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

1. Financial Results

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

(T in Million)

2. Transfer to Reserves

During the year under review, no amount has been transferred to the Reserves of the Company.

3. Results of operations and the State of Company's affairs

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

4. Operational Highlights

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

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

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

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

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

This improves asset control and ensures accurate
financial records.

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

5. Details of material changes from the end of the
financial year

There have been no material changes and commitments
affecting the financial position of the Company between
the end of the financial year to which the financial
statement relates and date of this Report.

6. Dividend

The Board of Directors of the Company has not
recommended any dividend on equity shares for the year
under review.

The Dividend Distribution Policy of the Company is
available on the Company's website and can be accessed
at: https://dennetworks.com/upload/code conduct/
Dividend%20Distribution%20Policy.pdf

7. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the
year under review, as stipulated under the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), is presented in a separate section, which
forms part of this Annual Report.

8. Utilization of funds raised through preferential
allotment

During the financial year 2018-19, the Company has
allotted on preferential basis 28,14,48,000 equity shares of
^ 72.66 each at a premium of ^ 62.66 per share aggregating
to ^20,450 Million. All proceeds of preferential allotment
have been invested in mutual funds and fixed deposits as
on March 31, 2025, pending utilisation.

9. Consolidated Financial Statement

In accordance with the provisions of the Companies Act,
2013 (“the Act”) and the Listing Regulations read with
Ind AS 110 - Consolidated Financial Statements and Ind
AS 28 - Investments in Associates and Joint Ventures, the
Audited Consolidated Financial Statement forms part of
this Annual Report.

10. Subsidiary, Joint Venture and Associate Companies

During the year under review, companies listed in
Annexure I to this Report have become and/or ceased
to be the subsidiary, joint venture or associate of the
Company.

A statement providing details of performance and salient
features of the financial statements of the subsidiary/
associate companies, as per Section 129(3) of the Act, is
attached herewith and marked as “Annexure II” to this
Report.

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

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

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

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

11. Secretarial Standards

The Company has followed the applicable Secretarial
Standards, with respect to Meetings of the Board of
Directors (SS-1) and General Meetings (SS-2), issued by
the Institute of Company Secretaries of India.

12. Directors' Responsibility Statement

Your Directors state that:

a) in the preparation of the annual accounts for the year
ended March 31, 2025, the applicable accounting
standards read with requirements set out under
Schedule III to the Act have been followed and there
are no material departures from the same;

b) the Directors have selected such accounting policies
and applied them consistently and made judgements
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company as at March 31, 2025 and of the profit of the
Company for the year ended on that date;

c) the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d) the Directors have prepared the annual accounts on a
going concern' basis;

e) the Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and are
operating effectively; and

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

13. Corporate Governance

The Company is committed to maintain the highest
standards of Corporate Governance and adheres to
the Corporate Governance requirements set out by the
Securities and Exchange Board of India. The Company
has also implemented several best governance practices.
The Corporate Governance Report as stipulated under
the Listing Regulations forms part of this Annual Report.
Certificate from the Secretarial Auditor of the Company
confirming compliance with the conditions of Corporate
Governance is attached to the Corporate Governance
Report.

14. Business Responsibility and Sustainability Report

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

15. Contracts or arrangements with Related Parties

During the year under review:

(a) all contracts / arrangements / transactions entered
by the Company with related parties were in the
ordinary course of business and on arm's length basis.

(b) contracts/arrangements/ transactions which were
material, were entered into with related parties
in accordance with the policy of the Company on
Materiality of Related Party Transactions and on
dealing with Related Party Transactions.

Details of contracts/arrangements/ transactions with
related party which are required to be reported in Form
No. AoC-2 in terms of Section 134(3)(h) read with
Section 188 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014 are annexed herewith and marked
as Annexure Ill to this Report.

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

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

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

16. Corporate Social Responsibility (CSR)

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

The CSR policy sets out the guiding principles for the CSR
Committee, inter-alia, in relation to the activities to be
undertaken by the Company, as per Schedule VII to the
Act, CSR Governance and implementation and monitoring
of CSR activities.

The key philosophy of the CSR initiative of the Company
is to promote development through social and economic
transformation.

The Company has, inter-alia, identified following areas in
which it may engage for its CSR activities:

• Affordable healthcare solutions;

• Rural transformation;

• Access to quality education;

• Promotion of sports;

• Community developments;

• Environmental sustainability; and

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

During the year, the Company has spent ^ 31.00 million
(2.02% of the average net profits of the immediately
preceding three financial years), towards identified and
approved CSR initiatives covered under Schedule VII to
the Act.

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

17. Risk Management

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

Further details on the risk management activities, key
risks identified and their mitigations are covered in
Management Discussion and Analysis Report, which
forms part of the Annual Report.

18. Internal Finaneial Controls

Internal Financial Controls are an integral part of the
risk management framework and process that address
financial and financial reporting risks. The key internal
financial controls have been documented, automated
wherever possible and embedded in the business process.
The Company has in place adequate internal financial
controls with reference to Financial Statement.

Assurance on the effectiveness of internal financial
controls is obtained through management reviews
and self-assessment, continuous control monitoring
by functional experts as well as testing of the internal
financial control systems by the Statutory Auditors and
Internal Auditors during the course of their audits.

The Company believes that these systems provide
reasonabl assurance that the Company's internal financial
controls are adequate and operating effectively as
intended.

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

19. Directors and Key Managerial Personnel

In accordance with the provisions of the Act and the
Articles of Association of the Company, Mr. Sameer
Manchanda (DIN: 00015459) and Mr. Saurabh Sancheti
(DIN: 08349457), Directors of the Company, retire
by rotation at the ensuing Annual General Meeting.
The Board of Directors of the Company, based on the
recommendation of the Nomination and Remuneration
Committee, has recommended their re-appointment.

The Company has received declarations from all the
Independent Directors of the Company confirming that:

(a) they meet the criteria of independence prescribed
under the Act and the Listing Regulations; and

(b) they have registered their names in the independent
directors' databank.

The Company has inter alia, following policies:

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

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

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

The Policy for selection of Directors and determining
Directors' independence sets out the guiding principles
for the Nomination and Remuneration Committee for
identifying persons who are qualified to become Directors
and to determine the independence of Directors, while
considering their appointment as independent directors
of the Company. The said Policy also provides for the
factors in evaluating the suitability of Individual Board
Members with diverse background and experience that
are relevant for the Company's operations.

The Company's Remuneration Policy for Directors, Key
Managerial Personnel and other employees sets out the
guiding principles for the Nomination and Remuneration
Committee for recommending to the Board, the
remuneration of the Directors, Key Managerial Personnel
and other employees of the Company.

20. Performance Evaluation

The Company has a policy for performance evaluation
of the Board, Committees and other individual Directors
(including Independent Directors) which includes criteria
for performance evaluation of Directors.

In accordance with the manner of evaluation specified by
the Nomination and Remuneration Committee, the Board
carried out annual performance evaluation of the Board,
its Committees and Individual Directors. The Independent
Directors carried out annual performance evaluation
of the Chairman, the non-independent directors and
the Board as a whole. The Chairman of the respective
Committees shared the report on evaluation with the
respective Committee members. The performance of each
Committee was evaluated by the Board, based on the
report of evaluation received from respective Committees.

21. Auditors and Auditors' Report

• Statutory Auditors

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

The Auditors' Report does not contain any
qualification, reservation, adverse remark or
disclaimer. The Notes to the Financial Statements
referred to in the Auditors' Report are self-explanatory
and do not call for any further comments.

• Secretarial Auditor

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

In accordance with the provisions of Section 204
of the Act read with Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
and Regulation 24A of the Listing Regulations, the
Board has recommended to the Members of the
Company the appointment of Mr. Neelesh Kumar
Jain, Practicing Company Secretary, Proprioter of
NKJ & Associates, (Certificate of Practice No. 5233),
as the Secretarial Auditor of the Company for a term
of 5 (five) consecutive financial years, commencing
from the financial year 2025-26 to the financial year
2029-30 to conduct Secretarial Audit of the Company.
He has confirmed his eligibility and qualification
required under the Act and the Listing Regulations
for holding the office, as the Secretarial Auditor of the
Company .

• Cost Auditors

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

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

22. Disclosures
Meetings of the Board

Four meetings of the Board of Directors were held
during the year. The particulars of the meetings held and
attendance of each Director are detailed in the Corporate
Governance Report forming part of this Annual Report.

Committees

The composition of the Committees as on March 31, 2025
is as under:

• Audit Committee

The Audit Committee comprises Mr. Rajendra
Dwarkadas Hingwala (Chairman), Mr. Saurabh
Sancheti, Mr. Rahul Yogendra Dutt and Ms. Naina
Krishna Murthy.

During the year under review, all the recommendations
made by the Audit Committee were accepted by the
Board.

• Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee
comprises Mr. Rajendra Dwarkadas Hingwala
(Chairman), Mr. Sameer Manchanda and Ms. Naina
Krishna Murthy.

• Nomination and Remuneration Committee

The Nomination and Remuneration Committee
comprises Mr. Rajendra Dwarkadas Hingwala
(Chairman), Mr. Sameer Manchanda and Ms. Naina
Krishna Murthy.

• Stakeholders' Relationship Committee

The Stakeholders' Relationship Committee comprises
Mr. Rajendra Dwarkadas Hingwala (Chairman), Mr.
Sameer Manchanda and Ms. Naina Krishna Murthy.

• Risk Management Committee

The Risk Management Committee comprises Mr.
Rajendra Dwarkadas Hingwala (Chairman), Mr.
Sameer Manchanda, Mr. Saurabh Sancheti and Ms.
Naina Krishna Murthy.

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

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

24. Vigil Mechanism and Whistle-blower Policy

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

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

The Vigil Mechanism and Whistle-blower Policy can be
accessed at:https://dennetworks.com/upload/code
conduct/Whistle%20Blower%20Policy-DEN.pdf

During the year under review, no Protected Disclosure
concerning any reportable matter in accordance with
the Vigil Mechanism and Whistle-blower Policy of the
Company was received by the Company.

25. Prevention of sexual harassment at workplace

In accordance with the requirements of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013 (“POSH Act”) and
the Rules made thereunder, the Company has in place a
policy which mandates no tolerance against any conduct
amounting to sexual harassment of women at workplace.
The Company has an Internal Complaints Committee to
redress and resolve any complaints arising under the POSH
Act. Training / awareness programme were conducted
during the year to create sensitivity towards ensuring a
respectable workplace. There were no cases/complaints
filed during the year under review under POSH Act and no
such complaint was outstanding as on March 31, 2025.

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

The particulars relating to conservation of energy,
technology absorption, foreign exchange earnings and
outgo, as required to be disclosed under the Act, is annexed
herewith and marked as Annexure VI to this Report.

27. Annual Return

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

28. Particulars of Employees and related disclosures

In terms ofthe provisions of Section 197(12) ofthe Act read
with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
a statement showing the names of top ten employees
in terms of remuneration drawn and names and other
particulars of the employees drawing remuneration in
excess of the limits set out in the said Rules, forms part of
this Report.

Disclosures relating to remuneration and other details as
required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 forms part of this
Report.

Having regard to the provisions of the second proviso
to Section 136(1) of the Act and as advised, the Annual
Report excluding the aforesaid information is being sent
to the members of the Company. Any member interested
in obtaining such information may address their e-mail to
investorrelations@denonHne.in

29. General

Your Directors state that no disclosure or reporting is

required in respect of the following matters as there

were no transactions or applicability pertaining to these

matters during the year under review:

I. Details relating to deposits covered under Chapter V
of the Act.

II. Issue of equity shares with differential rights as to
dividend, voting or otherwise.

III. Issue of sweat equity shares to the employees or
directors of the Company. The Company does not
have any Employees' Stock Options Scheme.

IV. Provisions of Section 197(14) of the Act relating
to receipt of remuneration or commission by the
managing director or whole-time director from
holding company or subsidiary company. The
Company does not have any managing director or
whole-time director.

V. No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the
going concern status and Company's operations in
future.

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

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

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

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

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

Acknowledgement

The Board of Directors wish to place on record its deep
sense of appreciation for the committed services by all
the employees of the Company. The Board of Directors
would also like to express their sincere appreciation
for the assistance and co-operation received from the
financial institutions, banks, government and regulatory
authorities, stock exchanges, depositories, business
partners, customers, vendors and members during the
year under review.

For and on behalf of the Board of Directors

Sameer Manchanda

Chairman & Non-Executive Director
DIN: 00015459

Date: April 23, 2025