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 (hereinafter referred to as the 'Ind AS') as notified by Ministry of Corporate Affairs pursuant to Section 133 of the
Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendments issued
thereafter.

1. Financial Highlights

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

Total income of the Company increased from ' 54,680.91
lakhs during the previous year to ' 56,347.48 lakhs during
the year under review. Profit after 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
after 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 PPL's challenge to the
Copyright Board's order passed in 2010, fixing 2% Net
Advertisement Revenue (NAR) as royalty. In April 2023,
Hon'ble Madras High Court partly allowed PPL's appeal,
setting a higher rate of 2% NAR or ' 660 per needle hour
(whichever is higher) for year 2010-2020. The Company
filed a Special Leave Petition in the Hon'ble Supreme
Court, to appeal against this order, which has been

accepted and is pending for hearing. Meanwhile, PPL filed
contempt proceedings for alleged non-compliance of the
order regarding the payment of disputed royalties. In July
2024, Hon'ble Madras High Court directed the Company to
deposit 50% of projected liability as an interim measure.
The Company appealed this order before the Division
Bench of the same Court. The Division Bench was pleased
to grant an interim stay on the order of the single judge
and is in operation as of date. The Company's appeal was
last listed in October 2024. Next hearing date is yet to be
fixed, however stay granted by Hon'ble 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 shifted 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 one¬
time settlement with any bank or financial institution.

3. Transfer to reserves

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

4. Dividend

Your Directors are pleased to recommend a dividend
@ 20% i.e., ' 2.00 (Rupees two only) per equity share of
' 10/- each for the financial year ended 31 March 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 Company's 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 after deduction of tax at
source.

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

Ý whose names appear as beneficial owners as
at the end of the business hours on Friday, 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

Ý 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 - www.enil.co.in at the url: https://www.enil.
co.in/unclaimed-dividend.php. Calendar for transfer of
unclaimed dividend to IEPF has been stated in the notes to
the Notice convening the AGM. Pursuant to the guidelines
issued by the IEPF Authority, Company Secretary has been
nominated as the Nodal Officer to facilitate the refund of
the claims of the unpaid (unclaimed) dividend (e-mail ID:
mehul.shah@timesgroup.com).

The members whose dividend / shares are/ will be
transferred to the IEPF Authority can claim the same
from IEPF Authority by following the Refund Procedure
as detailed on the website of IEPF Authority: http://www.
iepf.gov.in at http://www.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- www.enil.co.in at the url: https://www.enil.
co.in/unclaimed-dividend.php and also on the website
of IEPF Authority and the same can be accessed through
the link: www.iepf.gov.in.

5. Deposits

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

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

6. Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act,
2013 ('the Act') read with the applicable rules thereto,
Mr. 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 ofDirectors, 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 after undertaking due assessment of
the veracity of the same. In the opinion of the Board of
Directors, all the Independent Directors fulfill the criteria
of independence as provided under the Act, rules made
thereunder, read with the Listing Regulations and that
they are independent of the management.

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

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

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

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

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

Certificate from the Company Secretary in Practice has
been attached with the Report of Corporate Governance,
confirming that none of the directors on the Board of the

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

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

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

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

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

Ý Mr. Yatish Mehrishi: Manager & Chief Executive
Officer

Ý Mr. Sanjay Kumar Ballabh: Chief Financial Officer

Ý Mr. Mehul Shah: EVP Compliance & Company
Secretary

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

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

Evaluation of the performance of the Board, its
Committees and individual directors involved structured
questionnaire-driven discussions that covered a number
of key areas / evaluation criteria including the roles
and responsibilities, size and composition of the Board
and its Committees, meaningful and constructive
contribution and inputs in the meetings, dynamics of the
Board and its Committees and the relationship between
the Board and management. Chairman of the Board of
Directors had meetings with the Independent Directors.
Chairperson of the Nomination & Remuneration
Committee had meetings with the Non- Independent
Directors. Independent Directors, at their Meeting led
by the Chairperson of the Nomination & Remuneration
Committee, reviewed the performance of the Chairman,
Non-Independent Directors and the Board as a whole
in respect of the financial year under review. The
Independent Directors, in the said meeting, also assessed

the quality, quantity and timeliness of flow of information
between the Company management and the Board that
is necessary for the Board to effectively and reasonably
perform their duties. These meetings were intended to
obtain Directors' input on effectiveness of the Board/
Committee processes. The evaluation of the Independent
Directors was conducted by the entire Board of Directors
which included the performance of the Directors and
fulfillment of the independence criteria as specified in
the Listing Regulations and their independence from
the management. In the above evaluation, the Directors
who were subject to evaluation did not participate.
The results of the evaluation were discussed with the
relevant Committees and collectively by the Board as a
whole. Constructive feedback was also obtained on the
contributions of individual Directors.

Formal Annual Evaluation was carried out in compliance
with all the applicable provisions of the Act and the
Listing Regulations. During the Board Evaluation, it
was observed that the Board of Directors, as a whole,
functions as a cohesive and integrated body, contributing
to rich and value-adding discussions. The Board
maintains an optimal balance between operational and
strategic matters and is proactively engaged on key
issues such as talent, strategy, and governance. As part of
the evaluation exercise, the Board also identified specific
areas for further engagement and focus. The Directors
expressed satisfaction with the evaluation outcomes,
which reflected the overall commitment and involvement
of the Board and its Committees with the Company.

8. Board Familiarization Program

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

9. Policy on directors’ appointment and remuneration

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

10. Vigil Mechanism

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

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

11. Audit Committee

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

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

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

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

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

12. CSR Committee

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

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

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

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

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

During the financial year under review, the CSR Committee
met on 3 May 2024.

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

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

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

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

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

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

- the manner of execution of such projects or
programmes;

- the modalities of utilisation of funds and
implementation schedules for the Provided
projects or programmes;

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

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

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

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

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

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

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

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

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

CSR Policy development and implementation:

The CSR Policy is available on the Company's website

at: https://www.enil.co.in at web link: https://www.enil.

co.in/policies-and-code-of-conduct.php

CSR Policy Statement and Annual report on CSR activities

as required under the Companies (Corporate Social

Responsibility Policy) Rules, 2014 have been appended as

Annexure 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:

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

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

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

Ý Mr. Vineet Jain (Non- Executive Director)

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

14. Stakeholders Relationship Committee

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

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

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

Ý Mr. Vineet Jain (Non- Executive Director)

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

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

15. Audit Report

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

16. Auditors

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

17. Secretarial Auditor and report

The Board of Directors had appointed M/s. Hemanshu
Kapadia & Associates, Company Secretaries (C. P. No:
2285), to conduct the Secretarial Audit for the financial
year 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-efficient 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-efficient models.

- Power management enhancement: We
reassessed our power requirements
and upgraded backup power systems at
several additional locations, resulting
in a significant reduction in 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 traffic 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 offline
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 software for its
business activities.

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

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

(c) Foreign exchange earnings and outgo:

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

20. Particulars of Employees

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

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

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

21. Annual Return

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

22. Share Capital & Listing of Securities

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

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

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

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

Ý any sweat equity shares.

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

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

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

23. Management Discussion and Analysis Report

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

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

24. Business Responsibility & Sustainability Report

As per Regulation 34 of the Listing Regulations,
the Company has published a separate Business
Responsibility & Sustainability Report ('BRSR') for the
financial year under review and is attached as Annexure
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 arm's length basis and
not material in nature, therefore disclosure in form AOC-2
is not applicable.

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

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

29. Dividend Distribution Policy

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

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

The Company has adopted a Risk Management Policy
pursuant to the provisions of Section 134 and all other
applicable provisions of the Companies Act, 2013
and Listing Regulations and also established related
procedures to inform Board Members about the risk
assessment and minimization procedures. The Company

has a strong Enterprise Risk Management framework
which is administered by the Senior Management team
and monitored by the Risk Management Committee.
Major risks are identified, and mitigation measures
are put in place, and the same are also reported to
the Audit Committee and Board of Directors along with
the action taken report. The Risk Management Policy
envisages assessment of strategic risks, operational
risks, financial risks, regulatory risks, human resource
risks, technological risks.

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

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

Ý Mr. Vineet Jain (Non-Executive Chairman)

Ý Ms. Sukanya Kripalu (Independent Director)

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

Ý Mr. Yatish Mehrishi (Manager & CEO)

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

32. Internal Financial Controls

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

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

33. Consolidated Financial Statements

In accordance with the Companies Act, 2013 and applicable
accounting standards, the audited consolidated financial

statements are provided and form part of the Annual

Report.

34. Subsidiary Companies

The Company has the following subsidiaries:

Ý Alternate Brand Solutions (India) Limited (ABSL) is
a 100% subsidiary based in India. ABSL recorded
a total income of ' 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 after 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.

Ý Entertainment Network, INC (EN, INC) and a step-
down subsidiary, Entertainment Network, LLC (EN,
LLC) are based in the United States of America. EN,
INC is a 100% subsidiary of the Company. EN, LLC is
the 100% subsidiary of EN, INC. EN, INC recorded a
total consolidated income of ' 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 after 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.

Ý Global Entertainment Network Limited (GENL) is a
company incorporated under the laws of the State
of Qatar, having its registered office in Doha, Qatar.
In March 2021, the Company acquired 49% equity
of GENL. The remaining 51% of the equity stake is
owned by another company (Marhaba FM). Basis the
shareholding agreement executed by the Company
with Marhaba FM, the Company has a controlling
interest in GENL. As a result, the investment made in
GENL is treated as an investment in a subsidiary as
per Ind AS 110- Consolidated Financial Statements.
GENL recorded a total income of ' 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 after 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.

Ý Mirchi Bahrain WLL, based in the Kingdom of
Bahrain, is a 100% subsidiary of the Company. Mirchi
Bahrain WLL became a wholly owned subsidiary
of the Company in April 2021. Mirchi Bahrain WLL
recorded a total income of ' 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 after Tax stood at ' (174.58)

lakhs for the financial year ended 31 March 2025, as
compared to Profit after 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: www.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
Company's website: www.enil.co.in.

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

35. Significant and material order

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

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

Your Company has always believed in providing a safe and
harassment-free workplace for every individual working
in the Company. For building awareness in this area, the
Company has been conducting induction / refresher
programmes on a continuous basis. The Company has
in place a Policy for prevention of Sexual Harassment at
the Workplace in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013, and the Company

has complied with the applicable provisions of the said
Act. Internal Complaints Committee has been set up
to redress the complaints received regarding sexual
harassment. During the financial year under review,
three complaints pertaining to sexual harassment were
reported to the Internal Complaints Committee of the
Company. After 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.

www.enil.co.in