, 2022, the Nomination and Remuneration Committee and the Board at their respective meetings held on May 25, 2022, appointed of Mr. Rajagopal Chakravarthi Venkateish as an Independent Director (Additional) for a period of 5 years with effect from May 25, 2022, subject to the approval of the Shareholders.

3. Basis on the votes cast by the shareholders at the Extra Ordinary General Meeting held on June 24, 2022, Mr. Rajagopal Chakravarthi Venkateish vacated the office of Independent Director, Mr. Anil Kumar Dua vacated the office of Whole Time Director and Mr. Jawahar Lal Goel vacated the office of Managing Director of the Company.

4. Upon receipt of prior permission from MIB on July 18, 2022, the Nomination and Remuneration Committee and the Board at their respective meetings held on July 29, 2022, appointed Mr. Rakesh Mohan as an Independent Director (Additional) of the Company for a period of 5 years with effect from July 29, 2022, subject to the approval of the Shareholders.

5. Mr. Jawahar Lal Goel, Chairman and Non-Executive Director, resigned from the said position from the close of business hours of September 19, 2022.

6. Basis on the votes cast by the shareholders at the 34th Annual General Meeting held on September 26, 2022, Mr. Rakesh Mohan vacated the office of Independent Director. Further, at the said Annual General Meeting, Mr. Bhagwan Das Narang ceased to be the Independent Director of the Company, upon completion of his second term.

7. The Board at its Meeting held on September 28, 2022, appointed Mr. Rajeev Kumar Dalmia, the Chief Financial Officer, as Whole Time Director of the Company, for the period from September 28, 2022, to September 27, 2024, subject to the shareholders approval.

8. The Board at its Meeting held on December 6, 2022, appointed Mr. Sunil Kumar Gupta, Mr. Madan Mohanlal Verma and Mr. Gaurav Gupta, as Independent Directors, for the period from December 6, 2022 to December 5, 2027, subject to the shareholders approval.

9. Mr. Rajeev Kumar Dalmia resigned as a Whole Time Director, from the close of business hours of December 6, 2022.

10. The Nomination and Remuneration Committee and the Board at their respective meetings held on December 29, 2022, appointed Mr. Lalit Behari Singhal as Independent Director of the Company for the period from December 29, 2022, to December 28, 2027, subject to approval of the Shareholders.

11. Basis on the votes cast by the shareholders at the Extra Ordinary General Meeting held on March 3, 2023, Mr. Sunil Kumar Gupta, Mr. Gaurav Gupta, Mr. Madan Mohanlal Verma and Mr. Lalit Behari Singhal, vacated the office of Independent Directors.

12. The Board at its meeting held on March 10, 2023, appointed Ms. Zohra Chatterji as Independent Director of the Company for the period from March 10, 2023, to March 9, 2028, subject to approval of the Shareholders.

13. Ms. Zohra Chatterji, resigned as an Independent Director, from the close of business hours of June 2, 2023.

14. The Board at its meeting held on June 26, 2023, approved the appointment of Mr. Veerender Gupta as Whole Time Director of the Company for the period from June 26, 2023, to June 25, 2026, subject to approval of the Shareholders.

Subsequent to the closure of financial year, the following were the changes in the Key Managerial Personnel Company:

1. Mr. Anil Kumar Dua, Chief Executive Officer of the Company, vide his letter dated May 23, 2023, tendered his resignation from the position of Chief Executive Officer of the Company with effect from the close of business hours of August 22, 2023.

2. Upon receipt of approval of MIB dated August 3, 2023, the Board appointed Mr. Manoj Dobhal, as Chief Executive Officer of the Company, in the category of Key Managerial Personnel, with effect from August 23, 2023.

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

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

The existing second term of Dr. (Mrs.) Rashmi Aggarwal as an Independent Director is upto the date of the ensuing Annual General Meeting of the Company in terms of applicable regulatory provisions.

As required under Regulation 36(3) of the SEBI Listing Regulations, particulars of Director seeking appointment at this AGM are given in the Annexure to the AGM Notice.

As on March 31, 2023, Mr. Anil Kumar Dua, Chief Executive Officer, Mr. Rajeev Kumar Dalmia, Chief Financial Officer and Mr. Ranjit Singh, Company Secretary and Compliance Officer of the Company, were the Key Managerial Personnels of the Company.

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

Chairman

In absence of a regular Chairman of the Board, the Board at its respective meeting appoints a Board member as the Chairman / Chairperson, for the said meeting.

Board Diversity

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

Board Meetings

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

The Board met Twenty (20) times during the FY 2022- 23, the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between any two (2) meetings was within the period prescribed by the Act and Listing Regulations.

Declaration by Directors/Independent Directors

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

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

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

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

Separate Meeting of the Independent Directors

In accordance with the provisions of Schedule IV to the Act and Regulation 25(3) of the Listing Regulations, during the FY 202223, separate meetings of the Independent Directors of the Company were held on March 30, 2023, without the attendance of members of the Management. The Independent Directors reviewed the performance of Directors and the Board as a whole, and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board, that is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

In line with the Corporate Governance Guidelines of your Company and in accordance with the criteria laid down by the Nomination and Remuneration Committee, a formal evaluation of the performance of the Board, its Committees and the Individual Directors was carried out during the Financial Year 2022-23. The Board evaluation framework has been designed in compliance with the requirements specified under the Act, the Listing Regulations, and in accordance with the Guidance Note on Board Evaluation issued by SEBI. The evaluation process was carried out based on an assessment sheet structured in line with the guidance note issued by ICSI, and SEBI, in this regard.

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

Policy on Directors appointment and remuneration

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

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

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

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

Familiarisation Programme for Independent Directors

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

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

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

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

Committees of the Board

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

As on March 31, 2023, the Audit Committee of the Board comprises of Mr. Shankar Aggarwal, an Independent Director as Chairman of the Committee, Dr. (Mrs.) Rashmi Aggarwal (Independent Director) and Ms. Zohra Chatterji (Independent Director), as its members.

During the year under review, the Board re-constituted the Audit Committee at three occasions, all on account of change in the Board members.

As on the date of this report, the Audit Committee comprises of Mr. Shankar Aggarwal, an Independent Director as the Chairman of the committee and Dr. (Mrs.) Rashmi Aggarwal (Independent Director) and Mr. Veerender Gupta (Executive Director), as its members.

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

Vigil Mechanism/Whistle Blower Policy

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

Directors and Officers (D&O) Liability Insurance

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

Cost Records

Your Company is required to maintain the Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Act read with applicable notifications thereto. Your board at its meeting held on May 30, 2022, had reappointed Chandra Wadhwa & Co., (Firm Registration No. 000239), Cost Accountants, to carry out Audit of Cost Records of the Company for the Financial Year 2022-23. The Cost Auditors have issued their unqualified report for the Financial Year 2022-23, which has been taken on record by the Audit Committee / Board of the Company at its meeting held on August 31, 2023.

11. CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirements of Section 135 of the Act, your Company has a duly constituted Corporate Social Responsibility (CSR) Committee. As at March 31, 2023, the CSR Committee of Board consists of Mr. Shankar Aggarwal (Independent Director) as its Chairman, Dr. (Mrs.) Rashmi Aggarwal (Independent Director) and Ms. Zohra Chatterji (Independent Director), as its members. The Committee has formulated and recommended to the Board, a CSR policy indicating the activity or activities to be undertaken by the Company as per applicable provisions of Section 135 read with Schedule VII of the Act and rules made thereto, which policy has been duly approved by the Board. During the period under review, there was no meeting of CSR committee held, as the Company was not required to spend on CSR activities during the Financial Year 2022-23 and there were no Ongoing CSR projects of the Company.

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

12. AUDITORS Statutory Auditors

At the 29th (Twenty Ninth) Annual General Meeting of the Company held on September 28, 2017, upon the recommendation of the Audit Committee and the Board, Walker Chandiok & Co LLP, Chartered Accountants, New Delhi, the retiring Auditors, were re-appointed as the Statutory Auditors of the Company for a second term of Five (5) years i.e. to hold office from the conclusion of the 29th (Twenty Ninth) Annual General Meeting till the conclusion of the 34th (Thirty Fourth) Annual General Meeting of the Company to be held in the calendar year 2022.

The Board of Directors at their meeting held on August 30, 2022 on the recommendation of the Audit Committee, considered and approved the appointment of S.N. Dhawan & Co LLP, Chartered Accountants (Firm Registration Number: 000050N / N500045) as the Statutory Auditors of the Company, to hold office from the conclusion of the 34th (Thirty Fourth) Annual General Meeting until the conclusion of the 39th (Thirty Ninth) Annual General Meeting of the Company to be held in year 2027. The said appointment is subject to approval of the shareholders.

Basis the votes cast at the 34th Annual General Meeting held on September 26, 2022, on account of non-approval of appointment of

S.N. Dhawan & Co. LLP, Chartered Accountant as statutory Auditor of the Company, in terms of section 139(10) of the Companies Act, 2013, Walker Chandiok & Co LLP, the retiring Auditor, continued as Statutory Auditor till the ensuing Annual General Meeting.

There are no qualifications, reservations or adverse remarks made by Walker Chandiok & Co. LLP, Chartered Accountants, Statutory Auditors, in their report for the financial year ended March 31, 2023.

The Board of Directors at their meeting held on August 31, 2023 on the recommendation of the Audit Committee, considered and approved the appointment of S.N. Dhawan & Co. LLP, Chartered Accountants (Firm Registration No. 000050N / N500045) as the Statutory Auditors of the Company, to hold office from the conclusion of the 35th (Thirty Fifth) Annual General Meeting until the conclusion of the 40th (Fortieth) Annual General Meeting of the Company to be held in year 2028. The said appointment is subject to approval of the shareholders. S.N. Dhawan & Co. LLP, Chartered Accountants, have given their consent for the proposed appointment as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting of the Company. They have further confirmed that the said appointment, if made, would be within the prescribed limits under Section 141 (3)(g) of the Companies act, 2013 and that hold a valid peer review certificate and are not disqualified for appointment as the Statutory Auditors of the Company.

Secretarial Auditor

During the year, the Board had re-appointed Mr. Jayant Gupta, Practicing Company Secretary, (holding ICSI Certificate of Practice No. 9738), proprietor of Jayant Gupta & Associates, Practising Company Secretary as the Secretarial Auditor of the Company for conducting the Secretarial Audit for the FY 2022-23 in accordance with Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 made thereunder. Copy of the Secretarial Audit report (MR-3) of the Company for the Financial Year 2022-23 is annexed to this report.

Dish Infra Services Private Limited, the unlisted material subsidiary of your company, had appointed Ms. Anjali Yadav, Practicing Company Secretary, (holding ICSI Certificate of Practice No. 7257), proprietor of Anjali Yadav & Associates, Company Secretaries, as its Secretarial Auditor to conduct the Secretarial Audit for the FY 2022-23. The said Audit has been conducted in accordance with Section 204 of the Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 made thereunder and in compliance to Regulation 24A of the Listing Regulations. Copy of the Secretarial Audit report (MR-3) of Dish Infra Services Private Limited for the Financial Year 2022-23 is annexed to this report.

Additionally, in compliance with the requirements of Regulation 24A of Listing Regulations, the Annual Secretarial Compliance Report issued by Mr. Jayant Gupta, Practicing Company Secretary (holding ICSI Certificate of Practice No. 9738) has been submitted to the Stock Exchanges within the prescribed timelines. The remarks provided in the report are self-explanatory. The reports of Statutory Auditor and Secretarial Auditor forms part of this Annual report.

Secretarial Auditors observation(s) in Secretarial Audit Report and Directors explanation thereto:

1. During the audit period, the number of Directors on the Board were less than the minimum number of directors required on the Board as per Regulation 17(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBILODR") except for the periods May 25, 2022 to June 24, 2022 and December 29, 2022 to March 3, 2023, when there were six Directors on the Board. As per the SEBI LODR, the Board of Directors of the Listed Entity shall be comprised of not less than six directors. Accordingly, the composition of the Board of Directors was not as per Regulation 17 of SEBI LODR throughout the audit period (except for the periods mentioned herein above) till the end of the audit period. The composition of the Board was not being complied with due to non-approval of the resolutions for the appointment/re-appointment of Directors by the shareholders of the Company and requirement of having prior approval of the Ministry of Information and Broadcasting before appointing any Director on the Board of the Company, in terms of the Uplinking Guidelines.

2. During the audit period, there were only two directors on the Board on September 27, 2022 and again from March 4, 2023 to March 9, 2023, in default of Section 149(1)(a) of the Companies Act, 2013. The said section required that every company shall have a Board of Directors of a public company to be consisting of minimum number of three directors. However, at the Board meetings held during the said periods, the Directors only took decisions for induction of new Directors on the Board.

3. During the audit period, the Board Meetings held on September 28, 2022 and March 10, 2023 were attended by only two directors each, which was default of Regulation 17(2A) of the SEBI LODR. As per the said regulation, the quorum for every

meeting of the board of directors of top 2000 listed entities with effect from April 1, 2020 is one-third of its total strength or three directors, whichever is higher, including at least one independent director.

4. During the audit period, for the periods September 27, 2022 to December 5, 2022, and from March 4, 2023 to March 9, 2023, the Nomination and Remuneration Committee of the Board of Directors consisted of only two members instead of minimum three members required under Section 178 of the Companies Act, 2013 as well as the Regulation 19 of the SEBILODR. The functions of the Committee were discharged by the Board during this period in default of the applicable provisions.

5. During the audit period, Consequent to the reduction of strength in total number of Board Members below the minimum required under Section 149 of the Act and /or Regulation 17 of SEBI LODR, the compositions of the committees as required to be maintained under Regulations 18 to 21 of the SEBI LODR were not as per the respective regulations from time to time, till new directors were inducted on the Board and the Committees were reconstituted.

6. During the audit period, M/s Walker Chandiok & Co. LLP, Chartered Accountants, New Delhi, the retiring auditors whose second term as the Statutory Auditors of the Company expired at the conclusion of the 34th Annual General Meeting of the Company held on September 26, 2022, continued as auditors of the Company till the next AGM in terms of Section 139(10) of the Companies Act, 2013, as the appointment of M/s S N Dhawan & Co. LLP, Chartered Accountants as statutory auditor in place of the retiring auditors was not approved by the shareholders of the Company at the Annual General Meeting of the Company held on September 26, 2022.

7. The Financial Statements for the Financial Years 2020-21 and2021-22, the Auditors Reports, Board Reports and their annexures thereon have not been adopted by the shareholders of the Company at the AGMs held on December 30, 2021 and September 26, 2022 respectively. The Company has filed the provisional financial statements and other documents with the Registrar of Companies for the years 2020-21 and 2021-22, in compliance with applicable provisions.

Response

The non-compliance in respect of composition of the Board of Directors or Board Committees or non-compliance in respect of quorum requirements, primarily arose on account of non-approval of the appointment/reappointment of Directors by the Shareholders of Company from time to time. In addition, the Company was also bound by the Ministry of Information and Broadcasting (MIB) Uplinking Guidelines which prescribed for prior approval of the MIB before appointment of any Director on the Board. The Board/Nomination and Remuneration Committee in its capacity has always taken requisite and timely steps to ensure compliance with respect to the minimum number of Directors required on the Board / Committees of the Company.

As mentioned above, the Company is governed by the applicable regulations of the Ministry of Information and Broadcasting (MIB), which is the sectoral regulator of the Company. In terms of the Uplinking Guidelines, the Company is required to seek prior approval of the MIB before appointing any individual on the Board of the Company.

The Board and the management have always made conscious efforts to comply with all the applicable laws and regulations, including Listing Regulations, Companies Act and the Up-linking Guidelines of MIB. It is stated that the non-compliance of certain provisions of Listing Regulations and Companies Act, 2013, which occurred during the period under review occurred due to circumstances which were beyond the control of the Company. It is also mentioned that the Stock Exchanges viz. National Stock Exchange of India Limited and BSE Limited, imposed penalty on the Company on account of the above referred non-compliances. While the Company has paid the penalty in the prescribed timelines, since the said non-compliances were beyond the control of the Company, Board and the Management, necessary applications were also filed by the Company for waiver of the said penalties with Stock Exchanges. The details of the above referred non-compliances and steps taken by the Company to remedial the same are also mentioned in the Corporate Governance report.

In respect of appointment of Statutory Auditors of the Company, it is stated that upon the recommendation of Audit Committee, the Board recommended the appointment of S. N. Dhawan & Co LLP, Chartered Accountants (Firm Registration Number:

000050N / N500045) as statutory Auditor of the Company from a first term of Five (5) years i.e., to hold the office from conclusion of 34th AGM till the conclusion of 39th AGM. Basis the Votes cast at the 34th AGM held on September 26, 2022, on account of non-approval of the appointment of S. N. Dhawan & Co LLP, Chartered Accountants as Statutory Auditors of the Company, in terms of the Section 139(10) of the Companies Act, 2013, Walker Chandiok & Co LLP (Firm Registration No. 001076N/N-500013), continued to be the Statutory Auditors of the Company upto the 35th AGM.

As regard the non-adoption of the Annual Audited Financial Statements of the Company for the financial year 2020-21, in terms of applicable provisions, the said Financial Statements were placed before the shareholders at the Annual General Meeting held on December 30, 2021 (33rd AGM) wherein the same was not adopted by the shareholders with requisite majority. Further, the Annual Audited Financial Statements of the Company for the Financial Year 2020-21 were again placed before the shareholders at Annual General Meeting held on September 26, 2022 (34th AGM) along with the Annual Audited Financial Statements of the Company for the Financial Year 2021-22, wherein the said Financial Statements for the financial year 2020-21 and 2021-22 were not adopted by the shareholders with requisite majority.

At the Adjourned 34th Annual General Meeting held on December 29, 2022, Annual Audited Financial Statements of the Company for the financial year 2020-21 and 2021-22 were again placed before the shareholders and the same were not adopted by the shareholders with requisite majority.

In compliance with the applicable regulatory provisions, the Company has filed the financial statements for the financial year ending March 31, 2021, and March 31, 2022, as being provisional financial statements, with the Registrar of Companies on March 23, 2022, and November 2, 2022, respectively. The Annual Audited Financial Statements of the Company for the Financial Year 2020-21 and 2021-22 along with reports thereon shall be again placed for consideration and adoption by the Shareholders at the ensuing Annual General Meeting of the Company, along with the Audited Financial Statements of the Company for the Financial Year 2022-23 along with reports thereon.

Cost Auditor

In compliance with the requirements of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, Chandra Wadhwa & Co., (Firm Registration No. 000239), Cost Accountants, were appointed to carry out Audit of Cost Records of the Company for the FY 2022-23. The Cost Auditors have issued their unqualified report for the financial year 2022- 23, which has been taken on record by the Audit Committee and the Board of the Company at their Meeting held on August 31, 2023.

The Board of your Company on the basis of the recommendation of the Audit Committee, at its meeting held on May 12, 2023, had approved the re-appointment of Chandra Wadhwa & Co., (Firm Registration No. 000239), Cost Accountants, as the Cost Auditors for the Financial Year 2023-24.

Requisite proposal seeking ratification of remuneration payable to the Cost Auditor for the FY 2023-24 by the Members as per Section 148 read with Rule 14 of Companies (Audit and Auditors) Rules, 2014, forms part of the Notice of ensuing Annual General Meeting.

Internal Auditor

Protiviti Advisory India Member LLP were the Internal Auditor of the Company for the FY 2022-23. For each of the financial year, an audit plan is rolled out with approval by the Companys Audit Committee. The said plan is devised in consultation with the Statutory Auditor. The plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. Based on the reports of internal audit, process owners undertake corrective action in their respective areas. Audit observations and corrective actions are periodically presented to the audit committee of the Board.

The Audit Committee at its meeting held on May 12, 2023, recommended to the Board the re-appointment of Protiviti Advisory

India Member LLP as the Internal Auditor of the Company for the FY 2023-24. Basis the recommendation of the Audit

Committee, the Board, at its meeting held on May 12, 2023, has re-appointed Protiviti Advisory India Member LLP as the

Internal Auditor of the Company for the FY 2023-24.

Reporting of frauds by Auditors

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers

or Employees to the Audit Committee under Section 143(12) of the Act.

13. DISCLOSURES:

i. Particulars of Loans, guarantees and investments: Particulars of Loans, guarantees and investments made by the Company required under Section 186(4) of the Act and the Listing Regulations are contained in Note no. 61 & 62 to the Standalone Financial Statement.

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

iii. Disclosure under Section 197(14) of the Act: During the financial year 2022-23, none of the Executive Directors of the Company received any remuneration or commission from its holding or subsidiary company.

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

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

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

control system periodically and deals with accounting matters, financial reporting and periodically reviews the Risk Management Process.

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

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

ix. Unclaimed Dividend/Shares: As on March 31,2023, 61,322 (Sixty one thousand three hundred and Twenty two) Unclaimed Equity Shares of the Company are lying in the Demat Account of the Company. Necessary steps were taken in Compliance with the Listing Regulations, for sending the necessary reminders to the claimant of the said shares, at the address available in the data base of the Depository/Company.

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

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

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

xii. Sexual Harassment: The Company has zero tolerance for Sexual Harassment at workplace. The company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted Internal Complaint(s) Committee functioning at various locations to redress complaints regarding sexual harassment and has adopted a Policy on prevention of Sexual Harassment in line with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year under review, no complaint was received by the Company.

xiii. Regulatory Orders: During the financial year 2020-21, Securities and Exchange Board of India (SEBI) issued show cause notice dated September 11, 2020 to the Company under Rule 4 of SEBI (Procedure for holding inquiry and imposing penalties) Rules 1995, on account of violation under SEBI (Prohibition of Insider Trading) Regulations, 2015 with regard to delayed filing of disclosures with Stock Exchanges under Regulation 7(2) (b) relating to dealings in the securities of the Company by its Promoter(s) viz. Direct Media Distribution Ventures Private Limited and World Crest Advisors LLP. In order to settle the proceedings initiated, without admitting or denying the findings of fact and conclusions of law, the Company filed settlement application with SEBI on October 7, 2020. SEBI vide its order dated February 17, 2021, approved settlement upon payment of Rs. 8,20,782/-. The Company deposited the said amount within the prescribed timeline and accordingly, the matter is settled.

During the financial year 2021-22, SEBI passed an Ad-Interim ex-parte Order cum Show Cause Notice (SEBI Order) bearing no. WTM/SM/CFD/CMD-1/15312/2021-22 dated March 7, 2022 under Sections 11(1), 11(4) and 11B(1) of Securities and Exchange Board of India Act, 1992, to the Company, its Directors and Company Secretary & Compliance Officer, in relation to non-disclosure of voting results on various proposals put forth in the Companys 33rd Annual General Meeting held on December 30, 2021. In order to comply with the SEBI Order, the Company, without prejudice to its rights and contentions, disclosed the voting results on March 8, 2022.

In respect of the SEBI Order, the Company along with its then Directors namely - Mr. Jawahar Lal Goel, Mr. Ashok Mathai Kurien, Mr. Anil Kumar Dua and the Company Secretary & Compliance Officer namely Mr. Ranjit Singh, filed Settlement application with SEBI, for which settlement order dated October 12, 2022, was received by the Company along with below mentioned settlement amount:

1. Rs. 45,54,000/- (Rupees Forty Five Lakh Fifty Four Thousand only) for Dish TV India Ltd. and Mr. Ranjit Singh on the basis of joint and several liability.

2. Rs. 19,80,000/- (Rupees Nineteen Lakh Eighty Thousand only) for Mr. Jawahar Lal Goel, Mr. Anil Kumar Dua and Mr. Ashok Mathai Kurien on the basis of joint and several liability.

The above Settlement amounts were duly paid within the prescribed timeline and accordingly, the matter was settled in respect of Mr. Jawahar Lal Goel, Mr. Ashok Mathai Kurien, Mr. Anil Kumar Dua and Mr. Ranjit Singh.

The Independent Directors namely - Mr. Bhagwan Das Narang, Dr. (Mrs.) Rashmi Aggarwal and Mr. Shankar Aggarwal had filed a response to the said SEBI Order. Post adjudication, SEBI vide its Final Order dated July 14, 2022, in respect of Independent Directors of the Company, has held that no omission to exercise due diligence can be attributed to the independent directors in the facts and circumstances of the case, and accordingly has disposed the proceedings initiated by the Show Cause Notice, against the Independent Directors without any further directions.

During the Financial Year 2022-23, the Company had filed a compounding application with the Reserve Bank of India relating to the contravention of provisions of Regulation 15 of Foreign Exchange Management (Transfer or Issue of any Foreign Security) Regulations, 2004, in relation to delayed/non-repatriation of dues in the form of loan and interest receivable from its overseas joint venture viz. Dish T V Lanka (Private) Limited.

In this regard, the Reserve Bank of India vide its order dated July 27, 2023, agreed to compound the contravention upon payment of Rs. 50,14,407/- (Rupees Fifty Lacs Fourteen Thousand Four Hundred and Seven Only) by the Company. The Company has duly paid the said amount on August 9, 2023, which has acknowledged by RBI vide their certificate of payment dated August 17, 2023, and accordingly the matter is settled.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Your Company is in the business of providing Direct to-Home (DTH) services. Since the said activity does not involve any manufacturing activity, most of the Information required to be provided under Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014, are not applicable. However, the information, as applicable is given hereunder:

Conservation of Energy:

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

Technology Absorption:

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

Foreign Exchange Earnings and Outgo:

During the year under review, your Company had foreign exchange earnings of 377 Lakhs and outgo of 1,084 Lakhs.

15. CREDIT RATINGS

Acuite Rating and Research, a Credit rating agency vide its communication dated January 4, 2022, had assigned ACUITE BB (Rating Watch with negative implication) for long term bank facilities of the Company. Acuite had downgraded the rating of DTIL considering the decline in business performance of DTIL Group, lack of clarity on change in management and contingency of disputed license fees liabilities materialising.

CARE (Credit Analysis and Research Limited), a Credit rating agency vide its communication dated October 1, 2021, assigned CARE A4 (RWN) for short Term Loans of the Company. Instruments with this rating are considered to have minimal degree of safety regarding timely payment of financial obligations. Such instruments carry very high credit risk and are susceptible to default.

16. HUMAN RESOURCE MANAGEMENT

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

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

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

Your Directors place on record their appreciation for the significant contribution made by all employees, who through their competence, dedication, hard work, co-operation and support have enabled the Company to cross milestones on a continual basis.

Particulars of Employees

As on March 31, 2023, the total numbers of permanent employees on the records of the Company were 392. The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, along with statement showing names and other particulars of the employees drawing remuneration in excess of the limits prescribed under the said rules is annexed to this report.

17. DIRECTORS RESPONSIBILITY STATEMENT

In terms of and pursuant to Section 134 of the Act, in relation to the Annual Financial Statements for the FY 2022-23, your Directors state and confirm that:

a) The Financial Statements of the Company comprising of the Balance Sheet as at March 31, 2023 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis;

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

c) Accounting policies selected were applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023, and, of the losses of the Company for the year ended on that date;

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

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

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

18. BUSINESS RESPONSIBILITY REPORT & MANAGEMENT DISCUSSION AND ANALYSIS

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

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

19. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER IBC, IF ANY

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

20. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND WHILE TAKING LOAN, ALONG WITH THE REASONS THEREOF:

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

21. INDUSTRIAL OPERATIONS

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

22. CAUTIONARY STATEMENT

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

23. ACKNOWLEDGEMENT

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

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

For and on behalf of the Board
Shankar Aggarwal Rashmi Aggarwal
Independent Director Independent Director
DIN:02116442 DIN:07181938
Place: Noida
Date: August 31, 2023