TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount of profit for FY 2025-26 in the retained earnings.

SHARE CAPITAL

As on March 31, 2026, the issued, subscribed and paid-up equity share capital of the Company is Rs. 1,782.46 million comprising 17,82,45,926 equity shares of Rs. 10/- each.

During FY 2025-26, the issued, subscribed and paid- up equity share capital increased from Rs. 1,781.92 million comprising 17,81,92,149 equity shares to Rs. 1,782.46 million comprising 17,82,45,926 equity shares of Rs. 10/- each, pursuant to the allotment of 20,769 equity shares of Rs. 10/- each under D.B. Corp Limited - Employees Stock Option Scheme - 2011 (‘DbCl ESOS - 2011') and 33,008 equity shares of Rs. 10/- each under D.B. Corp Limited - Employees Stock Option Scheme - 2021 (‘DBCL ESOS - 2021').

EMPLOYEE STOCK OPTION SCHEMES

The Company grants share-based benefits to eligible employees with a view to attract and retain the best talent, encouraging employees to align individual performances with Company's objectives and promoting participation by them in the growth of the Company.

Considering the value addition in the growth of the Company by employees through their past performances, the Company formulated and administers the DbCL ESOS - 2011 Scheme and DBCL ESOS - 2021 Scheme under which options are granted in various tranches to reward the employees and motivate them for future growth and profitability.

The Compensation Committee of the Board of Directors has been constituted in accordance with the erstwhile SEBI (Share Based Employee Benefits) Regulations, 2014, inter alia to, administer and monitor the Employee Stock Option Schemes. There has been no change in the DBCL ESOS - 2011 Scheme and DBCL ESOS - 2021 Scheme during the financial year under review.

During the financial year 2025-26, no stock options were granted to any employees of the Company and no employee has been issued stock options during the year equal to or exceeding 1% of the issued share capital of the Company at the time of grant.

Certificates from the Secretarial Auditor viz. Makarand M. Joshi & Co., Company Secretaries have been obtained by the Company certifying that the Employee Stock Option Schemes i.e. DBcL ESOS - 2011 Scheme and DBCL ESOS - 2021 Scheme in vogue have been implemented in accordance with the SEBI SBEBSE Regulations and the respective special resolution passed by the members of the Company. The said certificates will be open for inspection at the ensuing Annual General Meeting of the Company and are also annexed herewith as ‘Annexure B1 and Annexure B2' and form part of the Board's Report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has two subsidiaries as on the date of this report viz. DB Infomedia Private Limited (wholly- owned subsidiary) and I Media Corp Limited (step-down subsidiary). There are no associate companies or joint venture companies within the meaning of Section 2(6) of the Act.

The Company has prepared the Consolidated Financial Statements of the Company and of both the subsidiaries viz. DB Infomedia Private Limited and I Media Corp Limited, in the form and manner as that of its own, duly audited by M/s. Price Waterhouse Chartered Accountants LLP and M/s. Gupta Mittal & Co., Joint Statutory Auditors in compliance with the applicable provisions of the Act, accounting standards and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations'), as amended from time to time.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the Financial Statements of the subsidiaries in Form AOC-1 is attached to the Consolidated Financial Statements of the Company and forms part of the Annual Report.

• DB Infomedia Private Limited (‘DBIPL')

During the financial year ended March 31, 2026, DBIPL could achieve a total income of Rs. 5.74 million as against Rs. 9.96 million for the previous financial year. DBIPL reported a net profit of Rs. 0.78 million for FY 2025-26 as against Rs. 1.14 million for FY 2024-25.

Although the financial performance during the year witnessed a moderation compared to the previous year, DBIPL continued to remain profitable and maintained operational stability during a challenging business environment. DBIPL remains focused on strengthening business operations, improving efficiencies and exploring growth opportunities to enhance performance in the coming years.

• I Media Corp Limited (‘IMCL')

During the financial year ended March 31, 2026, total income of IMCL stands at Rs. 1.04 million as against Rs. 1.00 million for the previous financial year. IMCL reported a net profit of Rs. 0.50 million for Fy 2025-26 as against Rs. 0.54 million for FY 2024-25.

IMCL continued to maintain stable financial performance during the year with a marginal growth in total income. Despite slight moderation in profitability, IMCL remained profitable and maintained a good financial position during the year.

Both DBIPL and IMCL continued to remain profitable during the year and contributed positively to the financial performance of the Company. However, their contribution to the overall financial performance of the Company was not significant considering the scale of operations of the Company.

During the year under review, no company has become or ceased to be subsidiary, joint venture or associate of your Company.

CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of business and operations of the Company during the year under review.

CREDIT RATING

The Company has obtained Credit Rating for its bank facilities from CARE Ratings Limited which is determined on the basis of recent developments including operational and financial performance of the Company. CARE Ratings Limited has the right to undertake surveillance / review of the rating from time to time based on circumstances warranting

such review subject to at least one such surveillance / review every year.

During the year under review, on September 1, 2025, CARE Ratings Limited has reaffirmed the ratings assigned earlier viz. ‘CARE AA+; Stable (Double A Plus; Outlook: Stable)' for Fund based long-term bank facilities and CARE AA+; Stable/CARE A1+ (Double A Plus; Outlook: Stable / A One Plus) for Non-fund based long-term/short-term bank facilities.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees given or security provided or acquisition of securities in terms of Section 186 of the Act have been provided in the Financial Statements of the Company under Note 7, 8 and 9 of the Standalone Financial Statements, form part of the Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year under review were on an arm's length basis and in the ordinary course of business and in compliance with the applicable provisions of the Act and SEBI Listing Regulations. There were no material related party transactions entered by the Company during the year under review that required Members' approval. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable for the financial year 2025-26.

All transactions with related parties are placed before the Audit Committee for its approval. Before the commencement of every financial year, an omnibus approval from Audit Committee is obtained for related party transactions which are repetitive in nature. The Audit Committee review all transactions entered into pursuant to the omnibus approval so granted, on a quarterly basis. In accordance with the Act and SEBI Listing Regulations, your Company has formulated a ‘Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions' (‘the Policy'). The Policy deals with identification of related parties, approval mechanisms for related party transactions, ratification of related party transactions, etc.

The details of the transactions with Related Parties are provided in the Financial Statements of the Company under Note 35 of the Standalone Financial Statements and form part of the Annual Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

0 Appointment / re-appointment / cessation of Director:

During the year under review, no appointment/re- appointment was made on the Board of the Company.

Ms. Anupriya Acharya (DIN: 00355782) resigned from the position of Independent Director of the Company with effect from the closure of business hours on May 15, 2025 due to her preoccupation and other professional commitments. The Board placed on record its appreciation for the valuable services rendered by Ms. Anupriya Acharya, during her tenure as Independent Director of the Company.

0 Retirement by rotation / Change in terms of appointment:

Pursuant to Section 152 of the Act and the Articles of Association of the Company, Mr. Pawan Agarwal (DIN: 00465092) Director is liable to retire by rotation at the ensuing 30^th Annual General Meeting and being eligible has offered himself for re-appointment. He has confirmed that he is not disqualified from being appointed as a Director in terms of Section 164 (1) and (2) of the Act. Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors recommend his re-appointment as Director of the Company, liable to retire by rotation.

The brief resume and other information/details of Mr. Pawan Agarwal as required under Regulation 36(3) of the SEBI Listing Regulations and Clause 1.2.5 of the Secretarial Standard on General Meetings (‘SS-2') is given in the Notice of the ensuing 30^th Annual General Meeting.

0 Resignation of Independent Director:

During the year under review, Ms. Anupriya Acharya (DIN: 00355782) resigned from the position of Independent Director of the Company with effect from the closure of business hours on May 15, 2025 due to her preoccupation and other professional commitments. The Board placed on record its appreciation for the valuable services rendered by Ms. Anupriya Acharya, during her tenure as Independent Director of the Company.

Other than Ms. Anupriya Acharya, none of the Independent Directors of the Company had resigned before the expiry of their respective tenure.

0 Declaration by Directors:

All the Directors of the Company have confirmed that they are not disqualified from being appointed / continuing as Directors in terms of Section 164 (1)

and (2) of the Act read with Rules made thereunder or debarred from holding the office of Director by virtue of any order of Securities and Exchange Board of India (‘SEBI') or any other such authority.

0 Declaration by Independent Directors:

All the Independent Directors of the Company namely, Mr. Santosh Desai (DIN: 01237902), Ms. Paulomi Dhawan (DIN: 01574580) and Mr. Runit Shah (DIN: 00064657) have given their respective declaration under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations and have confirmed that they fulfil the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and have also 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 judgement and without any external influence. They have also confirmed compliance with the provisions of sub-rules (1) and (2) of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 with respect to inclusion of their name in the data bank of the Indian Institute of Corporate Affairs ("IICA") and hold a valid registration.

Further, the Board after taking these declarations on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant proficiency, expertise and experience and fulfil the criteria to qualify as Independent Director of the Company and are independent of the management of the Company.

0 Key Managerial Personnel:

During the year under review, there was no change in the key managerial personnel of the Company.

Pursuant to Section 203 of the Act, Mr. Sudhir Agarwal, Managing Director, Mr. Pawan Agarwal, Deputy Managing Director, Mr. Lalit Jain, Chief Financial Officer and Mr. Om Prakash Pandey, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

BOARD EVALUATION

Pursuant to the provisions of the Act, SEBI Listing Regulations and Guidance Note on Board Evaluation prescribed by SEBI, the Board in its meeting held on May 11, 2026, had conducted the annual performance evaluation of its own, its Committees and individual Directors including Independent Directors. The process of performance evaluation was conducted through an online performance evaluation form covering various aspects of the Board's functioning such as structure of the Board and its Committees, Directors strengths and contribution etc. Qualitative comments and suggestions of Directors were taken into consideration. The criteria for the performance evaluation and the way in which the annual performance evaluation done is given in the Corporate Governance Report, forms part of the Annual Report. The Board of Directors expressed complete satisfaction over the results of evaluation.

MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, four (4) meetings of the Board were convened and the gap between two consecutive meetings of the Board was not more than 120 days as per the requirements of the Act, SEBI Listing Regulations and Secretarial Standards on Meetings of the Board of Directors (‘SS-1') issued by the Institute of the Company Secretaries of India.

The composition of the Board and other details relating to the Board meetings is provided in the Corporate Governance Report, forms part of the Annual Report.

COMMITTEES OF THE BOARD

As on March 31, 2026, the Board has seven committees, viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, Compensation Committee, Risk Management Committee and Executive Committee.

The composition of above Committees, number of meetings held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report, forms part of the Annual Report.

During the year under review, all the recommendations of the above Committees were accepted by the Board of Directors.

AWARDS AND ACCOLADES

Your Company was honoured with the prestigious Golden Peacock Award as Winner in the CSR category. The Company won Gold at Brand Storyz by Afaqs! for best use of User-Generated Content for its campaign No Negative Monday.

At the Indian Marketing Awards, 2025 organised by Exchange4Media, the Company won Silver for Jeeto 14 Crore campaign in the customer experience category and Bronze for Vastradan campaign in the Not-for-Profit/CSR category.

MY FM shined at the Radio and Music India Audio Summit, 2025 by winning 8 honors. Highlights include MY FM ke Rangrezz winning for both ROI effectiveness and Best Client Activation, while Ved ka Wittypedia and Chandni Raatein with RJ Teena were named Best Evening and Late- Night Shows. Other wins include Best 360? Client Solution for Honda BigWing, Best CSR Initiative for Connections Cafe, Best In-House Ad for Jal Shakti and Best On-Ground Initiative for the MY FM Gaddha Concert.

At the ACEF Global Customer Engagement Awards, MY FM secured two Gold trophies - one for Rangrezz for effective Measurable Impact on Brand Awareness and another for D Negative for successful use of CSR Activity.

At the international level, the campaign Ek Ped Ek Zindagi won the award for Best Community Service Project at Asian Media Awards organised by WAN-IFRA, for its meaningful contribution towards environmental and social responsibility. The Company also won Silver for Corporate Social Crusader of the Year at IAA Olive Crown Awards, 2026 for campaigns including Ek Ped Ek Zindagi, Mitti ke Ganesh, Sarthak Diwali, Vastradaan and Save Birds.

Further, two journalists from your Company were honoured with the Ramnath Goenka Awards for Excellence in Journalism 2026 for their courageous and impactful reporting.

STATUTORY AUDITORS AND AUDITOR'S REPORT

In terms of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at 26^th Annual General Meeting (AGM) held on September 20, 2022 had approved the re-appointment of M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No.: 012754N/N500016) and M/s. Gupta Mittal & Co. (Firm Registration No.: 009973C) as the Joint Statutory Auditors of the Company for the second term of 5 consecutive years commencing from the conclusion of the 26^th Annual General Meeting till the conclusion of the 31^st Annual General Meeting to be held in the year 2027.

The Joint Statutory Auditors are not disqualified from continuing as Statutory Auditors of the Company and hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountant of India.

The Auditor's Reports given by M/s. Price Waterhouse Chartered Accountants LLP and M/s. Gupta Mittal & Co., Joint Statutory Auditors on the Standalone and Consolidated Financial Statements of the Company for the financial year 2025-26, form part of the Annual Report. The Auditor's Reports does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL AUDITORS, SECRETARIAL AUDIT REPORT AND SECRETARIAL COMPLIANCE REPORT

Secretarial Audit Report:

In terms of Regulation 24A(1) of the SEBI Listing Regulations read with Section 204 of the Act and Rules

made thereunder, the members of the Company at 29^th Annual General Meeting (AGM) held on September 2, 2025 had approved the appointment of M/s. Makarand M. Joshi & Co., Company Secretaries (Firm Registration No.: P2009MH007000) as Secretarial Auditors of the Company to carry out secretarial audit for a term of five (5) consecutive financial years, commencing from April 1, 2025 to March 31, 2030.

M/s. Makarand M. Joshi & Co., Company Secretaries are not disqualified from continuing as Secretarial Auditors of the Company and hold a valid certificate of peer review issued by the Institute of Company Secretaries of India.

M/s. Makarand M. Joshi & Co., Company Secretaries had conducted the secretarial audit of the Company for the financial year ended March 31, 2026. The Secretarial Audit Report for the financial year ended March 31, 2026 does not contain any qualification, reservation, adverse remark or disclaimer. The said Report is annexed herewith as ‘Annexure C' and forms part of the Board's Report.

Secretarial Compliance Report:

In terms of Regulation 24A(2) of the SEBI Listing Regulations, every listed entity has to submit a Secretarial Compliance Report in such form as specified to Stock Exchanges within sixty days from end of each financial year.

The said Secretarial Compliance Report for financial year 2025-26 has been submitted by the Company to the Stock Exchanges within the prescribed time limit. There is no qualification, reservation, adverse remark or disclaimer in the Secretarial Compliance Report.

COST ACCOUNTS AND COST AUDITORS

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the cost accounting records/statements maintained by the Company in respect of its Radio business are required to be audited by a Cost Auditor.

The Board of Directors on recommendation of the Audit Committee have re-appointed M/s. K. G. Goyal & Associates, Cost Accountants (Firm Registration No.: 000024) as Cost Auditors of the Company for the financial year 2026-27 at a remuneration of Rs. 33,000 p.a. plus applicable taxes and out of pocket expenses. M/s. K. G. Goyal & Associates, Cost Auditors have confirmed that their appointment is within the limits prescribed under section 141 (3)(g) of the Act and they are free from any disqualifications specified inter-alia under section 141 read with section 148 of the Act.

As per the provisions of the Act, the remuneration payable to the Cost Auditors is required to be ratified by the shareholders. Accordingly, a resolution seeking members' approval for ratification of the remuneration payable to M/s. K. G. Goyal & Associates, Cost Auditors is provided in the Notice of the ensuing 30^th Annual General Meeting.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors have not reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee or Board of Directors of the Company as mandate under Section 143(12) of the Act. Further, the Cost Auditors and Secretarial Auditors have also not reported any instance of fraud committed in the Company by its officers or employees to the Audit Committee or Board of Directors of the Company.

INVESTOR EDUCATION AND PROTECTION FUND

In terms of the provisions of Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘ I EPF Rules'), the Company is required to transfer unpaid or unclaimed dividends which remain as such for a period of seven years to Investors Education and Protection Fund (‘IEPF'). Further, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more, are also required to transfer to IEPF. During the year under review, your Company has transferred an amount of Rs. 1,04,547/- being the unclaimed/unpaid dividend of the Company in respect of Final Dividend for FY 2017-18 and Interim Dividend for FY 2018-19 to the IEPF. Further, 2,262 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, were also transferred to IEPF.

During the year under review, the Company has remitted Rs. 49,774/- as dividend in respect of shares which were transferred to and held by the IEPF in accordance with Section 125 of the Act and Rules made thereunder.

The shares and dividends which have been previously transferred to IEPF can be claimed by filing an online application in prescribed form to the IEPF Authority.

The due dates for transfer of unpaid or unclaimed dividend to IEPF in respect of various dividend accounts of the Company are provided in the Report on Corporate Governance forming part of the Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, there were no significant or material orders passed by the Regulators or Courts or Tribunals impacting the ‘going concern status' of the Company and its future operations.

CORPORATE SOCIAL RESPONSIBILITY (‘CSR')

As a socially responsible corporate citizen, your Company has been persistently exploring novel opportunities and possibilities in the form of sustainable programmes or

projects for its CSR activities in order to create larger social impact and positive changes in the society.

During the financial year 2025-26, pursuant to Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, Schedule VII of the Act and CSR Policy, your Company has undertaken CSR activities in the fields of animal welfare, eradicating hunger, poverty and malnutrition, promoting education, promoting health care, protection of flora & fauna and protection of national heritage, art and culture, thereby, helping in the upliftment of the underprivileged and disadvantaged section of the society and focus on social issues. All the CSR activities are aligned to the requirements of the Act and as per CSR Policy of the Company. The Annual Report on the CSR activities in prescribed format is annexed herewith as ‘Annexure D' and forms part of the Board's Report.

The Company has adopted and amended its CSR Policy in line with the provisions of Section 135 of the Act and Rules made thereunder or as warranted, from time to time. During the year under review, the Board has amended the CSR Policy to streamline the CSR Committee's scope, specifically transferring the broader review of environmental, social and governance (ESG) initiatives to other most relevant Committee of the Board to ensure unified corporate oversight and due to re-constitution of the CSR Committee.

PUBLIC DEPOSITS

During the year under review and also in past, your Company has not accepted or invited any deposits from the public within the meaning of Chapter V of the Act and applicable Rules made thereunder. Hence, no disclosure in term of Section 134 and Rules made thereunder.

LOAN FROM DIRECTOR OR DIRECTOR'S RELATIVES

During the year under review, your Company has not taken any loan from its Directors or their relatives.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with Regulation 34 read with Schedule V of the SEBI Listing Regulations, the Annual Report of a listed entity shall contain the Management Discussion and Analysis Report as a part of Board's Report or as an addition thereto. Accordingly, the Management Discussion and Analysis Report is given separately and forms part of the Annual Report.

REPORT ON CORPORATE GOVERNANCE

A separate Report on Corporate Governance as prescribed under the SEBI Listing Regulations, together with a certificate

from the Statutory Auditors confirming compliance with the conditions of corporate governance as stipulated in SEBI Listing Regulations forms part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility and Sustainability Report (‘BRSR') as required under Regulation 34(2)(f) of the SEBI Listing Regulations forms part of the Annual Report.

Further, the requirement of obtaining assessment or assurance of the BRSR Core, as prescribed under SEBI Master Circular HO/49/14/14(7)2025-CFDPOD2/I/3762/2026 dated January 30, 2026 is not applicable to the Company for FY 2025-26.

ANNUAL RETURN

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY

Your Company has deployed a vigorous Internal controls and Audit mechanism to facilitate an accurate and fair presentation of its financial results. A detailed section on the Company's internal financial controls with reference to Financial Statements and its adequacy is a part of the Management Discussion and Analysis Report which forms part of the Annual Report.

INTERNAL COMPLAINT COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a safe and conducive work environment to all of its employees. In line with this, your Company has in place a policy for prevention of sexual harassment at workplace as per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH') and Rules made thereunder. Further, the Policy also gives shelter to woman trainees and retainers. In line with the requirements of the said Act, an Internal Complaints Committee (‘ICC') has been set up to redress the complaints received regarding sexual harassment at workplace.

As per Section 134 of the Act and Rules made thereunder, the details of complaints under POSH for the year ended March 31, 2026 is as under:

(i) number of complaints of sexual harassment received in the year: Nil

(ii) number of complaints disposed off during the year: Nil

(iii) number of cases pending for more than ninety days: Nil

DISCLOSURE ON COMPLIANCE WITH THE PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961

During the year under review, your Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 related to providing maternity benefits to female employees.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

RISK MANAGEMENT

The Company recognises that risk is an integral and inevitable part of business and is fully committed to manage the risks in a proactive and efficient manner. The Company has a disciplined process for continuously assessing risks in the internal and external environment along with minimising the impact of risks.

The Company has adopted and amended the Risk Management Policy in line with the provisions of Regulation 22 of the SEBI Listing Regulations and applicable provisions of the Act and Rules made thereunder, or as warranted, from time to time. Your Company is very keen on identifying, evaluating and managing significant risks faced by the Company and it prioritises relevant action plans in order to mitigate such risks. This is primarily the responsibility of the Risk Management Committee which is carried out through discussing and reviewing the management submissions on risks, evaluating key risks and approving action plans to mitigate such risks. Risk management framework is reviewed periodically by the Risk Management Committee.

The development and implementation of Risk Management Policy has been covered in the Corporate Governance Report, which forms part of the Annual Report.

POLICY ON NOMINATION AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Nomination and Remuneration Committee (‘NRC') of the Board of Directors of the Company leads the process for Directors appointment in accordance with the requirements of the Act, the SEBI Listing Regulations and other applicable laws. As per the Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and other employees (‘Nomination & Remuneration Policy'), all the Board level appointments are considered based on meritocracy. The potential candidates for appointment at the Board level are, inter alia, evaluated on the basis of highest level of personal and professional ethics, standing, integrity, values and character, professional skill, knowledge and expertise, financial literacy and such other competencies and skills as may be considered necessary. In addition to the above, the candidature of an Independent Director is also evaluated in terms of the criteria for determining independence as stipulated under the Act and SEBI Listing Regulations.

HUMAN RESOURCES

A detailed section on the Company's Human Resource development is a part of the Management Discussion and Analysis Report, forms part of the Annual Report.

PARTICULARS OF REMUNERATION

Disclosure with respect to the remuneration of directors and employees as required under Section 197(12) of the Act read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as ‘Annexure E' and forms part of the Board's Report.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Details as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are as under:

• Conservation of Energy:

1. Steps taken or impact on conservation of energy:

(a) Individual monitoring of every location's electrical panels power factor was done by internal maintenance team to avoid power factor penalties and maximize rebate/ savings.

(b) Converted press drive systems from Analog to Digital drives for accurate speed control and steady production.

(c) Replaced conventional Lights with LED energy efficient lights across the locations.

2. Steps taken by the Company for utilising alternate sources of energy:

(a) Investment of Rs. 22.96 million was made during FY 2025-26 at the following locations for installation/capacity enhancement of Solar PV plants.