Entertainment Network India Ltd Directors Report

For the year ended 31 March 2026

Dear Members,

The Board of Directors of your Company are pleased to present the 27th Annual Report on the business and operations of the Company, together with the audited financial statements (standalone and consolidated) for the financial year ended 31 March 2026.

1. Financial Highlights

(in lakhs)

	Standalone		Consolidated
Particulars	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from operations	54,747.21	52,639.50	56,517.15	54,414.56
Other income	3,190.62	3,707.98	3,271.42	3,802.14
Profit before Depreciation, Finance Costs, Exceptional items and Tax Expense	7,214.46	10,960.78	7,767.96	11,657.47
Less: Depreciation and amortisation expenses	7,878.69	7,766.37	8,475.14	8,341.15
(Loss)/ Profit before Finance Costs, Exceptional items and Tax Expense from continuing operations	(664.23)	3,194.41	(707.18)	3,316.32
Less: Finance Costs	1,332.59	1,334.74	1,435.00	1,414.42
(Loss)/ Profit before Exceptional items and Tax Expense	(1,996.82)	1,859.67	(2,142.18)	1,901.90
Exceptional items	(970.48)	-	(970.48)	-
(Loss)/ Profit before Tax Expense from continuing operations	(2,967.30)	1,859.67	(3,112.66)	1,901.90
Less: Tax Expense (Current & Deferred)	(2,403.26)	678.72	(2,373.38)	706.75
(Loss)/ Profit for the year	(564.04)	1,180.95	(739.28)	1,195.15
Attributable to:
Shareholders of the Company	(564.04)	1,180.95	(766.17)	1,153.35
Non-controlling interest	-	-	26.89	41.80
Balance of profit for earlier years	53,717.90	53,266.58	53,866.90	53,443.19
Other comprehensive Income/(Loss) for the year	156.55	(14.58)	228.06	65.85
Transfer to Legal Reserves	-	-	-	-
Dividend paid on Equity Shares	(953.41)	(715.06)	(953.41)	(715.06)
Balance carried forward	52,015.40	53,717.90	51,962.27	53,866.90
Non-controlling interest	-	-	91.46	106.55

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

Total Income: The total income of the Company on a standalone basis increased from ? 56,347.48 lakhs in the previous year to ? 57,937.83 lakhs during the year under review. On a consolidated basis, the total income increased from ? 58,216.70 lakhs to ? 59,788.57 lakhs.

Profit After Tax (PAT): On a standalone basis, the Company reported a loss after tax of ? 564.04 lakhs for the year under review, compared to a profit of ? 1,180.95 lakhs in the previous year. On a consolidated basis, the loss after tax was ? 739.28 lakhs, as against a profit of ? 1,195.15 lakhs in the previous year.

Operations and Business Developments:

? PPL Litigation: The litigation between Phonographic Performance Limited (PPL) and the Company stems from PPLs challenge to the Copyright Boards order passed in 2010. In July 2024, the Honble Madras High Court directed the Company to deposit 50% of projected liability as an interim measure. The Company appealed this order, and the Honble Division Bench, vide its order dated 10 December 2025, allowed the appeals and set aside the orders passed in the contempt petitions, which were subsequently closed.

? Registered Office Shift: In March 2025, the Registered Office and Corporate Office of the Company were shifted to The Times Group, Sunteck Icon, CST Link Road, Kalina, BKC Junction, Santacruz East, Mumbai - 400098.

? Promoter Reorganisation: Bennett Coleman and Company Limited (BCCL) and Times Horizon Private Limited (THPL) filed a scheme of arrangement for the demerger of BCCLs non-publishing business (EIBME Business) into THPL. The NCLT approved the Scheme on 4 February 2026, and upon effectiveness, the shareholding of BCCL in the Company will be transferred to THPL, which will be classified as the new promoter.

? FM Radio Stations Transfer: The Company entered into a Memorandum of Understanding (MOU) / Term Sheet with Abhijit Realtors & Infraventures Private Limited for the proposed transfer of assets relating to four FM Radio Stations (Kanpur, Lucknow, Nagpur, and Hyderabad) and executed an Advertising Sales Agreement to market and sell their airtime, subject to definitive agreements and approvals.

Material Changes and Commitments: There were no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year and the date of this Report. There has been no change in the nature of the business of the Company.

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

3. Transfer to reserves

The Board of Directors has decided not to transfer any amount to the reserves for the financial year under review.

4. Dividend

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

As per the Income Tax Act, 2025, dividends paid or distributed by the Company shall be taxable in the hands of the Members. The Company shall make the payment of the dividend after deduction of tax at source.

The dividend, if declared, will be paid to those persons whose names appear as beneficial owners or in the Register of Members as of the Record Date, Friday, 18 September 2026.

Pursuant to Section 124 of the Companies Act, 2013, the Company has transferred ? 20,847, being the unpaid or unclaimed dividends for the financial year 2017-18, and 711 equity shares to the Investor Education and Protection Fund (IEPF) Authority. Members can claim the same from the IEPF Authority by following the prescribed refund procedure.

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.

6. Directors and Key Managerial Personnel

(i) Directors

? In accordance with the provisions of the Act, Mr. Richard Saldanha (DIN: 00189029) retires by rotation at the ensuing AGM and, being eligible, offers himself for reappointment.

? The Company has received necessary declarations from all Independent Directors confirming that they meet the criteria of independence.

? A certificate from a Company Secretary in Practice confirming that none of the directors on the Board have been debarred or disqualified is attached to the Report on Corporate Governance.

? None of the Directors are related to each other or to any Key Managerial Personnel (inter-se).

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

? 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

The Board, its Committees, and individual directors participated in the annual formal evaluation of its performance. The evaluation was conducted through structured questionnaire-driven discussions covering key areas such as roles and responsibilities, board composition, and dynamics. Independent Directors, at their meeting, reviewed the performance of the Chairman, Non-Independent Directors, and the Board as a whole. Formal Annual Evaluation was carried out in compliance with all applicable provisions, and the Board expressed satisfaction with the evaluation outcomes.

8. Board Familiarization Program

New Directors are familiarized with the Company through an induction process. Comprehensive presentations are made to the Board and its Committees on topics such as business strategy, financial performance, compliance, and risk assessment. The details of the familiarization program are available on the Companys website.

9. Policy on Directors Appointment and Remuneration

The Companys Nomination & Remuneration Policy, including the criteria for determining qualifications, positive attributes, and independence of a director, is available on the Companys website and is appended as Annexure A to this Report.

10. Vigil Mechanism

The Company has a robust Whistle Blower Policy/Vigil Mechanism in place to provide a fair and impartial platform for all stakeholders to raise genuine concerns. The mechanism includes adequate safeguards against victimization. The Board affirms that no personnel have been denied access to the Audit Committee. The policy is available on the Companys website.

11. Committees of the Board

A brief description of the Committees of the Board is as follows:

? Audit Committee: Comprises Mr. Mohit Gupta (Chairman), Ms. Sukanya Kripalu, and Mr. Vivek Sriram. The Committee met four times during the year. All recommendations of the Audit Committee were accepted by the Board.

? CSR Committee: Comprises Mr. Vivek Sriram and Mr. N. Subramanian. The Committee met twice during the year.

? Nomination & Remuneration Committee: Comprises Ms. Sukanya Kripalu (Chairperson), Mr. Mohit Gupta, Mr. Vivek Sriram, and Mr. Vineet Jain.

? Stakeholders Relationship Committee: Comprises Mr. Vivek Sriram (Chairman), Mr. Mohit Gupta, Mr. Vineet Jain, and Mr. N. Subramanian.

The constitution, composition, and terms of reference of all Committees are in conformity with the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

12. Auditors

(i) Statutory Auditors M/s. Walker Chandiok & Co LLP, Chartered Accountants, were appointed as Statutory Auditors for a term of five consecutive years at the 23rd AGM, to hold office till the conclusion of the 28th AGM. The Audit Report does not contain any qualification, reservation, or adverse remark.

(ii) Secretarial Auditor The Board appointed M/s. Hemanshu Kapadia & Associates to conduct the Secretarial Audit for FY 2025-26. Their report is appended as Annexure C and does not contain any qualification, reservation, or adverse remark.

(iii) Cost Auditor The Board appointed M/s. R. Nanabhooy & Co., Cost Accountants, to conduct the audit of the cost records for FY 2026-27. Their remuneration is subject to ratification by the members at the ensuing AGM.

13. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

(a) Conservation of Energy

? The Company has installed new energy-efficient transmitters and inverter ACs at most sites.

? Office space optimization has resulted in an estimated 40% reduction in energy consumption.

? Sustainable practices like maintaining studio AC settings at 25 deg C or higher are in place.

? Capital investment on energy conservation equipment: Nil.

(b) Technology Absorption

? The Company successfully implemented SAP S/4HANA to modernize its core ERP platform, and SAP SuccessFactors for HR management. It also deployed the TruTime Attendance Management System. These initiatives have improved operational efficiency and data integrity.

? The Company has not imported any new technology during the year.

? The Company has not spent any amount on Research & Development.

(c) Foreign Exchange Earnings and Outgo

( ? in lakhs)

	FY 2025-26	FY 2024-25
Foreign exchange earnings	1,190.35	969.26
Foreign exchange outgo	570.85	628.97

14. Particulars of Employees

The ratio of remuneration of each director to the median employees remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are appended as Annexure D . The Chief Executive Officer & Manager does not receive any remuneration from the Companys holding or subsidiary companies.

15. Annual Return

The Annual Return of the Company for the financial year ended 31 March 2026 is available on the Companys website.

16. Share Capital & Listing of Securities

? The Company has not issued any shares, debentures, or other securities during the year.

? The equity shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited. The annual listing fee has been paid to both exchanges.

17. Management Discussion and Analysis Report

The Management Discussion and Analysis Report, as stipulated under Regulation 34 of the Listing Regulations, forms part of this Report.

18. Business Responsibility & Sustainability Report

The Business Responsibility & Sustainability Report (BRSR) for the financial year under review is attached as Annexure E to this Report.

19. Corporate Governance

The Company adheres to good corporate governance practices. A separate Report on Corporate Governance, along with a certificate from the Practicing Company Secretary, is enclosed as part of this Report.

20. Secretarial Standards

The Company complies with the applicable mandatory Secretarial Standards (SS-1 and SS-2) issued by the Institute of Company Secretaries of India.

21. Directors Responsibility Statement

Pursuant to Section 134 of the Companies Act, 2013, the Directors confirm that: (a) In the preparation of the annual accounts, applicable accounting standards have been followed. (b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company and of the loss for that period. (c) They have taken proper and sufficient care for the maintenance of adequate accounting records 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 which are adequate and operating effectively. (f) They have devised proper systems to ensure compliance with all applicable laws and that such systems are adequate and operating effectively.

22. Contracts and Arrangements with Related Parties

All transactions with related parties were on an arms length basis and not material. Therefore, disclosure in Form AOC-2 is not applicable. The policy on materiality of related party transactions is available on the Companys website.

23. Particulars of Loans, Guarantees or Investments under Section 186

The particulars of the loan given are provided in Note 40 to the standalone financial statements. The loan was given for business purposes. Particulars of investments made during the year are provided in Note 8.

24. Risk Management

The Board oversees the risk management plan. An Enterprise Risk Management framework is administered by the Senior Management and monitored by the Risk Management Committee. Internal Audit is carried out by Deloitte, and its reports are presented to the Audit Committee. The Company has adopted a Risk Management Policy.

25. Internal Financial Controls

The Company has in place adequate internal financial controls with reference to the financial statements, commensurate with its size and operations. These systems are periodically tested, and no reportable material weakness was observed.

26. Consolidated Financial Statements

The audited consolidated financial statements are provided and form part of the Annual Report.

27. Subsidiary Companies

The Company has the following subsidiaries:

? Alternate Brand Solutions (India) Limited (ABSL) (100% subsidiary)

? Entertainment Network, INC (EN, INC) (100% subsidiary) and its step-down subsidiary Entertainment Network, LLC (EN, LLC)

? Global Entertainment Network Limited (GENL) (49% subsidiary, controlled via shareholding agreement)

? Mirchi Bahrain WLL (100% subsidiary)

A statement containing salient features of the financial statements of the subsidiaries is provided in Form AOC-1.

28. Significant and Material Orders

No significant and material orders were passed by regulators or courts or tribunals impacting the going concern status and the Companys operations.

29. Disclosure under the Sexual Harassment of Women at Workplace Act, 2013

The Company has a Policy for prevention of Sexual Harassment and has complied with the applicable provisions of the Act. An Internal Complaints Committee is in place. Details of complaints are:

? Number of complaints received: 3

? Number of complaints disposed off: 3

? Number of cases pending for more than ninety days: Nil

30. Compliance with the provisions of Maternity Benefit Act, 1961

The Company has complied with all applicable provisions of the Maternity Benefit Act, 1961 during the year.

31. Acknowledgements

Your Directors take this opportunity to express their appreciation to all stakeholders, including members, listeners, advertisers, bankers, regulatory authorities, and employees for their continued support and confidence in the management of the Company.

	For and on behalf of the Board of Directors
	sd/-
	Vineet Jain
	Chairman
Mumbai, 15 May 2026	(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.
www.enil.co.in