Entertainment Network (India) Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the Twenty Sixth Annual Report together with the audited financial statements of

Entertainment Network (India) Limited [‘the Company/ ‘ENIL] for the financial year ended 31 March 2025.

The financial statements for the financial year ended 31 March 2025 have been prepared in accordance with the Indian Accounting Standards (hereina)ter referred to as the ‘Ind AS) as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendments issued therea)ter.

1. Financial Highlights

( in lakhs)

	Standalone		Consolidated
	Financial Year	Financial Year	Financial Year	Financial Year
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	52,639.50	51,977.00	54,414.56	53,843.37
Other income	3,707.98	2,703.91	3,802.14	2,769.94
Profit before Depreciation, Finance Costs,	10,960.78	12,426.19	11,657.47	13,357.04
Exceptional items and Tax Expense
Less: Depreciation and amortisation expenses	7,766.37	7,555.55	8,341.15	7,980.33
Profit before Finance Costs, Exceptional items and	3,194.41	4,870.64	3,316.32	5,376.71
Tax Expense from continuing operations
Less: Finance Costs	1,334,74	1,474.67	1,414.42	1,537.69
Profit before Exceptional items and Tax Expense	1,859.67	3,395.97	1,901.90	3,839.02
Exceptional items	–	54.52	–	131.56
Profit before Tax Expense from continuing operations	1,859.67	3,450.49	1,901.90	3,970.58
Less: Tax Expense (Current & Deferred)	678.72	636.77	706.75	672.37
Profit for the year	1,180.95	2,813.72	1,195.15	3,298.21
Attributable to:
Shareholders of the Company	1,180.95	2,813.72	1,153.35	3,248.19
Non-controlling interest	–	–	41.80	50.02
Balance of profit for earlier years	53,266.58	35,748.86	53,443.19	35,496.91
Other comprehensive (Loss) for the year	(14.58)	(74.54)	(14.58)	(74.54)
Transfer to Legal Reserves	–	–	–	(6.38)
Dividend paid on Equity Shares	(715.06)	(476.70)	(715.06)	(476.70)
Reversal of Gamma Gaana Limited Profits for allocation to assets	–	15,255.24	–	15,255.72
Balance carried forward	53,717.90	53,266.58	53,866.90	53,443.19
Non-controlling interest	–	–	106.55	112.78

2. Financial Performance, Operations and the state of the Companys affairs

Total income of the Company increased from 54,680.91 lakhs during the previous year to 56,347.48 lakhs during the year under review. Profit a)ter tax decreased from

2,813.72 lakhs during the previous year to profit of

1,180.95 lakhs during the year under review.

On a consolidated basis, the total income of the Company increased from 56,613.31 lakhs during the previous year to 58,216.70 lakhs during the year under review. Profit a)ter tax decreased from 3,298.21 lakhs during the previous year to profit of 1,195.15 lakhs during the year under review.

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which these financial statements relate and the date of this Report. There has been no change in the nature of the business of the Company. The litigation between Phonographic Performance Limited (PPL) and the Company stems from PPLs challenge to the Copyright Boards order passed in 2010, fixing 2% Net Advertisement Revenue (NAR) as royalty. In April 2023, Honble Madras High Court partly allowed PPLs appeal, setting a higher rate of 2% NAR or 660 per needle hour (whichever is higher) for year 2010–2020. The Company filed a Special Leave Petition in the Honble Supreme Court, to appeal against this order, which has been accepted and is pending for hearing. Meanwhile, PPL filed contempt proceedings for alleged non-compliance of the order regarding the payment of disputed royalties. In July 2024, Honble Madras High Court directed the Company to deposit 50% of projected liability as an interim measure. The Company appealed this order before the Division Bench of the same Court. The Division Bench was pleased to grant an interim stay on the order of the single judge and is in operation as of date. The Companys appeal was last listed in October 2024. Next hearing date is yet to be fixed, however stay granted by Honble Division Bench in favour of the Company is in force.

In October 2024, the Company executed the Share Subscription and Shareholders Agreement with Ninety-nine Audiovisual Media Production LLC, Saudi Arabia based entity, for the acquisition of up to 50% equity interest stake through an investment up to five million Saudi Riyal (‘SAR).

In March 2025, Registered Office and Corporate Office of the Company has been shi)ted to The Times Group, Sunteck Icon, CST Link Road, Kalina, BKC Junction, Santacruz East, Mumbai - 400098, Maharashtra, India. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. There was no instance of onetime settlement with any bank or financial institution.

3. Transfer to reserves

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

4. Dividend

Your Directors are pleased to recommend a dividend @ 20% i.e., 2.00 (Rupees two only) per equity share of

10/- each for the financial year ended 31 March 2025, aggregating 953.41 lakhs. The dividend payment is subject to the approval of the members at the ensuing Annual General Meeting (AGM). The Board of Directors has approved and adopted the Dividend Distribution Policy of the Company, and the dividend recommendation and payout are in accordance with the Companys Dividend Distribution Policy.

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

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

• whose names appear as beneficial owners as at the end of the business hours on Friday, 5 September 2025 in the list of the Beneficial Owners to be obtained from the Depositories i.e., National Securities Depository Limited [NSDL] and Central Depository Services (India) Limited [CDSL], in respect of the shares held in electronic/ dematerialized mode; and • whose names appear as Members in the Register of Members of the Company as at the end of the business hours on Friday, 5 September 2025, in respect of the shares held in physical mode.

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

The members whose dividend / shares are/ will be transferred to the IEPF Authority can claim the same from IEPF Authority by following the Refund Procedure as detailed on the website of IEPF Authority: http://. iepf.gov.in at http://.iepf.gov.in/IEPF/refund.html. The Company has transferred 20,101, being the unpaid or unclaimed dividends declared for the financial year 2016-17 and 775 equity shares to the IEPF Authority as per the provisions of Sections 124 and 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016. Details of dividends and shares transferred to the IEPF Authority are available on the Company website- .enil.co.in at the url: https://.enil. co.in/unclaimed-dividend.php and also on the website of IEPF Authority and the same can be accessed through the link: .iepf.gov.in.

5. Deposits

The Company has not accepted any deposit from the public / members under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review.

Consequently, there is no requirement for furnishing details related to the deposit covered under Chapter V of the Companies Act, 2013.

6. Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act, 2013 (‘the Act) read with the applicable rules thereto, Mr. Vineet Jain (DIN: 00003962) retires by rotation at the ensuing AGM and being eligible, offers himself for reappointment. The Board of Directors recommends the reappointment of Mr. Vineet Jain as the Director of the Company. The Board of Directors, at their meeting held on 13 February 2024, considered and approved the appointment of Mr. Mohit Gupta (DIN: 06427582) as the Additional Director (Independent Director) for a term of five years effective from 19 March 2024 to 18 March 2029. Shareholders of the Company approved the appointment of Mr. Mohit Gupta as the Independent Director, through Postal Ballot Voting Process on 19 April 2024.

The Board of Directors, at their meeting held on 31 July 2024, considered and approved the appointment of Mr. Vivek Sriram (DIN: 10531858) as the Additional Director (Independent Director) for a term of five consecutive years effective from 31 July 2024 to 30 July 2029. Members of the Company approved the appointment of Mr. Vivek Sriram as the Independent Director, at the 25^th Annual General Meeting held on 26 September 2024.

Mr. Richard Saldanha (DIN: 00189029), Mr. Ravindra Kulkarni (DIN: 00059367) and Mr. Narayanan Kumar (Mr. N. Kumar) (DIN: 00007848) completed their second and final term as the Independent Directors on 11 August 2024, and consequently they ceased to be the Independent Directors of the Company from close of the said date. The Board of Directors expresses its deep appreciation and gratitude to Mr. Saldanha, Mr. Kulkarni and Mr. N. Kumar for their significant contributions during their long tenure with the Company.

The Board of Directors, at their meeting held on 27 June 2024, considered and approved the appointment of Mr. Richard Saldanha as the Non-Executive & Non-Independent Director with effect from 12 August 2024. Members of the Company approved the appointment of Mr. Saldanha as the Non-Executive & Non-Independent Director, through Postal Ballot Voting Process on 8 August 2024.

The Company has received the consent, declarations and confirmations from all the Independent Directors of the Company pursuant to the provisions of Section 149 and all other applicable provisions of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [‘Listing Regulations] stating that they meet the criteria of independence as provided under the Act and the Listing Regulations and that they are not disqualified to become directors under the Act. All the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management. The Board of Directors took on record the said declarations and confirmations submitted by the Independent Directors under applicable provisions of the Act and the Listing Regulations a)ter undertaking due assessment of the veracity of the same. In the opinion of the Board of Directors, all the Independent Directors fulfill the criteria of independence as provided under the Act, rules made thereunder, read with the Listing Regulations and that they are independent of the management. The Board of Directors is of the opinion that all the Independent Directors of the Company hold the highest standards of integrity and possess the requisite expertise and experience (including the proficiency) required to fulfill their duties as Independent Directors.

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

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Conduct for directors and senior management personnel formulated by the Company. The Company has received all the relevant consent, documents, declarations, and confirmation from the directors proposed to be appointed and reappointed and they are not disqualified to hold the office of directors under the Act.

As per the requirement of the circular from the stock exchange (no: LIST/COMP/14/2018-19 Dated June 20, 2018), the Board of Directors and its Nomination & Remuneration Committee, while considering the appointment and reappointment of the directors, have verified and afirmed that they are not debarred from holding the office of director by virtue of any Securities and Exchange Board of India (‘SEBI) order or any other such authority. Certificate from the Company Secretary in Practice has been attached with the Report of Corporate Governance, confirming that none of the directors on the Board of the

Company have been debarred or disqualified from being appointed or continuing as directors of companies by the SEBI/ Ministry of Corporate Affairs or any such statutory authority.

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

None of the Directors are related to each other or key managerial personnel (inter-se). Details of the number of meetings of the Board of Directors and Committees and attendance at the meetings have been furnished in the Report on Corporate Governance. The following persons are designated as the Key Managerial Personnel (KMP):

• Mr. Yatish Mehrishi: Manager & Chief Executive Officer

• Mr. Sanjay Kumar Ballabh: Chief Financial Officer

• Mr. Mehul Shah: EVP Compliance & Company Secretary

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

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

Evaluation of the performance of the Board, its Committees and individual directors involved structured questionnaire-driven discussions that covered a number of key areas / evaluation criteria including the roles and responsibilities, size and composition of the Board and its Committees, meaningful and constructive contribution and inputs in the meetings, dynamics of the Board and its Committees and the relationship between the Board and management. Chairman of the Board of Directors had meetings with the Independent Directors. Chairperson of the Nomination & Remuneration Committee had meetings with the Non- Independent Directors. Independent Directors, at their Meeting led by the Chairperson of the Nomination & Remuneration Committee, reviewed the performance of the Chairman, Non-Independent Directors and the Board as a whole in respect of the financial year under review. The Independent Directors, in the said meeting, also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. These meetings were intended to obtain Directors input on effectiveness of the Board/ Committee processes. The evaluation of the Independent Directors was conducted by the entire Board of Directors which included the performance of the Directors and fulfillment of the independence criteria as specified in the Listing Regulations and their independence from the management. In the above evaluation, the Directors who were subject to evaluation did not participate. The results of the evaluation were discussed with the relevant Committees and collectively by the Board as a whole. Constructive feedback was also obtained on the contributions of individual Directors. Formal Annual Evaluation was carried out in compliance with all the applicable provisions of the Act and the Listing Regulations. During the Board Evaluation, it was observed that the Board of Directors, as a whole, functions as a cohesive and integrated body, contributing to rich and value-adding discussions. The Board maintains an optimal balance between operational and strategic matters and is proactively engaged on key issues such as talent, strategy, and governance. As part of the evaluation exercise, the Board also identified specific areas for further engagement and focus. The Directors expressed satisfaction with the evaluation outcomes, which reflected the overall commitment and involvement of the Board and its Committees with the Company.

8. Board Familiarization Program

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

9. Policy on directors appointment and remuneration

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

10. Vigil Mechanism

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

11. Audit Committee

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

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

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

• Mr. Vivek Sriram (Independent Non- Executive Director) The Internal Auditors of the Company report directly to the Audit Committee. All the recommendations of the Audit Committee were accepted by the Board of Directors. A brief description of terms of reference and other relevant details of the Audit Committee have been furnished in the Report on Corporate Governance.

12. CSR Committee

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

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

• Mr. Vineet Jain – Chairman (Non- Executive Director)

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

• Mr. N. Subramanian (Non- Executive Director) During the financial year under review, the CSR Committee met on 3 May 2024.

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

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

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

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

• Formulating and recommending to the Board, an Annual Action Plan in pursuance of its CSR Policy, which shall include: - the list of CSR projects or programmes that are approved to be undertaken in areas or subjects specified in Schedule VII of the Act; - the manner of execution of such projects or programmes; - the modalities of utilisation of funds and implementation schedules for the Provided projects or programmes; - monitoring and reporting mechanism for the projects or programmes; and - details of need and impact assessment, if any, for the projects undertaken by the company;

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

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

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

• Satisfying the Board on the utilization of the funds disbursed for the purpose and in the manner approved by it;

• Reviewing and recommending to the Board, the Annual Report on CSR activities to be included in the Boards report;

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

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

CSR Policy development and implementation:

The CSR Policy is available on the Companys website at: https://.enil.co.in at web link: https://.enil. co.in/policies-and-code-of-conduct.php CSR Policy Statement and Annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 have been appended as Annexure B to this Report.

13. Nomination & Remuneration Committee

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

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

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

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

• Mr. Vineet Jain (Non- Executive Director)

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

14. Stakeholders Relationship Committee

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

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

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

• Mr. Vineet Jain (Non- Executive Director)

• Mr. N. Subramanian (Non- Executive Director) A brief description of terms of reference and other relevant details of the Stakeholders Relationship Committee have been furnished in the Report on Corporate Governance.

15. Audit Report

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

16. Auditors

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

17. Secretarial Auditor and report

The Board of Directors had appointed M/s. Hemanshu Kapadia & Associates, Company Secretaries (C. P. No: 2285), to conduct the Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report for the financial year ended 31 March 2025 is appended as Annexure C to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

Pursuant to the recent amendment to Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable provisions, a company is now required to appoint a Peer Reviewed Company Secretary as Secretarial Auditor to conduct the secretarial audit of the company, with the approval of its shareholders (members) in its Annual General Meeting. Accordingly, the Board of Directors, at its meeting held on 16 May 2025, have approved and recommended the appointment of M/s. Hemanshu Kapadia & Associates, Company Secretaries (Firm Registration Number: I1995MH00700), Peer Reviewed Firm of Company Secretaries in Practice as the Secretarial Auditors of the Company for a term of five consecutive years, commencing from financial year 2025-26 to financial year 2029-30, to conduct secretarial audit. This appointment will be subject to the approval of the members of the Company. Brief resume and other relevant details of M/s. Hemanshu Kapadia & Associates, Company Secretaries in Practice, are separately disclosed in the Notice of the 26^th AGM. M/s. Hemanshu Kapadia & Associates have given their consent to act as Secretarial Auditors of the Company and confirmed that their aforesaid appointment, if made, would be within the prescribed limits under the Act and Rules made thereunder and Listing Regulations. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act and Rules made thereunder and Listing Regulations.

18. Cost Auditor and report

The Board of Directors, on recommendation of the Audit Committee and pursuant to Section 148 and all other applicable provisions of the Act, read with the Companies (Audit and Auditors) Rules, 2014 and all other applicable rules made under the Act (including any statutory modification(s) or re-enactment thereof for the time being in force), has approved the appointment and remuneration of the Cost Auditors, M/s. R. Nanabhoy & Co., Cost Accountants (Firm registration number- 00010) to conduct the audit of the cost records of the Company for the financial year ending on 31 March 2026. The aforesaid appointment of M/s. R. Nanabhoy & Co. is subject to the relevant notifications, orders, rules, circulars, etc. issued by the Ministry of Corporate Affairs and other regulatory authorities from time to time. The remuneration payable to M/s. R. Nanabhoy & Co. shall be 5,00,000 (Rupees five lakhs only) plus out of pocket expenses and applicable taxes for the aforesaid audit. The remuneration payable to the Cost Auditors is required to be ratified subsequently by the members. Accordingly, the consent of the members has been sought to pass the resolution as set out at Item No. 4 of the Notice convening the AGM for ratification of the remuneration payable to the Cost Auditors for the financial year ending on 31 March 2026. Maintenance of cost records as specified by the Central Government under Sub-section (1) of Section 148 of the Companies Act, 2013, is required by the Company and accordingly, such accounts and records are made and maintained.

The Cost Audit Report for the financial year 2023-24 was filed on 20 August 2024. The Cost Audit Report for the financial year 2024-25 will be filed on/ before the due date.

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

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

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

(a) Conservation of energy:

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

- Energy Conservation: We enhanced our ongoing energy efficiency efforts by further regulating electricity consumption across our transmitters, studios, and offices. These measures have resulted in significant savings in energy costs during the financial year under review. Transmitter sites, which primarily house equipment, require substantial electricity, particularly for air conditioning to cool heat-generating transmitters and related systems. To address this, we began exploring alternative energy sources to reduce our electricity usage. As a first step, we launched a pilot project at our Nashik transmitter site, installing hybrid air conditioners powered by solar energy. With this initiative, we have become the first FM station in India to integrate alternative energy directly into our operations.

The energy savings from the pilot project are currently being monitored and evaluated against our initial targets. Upon successful validation of the outcomes, we plan to extend the implementation to additional Critical Transmission Installations (CTIs) in the next fiscal year, with the potential to achieve up to 30% reduction in electricity consumption.

- Optimization of office spaces: As part of our ongoing office space restructuring efforts, we rationalized space at multiple locations by implementing efficient office designs, incorporating LED lighting and energy-e_cient electronic devices. These initiatives have resulted in an approximate 40% reduction in energy consumption.

- Sustainable practices: The Company has undertaken several initiatives to improve operational processes and adopt new technologies. We continue to conserve energy by closely monitoring air conditioning (AC) usage and implementing measures such as maintaining studio AC settings at no lower than 25?C and reducing transmitter power during off-peak night hours. Additionally, older AC units are being progressively replaced with more energy-e_cient models.

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

(ii) Capital investment on energy conservation equipments: 66.24 lakhs

(b) Technology absorption:

(i) The efforts made towards technology absorption and benefits derived like product improvement, cost reduction, product development or import substitution: Your Company has consistently taken initiatives to improve productivity and increase efficiency in processes.

- Digital EMSIS: We deployed a customized digital media ad tra_c management solution for our consumer-facing digital business, which was subsequently extended to the Gaana business line.

- Email-to-Case Functionality on SFDC: We implemented an email-to-case feature in Salesforce (SFDC), enabling users to raise tickets directly via email. This automation facilitates the automatic creation of cases on the portal, leading to improved issue resolution and escalation management.

- Robotic Process Automation (RPA): As part of our digital transformation journey, we strategically adopted Robotic Process Automation using Power Automate. Several processes have been automated, including invoice entry, calculation for royalty payments, data backup from multiple sources etc. These automations have streamlined workflows, significantly reduced manual effort, and minimized errors.

- Royalty Calculation Module: The previously time-consuming royalty payment process has been transformed through the implementation of an integrated, automated solution. This initiative, involving collaboration across multiple systems, enables automatic royalty payments directly from SAP and extracts relevant song data from RCS. As a result, the system has delivered substantial efficiency gains—saving 30–40 man-days per month across India—while ensuring timely, seamless royalty payments and enhancing the overall robustness of financial operations.

- RAMMIES Award Judging System: To enhance the RAMMIES Award evaluation process, we migrated the judging application and rating system to a dedicated SharePoint environment. This migration improved accessibility and transparency for both internal and external jury members. The centralized platform provides a user-friendly interface for submission review, access to judging guidelines, and secure ratings input. A music player plugin was integrated to allow jurors to stream audio entries conveniently. Additionally, the plugin enables one-click downloading of all audio submissions, supporting offine evaluation and review.

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

(iii) The expenditure incurred on Research & Development (R & D): The Company has not spent any amount towards research and development activities. The Company has been active in harnessing the latest technology available in the industry.

(c) Foreign exchange earnings and outgo:

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

	Financial Year	Financial Year
	2024-25	2023-24
Foreign exchange earnings	969.26	1,324.31
Foreign exchange outgo	628.97	1,324.79

20. Particulars of Employees

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

The Chief Executive Officer & Manager of the Company does not receive any remuneration or commission from the Companys holding or subsidiary companies. As per the provisions of Section 197 of the Act read with the Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other relevant particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of the Annual Report. As per the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is made available for inspection by the Members basis the request being sent on enil.investors@timesgroup.com without payment of fee and same will also be available during the AGM. Any Member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The Annual Report is available on the Companys website at: .enil.co.in.

21. Annual Return

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

22. Share Capital & Listing of Securities

During the financial year under review, the Company has not issued: • any shares, debentures, bonds, warrants or securities; • any equity shares with differential rights as to dividend, voting or otherwise; • any shares to its employees under the Employees Stock Option Scheme; • any sweat equity shares.

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

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

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

23. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 of the Listing Regulations is set out in a separate section forming part of this Report. The Company has adopted Integrated Reporting. The information related to the Integrated Reporting forms part of the Management Discussion & Analysis and Integrated Reporting has also been hosted on the website of the Company: (https://.enil.co.in) at url: https:// .enil.co.in/financials-annual-reports.php.

24. Business Responsibility & Sustainability Report

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

25. Corporate Governance

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

26. Secretarial Standards

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

27. Directors Responsibility Statement

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Directors hereby confirm that: a) in the preparation of the annual accounts for the financial year ended on 31 March 2025, the applicable accounting standards have been followed and that there are no material departures from the same; b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended on 31 March 2025 and of the profit of the Company for that period; c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) they have prepared the annual accounts on a going concern basis; e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

28. Contracts and arrangements with related parties

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

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

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

29. Dividend Distribution Policy

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

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

The Company has not given any guarantees or provided any securities under Section 186 of the Act. Particulars of the loan given are provided in Note 42 to the standalone financial statements. The loan was given for business purposes. Particulars of investments made by the Company during the financial year 2024-25 are provided in Note 9 to the standalone financial statements.

31. Risk Management

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

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

The Company has adopted a Risk Management Policy pursuant to the provisions of Section 134 and all other applicable provisions of the Companies Act, 2013 and Listing Regulations and also established related procedures to inform Board Members about the risk assessment and minimization procedures. The Company has a strong Enterprise Risk Management framework which is administered by the Senior Management team and monitored by the Risk Management Committee. Major risks are identified, and mitigation measures are put in place, and the same are also reported to the Audit Committee and Board of Directors along with the action taken report. The Risk Management Policy envisages assessment of strategic risks, operational risks, financial risks, regulatory risks, human resource risks, technological risks. The Risk Management Policy adopted by the Company involves identification and prioritization of risk events, categorization of risks into High, Medium and Low based on the business impact and likelihood of occurrence of risks and Risk Mitigation & Control. The Risk Management Committee of the Company comprises of the following members as of the date of this Report:

• Mr. Vineet Jain (Non-Executive Chairman)

• Ms. Sukanya Kripalu (Independent Director)

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

• Mr. Yatish Mehrishi (Manager & CEO)

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

32. Internal Financial Controls

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

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

33. Consolidated Financial Statements

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

34. Subsidiary Companies

The Company has the following subsidiaries:

• Alternate Brand Solutions (India) Limited (ABSL) is a 100% subsidiary based in India. ABSL recorded a total income of 77.89 lakhs during the financial year ended 31 March 2025, as compared to 74.52 lakhs during the financial year ended 31 March 2024. Profit a)ter Tax stood at 56.00 lakhs for the financial year ended 31 March 2025, as compared to Profit of 52.90 lakhs during the financial year ended 31 March 2024.

• Entertainment Network, INC (EN, INC) and a step-down subsidiary, Entertainment Network, LLC (EN, LLC) are based in the United States of America. EN, INC is a 100% subsidiary of the Company. EN, LLC is the 100% subsidiary of EN, INC. EN, INC recorded a total consolidated income of 663.36 lakhs during the financial year ended 31 March 2025, as compared to 737.72 lakhs during the financial year ended 31 March 2024. Consolidated loss a)ter Tax stood at

(1.06) lakhs for the financial year ended 31 March 2025 as compared to loss of (33.54) lakhs during the financial year ended 31 March 2024.

• Global Entertainment Network Limited (GENL) is a company incorporated under the laws of the State of Qatar, having its registered office in Doha, Qatar. In March 2021, the Company acquired 49% equity of GENL. The remaining 51% of the equity stake is owned by another company (Marhaba FM). Basis the shareholding agreement executed by the Company with Marhaba FM, the Company has a controlling interest in GENL. As a result, the investment made in GENL is treated as an investment in a subsidiary as per Ind AS 110- Consolidated Financial Statements. GENL recorded a total income of 819.24 lakhs during the financial year ended 31 March 2025, as compared to 750.72 lakhs during the financial year ended 31 March 2024. Profit a)ter Tax stood at

134.45 lakhs for the financial year ended 31 March 2025, as compared to Profit of 170.50 lakhs during the financial year ended 31 March 2024.

• Mirchi Bahrain WLL, based in the Kingdom of Bahrain, is a 100% subsidiary of the Company. Mirchi Bahrain WLL became a wholly owned subsidiary of the Company in April 2021. Mirchi Bahrain WLL recorded a total income of 397.82 lakhs during the financial year ended 31 March 2025, as compared to 453.20 lakhs during the financial year ended

31 March 2024. Loss a)ter Tax stood at (174.58) lakhs for the financial year ended 31 March 2025, as compared to Profit a)ter Tax of 85.78 lakhs during the financial year ended 31 March 2024. As per Section 129 of the Companies Act, 2013, a separate statement containing the salient features of the financial statements of the Subsidiary Companies is attached along with the financial statements in the prescribed Form AOC-1. The Company does not have any associate company or joint venture. There has been no change in the nature of the business of the subsidiaries. The Company shall make available the financial statements and the related detailed information of its subsidiaries to any Member of the Company or its subsidiaries who may be interested in obtaining the same at any point of time and same is also available on the website: .enil.co.in. These documents will also be available for inspection by the Members basis the request being sent on enil.investors@timesgroup.com without payment of fee and same will also be available during the AGM. The consolidated financial statements presented by the Company include the financial results of its Subsidiary Companies.

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

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

35. Significant and material order

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

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

Your Company has always believed in providing a safe and harassment-free workplace for every individual working in the Company. For building awareness in this area, the Company has been conducting induction / refresher programmes on a continuous basis. The Company has in place a Policy for prevention of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Company has complied with the applicable provisions of the said Act. Internal Complaints Committee has been set up to redress the complaints received regarding sexual harassment. During the financial year under review, three complaints pertaining to sexual harassment were reported to the Internal Complaints Committee of the Company. A)ter a detailed investigation and following due procedure under applicable law, guidelines and regulations, the said complaints were appropriately dealt with during the financial year under review and appropriate action was taken.

37. Acknowledgements

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

For and on behalf of the Board of Directors
	sd/-
	Vineet Jain
	Chairman
Mumbai, 16 May 2025	(DIN: 00003962)
Registered Office:
Entertainment Network (India) Limited,
CIN: L92140MH1999PLC120516,
The Times Group, Sunteck Icon,
CST Link Road, Kalina,
BKC Junction, Santacruz East,
Mumbai - 400098,
Maharashtra, India.
.enil.co.in