DIRECTORS' REPORT

The Board of Directors of D.B. Corp Limited (hereinafter
referred as ‘Company’ / ‘DBCL’) is pleased to present
the 30^th Annual Report along with the Audited Standalone
and Consolidated Financial Statements (‘Audited Financial
Statements’) for the financial year ended March 31, 2026
(‘FY 2025-26’).

During the year under review, the Company continued
to deliver steady performance across its businesses.
Print continued to demonstrate resilience with sustained
advertising demand and stable circulation, reinforcing
our confidence in the medium’s relevance and strength
in our key markets. The Print business maintained
strong momentum led by an improved overall advertiser
sentiment. Advertising demand remained strong across
key sectors such as education, real estate, healthcare,
automobile and government, supported by improving
consumption trends.

Your Company remained focused on disciplined cost
management and operational efficiencies during the year,
which supported stable operating performance and healthy
margins despite volatility in newsprint prices, higher raw
material costs and foreign exchange movements. The
Company also continued its emphasis on circulation
growth, reader engagement initiatives and strengthening its
market position across core markets.

Editorial excellence, hyperlocal relevance and responsible
journalism continued to remain central to the Company’s
relationship with its readers. Your Company continued
to strengthen its integrated "phygital” presence through
investments in digital capabilities, technology platforms
and high-quality content offerings. The Digital business
continues to be a key growth driver for the Company, with
a strong momentum in user engagement and content
consumption. Monthly Active Users (MAUs) stood around
20 million as of March 2026, reflecting sustained growth
and strong consumer traction. The Radio business, MY
FM, remained focused on enhancing listener engagement
through innovative and locally relevant content offerings.
Looking ahead, your Company remains optimistic about
the opportunities across print, digital and radio businesses,
supported by improving consumption trends, growing
aspirations across Tier II and Tier III markets and continued
focus on long-term value creation for all stakeholders.

FINANCIAL PERFORMANCE

The Audited Financial Statements for the FY 2025-26 have
been prepared in accordance with the Indian Accounting
Standards (‘Ind AS’) notified under Section 133 of the
Companies Act, 2013 (‘the Act’) read with the Companies
(Indian Accounting Standards) Rules, 2015 and other relevant
provisions of the Act, as amended from time to time.

The financial performance of the Company for the year ended March 31, 2026, on a Standalone and Consolidated basis
is summarised below:

REVIEW OF PERFORMANCE, OPERATIONAL
HIGHLIGHTS AND FUTURE OUTLOOK

As per FICCI E&Y Media & Entertainment (‘M&E’) Sector
Report released in March, 2026, the Indian media &

entertainment sector grew 9% in 2025 to reach ' 2.78
trillion, exceeding India’s nominal GDP per-capita growth
of 7.7%. Despite global declines, print remained resilient in
India. Advertising revenues rose 2% in 2025, especially in
premium formats for affluent metro and non-metro readers.

The print segment remained largely stable and is estimated
at ' 259 billion in 2025. While the advertising revenues grew
by 2%, circulation revenues declined by 1% in 2025. Print
continued to be the go-to medium for reaching affluent,
decision-making audiences and was used by premium
categories such as auto, real estate, education, BFSI and
retail, particularly for launches and high-impact campaigns.
Hindi remained the largest contributor to newspaper
advertising volumes, accounting 37% of total ad volumes,
reflecting its wide reach across markets. (Source: FICCI
E&Y Media & Entertainment Sector Report, March 2026)

For your Company, the advertisement revenue stood at
' 16,918 million in FY 2025-26 as against ' 16,899 million
in the financial year 2024-25. The circulation revenue stood
at ' 4,751 million in FY 2025-26 as against ' 4,734 million
in the financial year 2024-25.

Newsprint prices saw some increase due to supply
disruptions on account of global geopolitical tensions,
higher raw material costs and foreign exchange movements.
However, your Company anticipates that this is a temporary
disruption for couple of upcoming months.

Digital continues to be a key focus area and an important pillar
of the Company’s long-term growth strategy. Our sustained
investments in high-quality content, superior user experience,
technology capabilities and talent have enabled us to
build a highly engaged and loyal user base, driving strong
momentum in user engagement and content consumption.
The Digital business continued to witness healthy growth
during the year. Monthly Active Users (MAUs) stood around
20 million as of March 2026. Dainik Bhaskar news app and
Divya Bhaskar news app remain the #1 Hindi and Gujarati
news app, reinforcing their leadership. Your Company’s
digital strategy, focused on high-quality content, superior user
experience and a strong technology backbone, continues to
drive engagement and retention. Ongoing improvements in
content formats, visual presentation and hyperlocal coverage
across markets have further enhanced user stickiness. Using
demographic insights, user preferences, location, economic
segment and real-time context, we accurately predict and
serve content to drive engagement, long-term retention,
loyalty and willingness to pay. We also leverage technology
to efficiently scale high-quality journalism across formats,
from original and exclusive stories to real-time hyperlocal
content. The Company remains optimistic about its digital
journey, supported by continued investment and growing
audience reach.

Editorial excellence, hyperlocal relevance and meaningful
audience engagement are at the core of the Company’s
growth strategy. Through reader-centric initiatives, strong
on-ground presence and continuous innovation in content
delivery across print and digital platforms, the Company has
further strengthened its connect with readers and advertisers
across its markets, reinforcing its leadership position and
laying a strong foundation for sustainable growth.

As per FICCI E&Y Media & Entertainment Sector Report,
March 2026, Radio segment revenues declined by 7%
in 2025. Your Company’s Radio business revenues also
declined, however, the decline is 5%.

Your Company’s MY FM continued to be relentless in its
efforts to connect with the audience and enhance listener
engagement through groundbreaking content creation.
During FY 2025-26, your Company was awarded 14 new
radio stations in the auction of Private FM Radio Phase III
channels by the Ministry of Information and Broadcasting. Out
of 14, 7 stations were operationalized as well. With the launch
of 7 new stations, your Company’s MY FM radio marks its
presence in 37 cities across India and reinforcing its position
as a fast-growing private radio network. It is the fastest
among peers to operationalize the highest number of stations
from the aforesaid auction round, reflecting strong execution
capabilities. The new stations in Daman, Gandhidham, Bhuj,
Ratlam, Pali, Sri Ganganagar and Alwar make MY FM the first
and only private radio broadcaster in these markets.

OPERATIONAL HIGHLIGHTSAdvertising Revenue

Advertising Revenue stands at ' 16,918 million for FY 2025¬
26 as compared to ' 16,899 million for FY 2024-25.

Circulation Revenue

Circulation Revenue stands at ' 4,751 million for FY 2025¬
26 as compared to ' 4,734 million for FY 2024-25.

Total Income

Total income stands at ' 24,401 million for FY 2025-26 as
compared to ' 24,201 million for FY 2024-25.

Raw Material consumed

The cost of newsprint consumption was increased by 1%
YoY to ' 6,507 million for FY 2025-26 as compared to '
6,424 million for FY 2024-25.

Employee Cost

The employee cost increased by 4% YoY amounting to '
4,596 million for FY 2025-26 as compared to ' 4,438 million
for FY 2024-25.

Other Expenses

Other operating expenses increased by 7% YoY amounting
to ' 7,566 million for FY 2025-26 as compared to ' 7,073
million for FY 2024-25.

Earnings before Interest, Taxes, Depreciation and
Amortization (EBITDA)

EBITDA de-grow by 9% to ' 5,732 million for FY 2025-26 as
compared to ' 6,266 million in FY 2024-25 due to increase
in other expenses.

Depreciation

Depreciation and amortization expenses decreased by 4%
YoY to ' 998 million during FY 2025-26 from ' 1,037 million
during FY 2024-25.

Finance Cost

Finance Cost increased by 5% YoY amounting to ' 260
million in FY 2025-26 from ' 247 million in FY 2024-25.

Profit after Tax (PAT)

The Operational PAT stands at ' 3,316 million during FY
2025-26 as compared to ' 3,706 million during FY 2024-25.

FUTURE OUTLOOKPrint

As per the FICCI E&Y Media & Entertainment Sector Report,
March 2026, the Print segment is expected to grow to
' 264 billion by 2028. Advertising revenues are expected
to grow at over 3% in 2026 and at a CAGR of 2% till 2028,
driven by access to increasingly elusive affluent audiences
and premium inventory formats. The recent increase in
government advertising rates is also expected to provide
a pricing reset for the industry. Events will remain revenue
and engagement engines. Growth in events advertisement
is expected to be robust, as these events solve business
challenges for advertisers, as well as market the new brand
through event promotion. Print consumption in India is
increasingly bifurcated by age and lifestyle segments. Older
and professionally engaged audiences continue habitual
print consumption, driven by a preference for depth,
structure, completeness and credibility. Younger cohorts
increasingly consume news through mobile-first, visual,
and short-form formats across digital and social platforms,
which focus on speed and ease of consumption.

Your Company remains committed to editorial excellence and
continues to focus on issues that have a strong impact on the
lives of its readers, guided by its commitment to courageous
and responsible journalism. The Company will continue to
strengthen reader engagement through innovative initiatives,
expanding its reach through on-ground activations, while
reinforcing its leadership across its markets.

Digital

As per the FICCI E&Y Media & Entertainment Sector Report,
March 2026, the Digital media segment is expected to grow
to ' 1,640 billion by 2028. Growth will be driven by increasing
Connected TV and smartphone penetration and rising per
capita income, which are likely to further accelerate digital
content consumption across the country. In the Digital News
segment, the industry estimates suggest that in case more
aggressive bundling strategies are adopted, the number of
subscriptions could increase to around 13-14 million by 2028.

Your Company will continue to invest in its Digital business
with a focused strategy of increasing App Daily Active Users
through high-quality content, deployment of the best talent
and continued strengthening of its technology platform.
The Company remains focused on delivering premium,
original and hyperlocal content across multiple formats,
including rich text, visual graphics and short videos while
leveraging technology to deliver best in class personalized
news experiences and drive engagement, which eventually
results in long-term retention, loyalty and willingness to pay.

Backed by a robust product and technology team,
complemented by one of India's largest digital journalism
and content teams and a strong technology-led approach,
the Company remains well positioned to further strengthen
audience engagement and expand its digital footprint.

Radio

As per the FICCI E&Y Media & Entertainment Sector Report,
March 2026, the radio segment revenues will be stagnant and
expected to be at ' 22 billion by 2028. As per the Report,
radio broadcasters are focusing on hyperlocal connect,
community leadership, exclusive content offerings, integration
with other media platforms, digital co-existence and brand
extensions to enhance media spent investment of the
marketers in the radio segment. The importance of non-FCT
revenues is expected to increase, contributing around 39%
of total radio revenues by 2028 as radio brands evolve into
360-degree media and experience providers. The landscape
of Radio sector is excepted to reshape due to regulatory
changes recommended by the government allowing private
FM radio stations to broadcast independent news and current
affairs programming, moving from licensing-led regime to a
structured authorisation framework and reforms in license fee.

Your Company will continue its relentless efforts to connect
with audiences and enhance listener engagement through
ground-breaking content creation. The Company remains
focused on strengthening audience connect and delivering
meaningful content experiences across its markets, thereby
supporting business growth and creating opportunities for
revenue enhancement.

MATERIAL CHANGES AND COMMITMENTS, IF ANY,
BETWEEN THE END OF THE FINANCIAL YEAR AND
THE DATE OF THE REPORT

No material changes and commitments have occurred
between the end of the financial year of the Company to
which the financial statements relate i.e. March 31, 2026
and the date of this Report which may affect the financial
position of the Company.

DIVIDEND

During the FY 2025-26, your Company has declared and paid the following dividends:

The above dividends are in accordance with provisions of
the Act, rules made thereunder and the Company’s Dividend
Distribution Policy, which is available on the website of the
Company athttps://www.dbcorpltd.com/Investors.php. There
has been no change in the policy during the year under review.

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 ' 1,782.46 million
comprising 17,82,45,926 equity shares of ' 10/- each.

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

The disclosure in terms of Rule 12(9) of the Companies
(Share Capital and Debentures) Rules, 2014 and Regulation
14 of the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 (‘SEBI sBeBSE Regulations’) is

annexed herewith as ‘Annexure A’ and forms part of the
Board’s Report. The same is also hosted on the Company’s
website at www.dbcorpltd.com/Investors.php.

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.

The Consolidated Financial Statements for the financial year
2025-26 form part of the Annual Report and shall be laid
before the members of the Company at the ensuing Annual
General Meeting while laying the Standalone Financial
Statements and the same are also available on the website
of the Company and can be accessed at the web-link
https://www.dbcorpltd.com/annual-reports.php.

Further, pursuant to the provisions of Section 136 of the Act, the
Standalone Financial Statements of the Company, Consolidated
Financial Statements along with relevant documents and
separate Audited Financial Statements in respect of subsidiaries
are available on the website of the Company athttps://dbcorpltd.
com/ under the tab ‘Reports & Financials’.

During the year under review, your Company does not
have any material subsidiary. However, your Company has
formulated a Policy for determining ‘material’ subsidiary
as defined under Regulation 16(1)(c) of the SEBI Listing
Regulations. The Policy is available on the website of the
Company and can be accessed at the web linkhttps://
www.dbcorpltd.com/Investors.php.

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 ' 5.74 million
as against ' 9.96 million for the previous financial year.
DBIPL reported a net profit of ' 0.78 million for FY
2025-26 as against ' 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 ' 1.04 million as against
' 1.00 million for the previous financial year. IMCL
reported a net profit of ' 0.50 million for Fy 2025-26
as against ' 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.

During the year under review, the Policy has been
amended, inter alia, to include and align with the
provisions of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) (Fifth
Amendment) Regulations, 2025. The Policy is available on
the Company’s website and can be accessed athttps://
www.dbcorpltd.com/Investors.php.

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
PERSONNEL0 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

In terms of the requirement of Regulation 25(7) of the
SEBI Listing Regulations, the details of programmes for
familiarisation of Independent Directors with the Company,
their roles, rights, responsibilities in the Company, nature
of the industry in which the Company operates, business
model of the Company, etc. are available on the website of
the Company and can be accessed at the web linkhttps://
www.dbcorpltd.com/Investors.php.

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 REPORTSecretarial 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 ' 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
' 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
' 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.

The CSR Policy deals with objectives, scope/areas of CSR
activities, guiding principles for CSR funding, allocation,
transfer, monitoring and reporting framework, CSR
Committee role, Board of Directors role, CSR budget,
reporting, disclosures, etc. The CSR Policy is hosted on the
Company’s website and can be accessed at the linkhttps://
www.dbcorpltd.com/csr.php.

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

In compliance with the provisions of Section 92 of the
Act and rules made thereunder, the Annual Return of the
Company for the financial year ended March 31, 2026 has
been uploaded on the website of the Company and the
same is available on the Company’s website athttps://
www.dbcorpltd.com/annual-reports.php.

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

Integrity and ethics have been the bedrock of the
Company’s operations. DBCL is committed to conducting
its business in accordance with the highest standards of
professionalism, honesty and ethical behaviour and has
systems in place to nurture a similar working culture,
therefore, DBCL is amongst the first few companies in
India who had taken active steps towards establishing a
‘Whistle-blowing Mechanism’. This initiative was taken to
encourage employees, circulation/advertisement agents
and suppliers/vendors to report irregularities in operations,
besides complying with the statutory requirements under
the Act and the SEBI Listing Regulations. A detailed note
on Whistle Blower Policy/Vigil Mechanism is provided
in the Corporate Governance Report, forms part of the
Annual Report. The Company has adopted and amended
the Whistle Blower Policy in line with the provisions of
Section 177 of the Act, Rules made thereunder, Regulation
22 of the SEBI Listing Regulations and Regulation 9A of
the SEBI (Prohibition of Insider Trading) Regulations, 2015
or as warranted, from time to time. The Whistle Blower
Policy has been appropriately communicated within the
Company and is available on the website of the Company
athttps://www.dbcorpltd.com/Investors.php.

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.

The remuneration paid to the Directors, KMPs and senior
management is in accordance with the policy on Nomination
and Remuneration of Directors, KMPs and other employees.
The Company has adopted and amended the Nomination
& Remuneration Policy in line with the provisions of Section
178 of the Act, Rules made thereunder and Regulation
19 of the SEBI Listing Regulations or as warranted, from
time to time. During the year under review, there was no
change in the Nomination and Remuneration Policy. The
salient features of the Nomination & Remuneration Policy
are given in the Corporate Governance Report, forms part
of the Annual Report. The said Policy is available on the
website of the Company and can be accessed athttps://
www.dbcorpltd.com/Investors.php.

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 ' 22.96 million was made
during FY 2025-26 at the following locations
for installation/capacity enhancement of
Solar PV plants.

(b) In FY 2025-26, total solar PV plant capacity
of 875 kWp was added.

(c) Total solar installed capacity across the
locations is 3,545 kWp.

(d) In FY 2025-26, total solar energy generation
at all locations was 37,25,811 kWh.

(e) Total saving of ' 27.33 million was achieved
through solar energy generation from all the
locations.

Location wise generation and savings are as
follows:

3. Capital investment on energy conservation
equipment:

The Company has not made any capital
investment on energy conservation equipment
during FY 2025-26.

Technology Absorption:

1. Efforts made towards technology absorption
and benefits derived like product improvement,
cost reduction, product development or import
substitution:

Your Company’s Technology function delivered
strategic initiatives across digital transformation,
AI adoption and infrastructure modernization,
driving measurable improvements in operational
efficiency and workforce productivity.

Business Applications & Automation

• Editorial Automation: Automated WhatsApp-
to-publication content conversion and AI-
powered performance resulting in reporting
with real-time stakeholder notifications
via WhatsApp and email reduces manual
working and helps to improve newsroom
efficiency.

• Performance Intelligence Dashboards:

Implemented comprehensive editorial MIS

dashboards enabling data-driven editorial
decision-making and performance optimization.

• Circulation Management: Modernized

the Agent Connect Module to improve
agent engagement and automated daily
achievement tracking reports, helping
enhance productivity.

• Enterprise Analytics: Deployed BigQuery-

based MIS platform for Finance, Newsprint,
and Ad Sales, delivering advanced analytics
and actionable insights.

AI & Workforce Transformation

• Cross-Functional AI Training: Conducted
comprehensive AI and ChatGPT capability¬
building programs across Editorial, Finance,
Newsprint and HR, driving enterprise-wide
AI literacy and adoption.

• Editorial AI Enablement: Launched Gemini
Pro subscriptions with Train-the-Trainer
methodology, enhancing content creation,
research efficiency, and collaboration
capabilities across newsroom operations.

• AI-Driven Productivity Gains: Leveraged
AI tools to accelerate content workflows,
improve research accuracy and enhance
editorial quality, delivering measurable
improvements in operational efficiency.

IT Infrastructure Modernization

• End-User Computing: Strategic device
refresh with modern laptops; high-
performance systems deployed to
Centralized Finance team for advanced
reporting and analytics.

• Network Enhancement: Expanded

bandwidth across multiple locations results
in improving connectivity, application
performance and enabling seamless
collaboration for distributed teams.

2. In case of imported technology (imported
during the last 3 years reckoned from the
beginning of the financial year):

The Company has not imported any technology
in last three years reckoned from the beginning of
the financial year, hence, nothing to report here.

3. Expenditure on Research and Development:

As research and development is part of the on¬
going quality control and manufacturing costs,
the expenditure is not separately allocated and
identified.

• Foreign Exchange Earnings and Outgo:

Your Company has earned foreign exchange of
' 599.57 million (previous year ' 606.55 million). The
financial expenses in foreign exchange during the year
was ' 11.87 million (previous year ' 2.15 million) and
on account of other expenses was ' 216.26 million
(previous year ' 119.60 million).

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL
STANDARDS

During the financial year 2025-26, your Company has
complied with applicable Secretarial Standards i.e. SS-1
and SS-2 relating to ‘Meetings of the Board of Directors’
and ‘General Meetings’ respectively as notified by the
Institute of Company Secretaries of India.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Act, it is hereby
confirmed:

1. that in the preparation of the annual accounts for the
financial year ended March 31, 2026, the applicable
Accounting Standards have been followed along with
proper explanation relating to material departures, if
any;

2. that the Directors had 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, 2026 and
of the profit of the Company for the year ended as on
that date;

3. that the Directors had 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;

4. that the Directors had prepared the annual accounts
for the financial year ended March 31, 2026 on a
‘going concern’ basis;

5. that the Directors had laid down internal financial
controls to be followed by the Company and that such
internal financial controls are adequate and operating
effectively; and

6. that the Directors had devised proper systems to
ensure compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

DISCLOSURE IN RESPECT OF SHARES WITHDIFFERENTIAL RIGHTS, SWEAT EQUITY SHARES, ETC.

During the year under review, there were no transactions or

events with respect to the following, hence no disclosure:

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

• Issue of sweat equity shares.

• Issue of instruments convertible into equity shares.

• Buy back of shares.

• Provision of money by the Company for purchase of
its own shares by employees or by trustees for the
benefit of employees.

The equity shares of the Company were not suspended

from trading during the year.

OTHER DISCLOSURES• Disclosure pertaining to ‘Insolvency & Bankruptcy
Code (‘IBC’)’:

On February 3, 2025, a petition under Section 9 of the
Insolvency and Bankruptcy Code, 2016 (‘IBC’) was
filed by Go Paper GmbH & Co. KG, before the Hon'ble
National Company Law Tribunal (‘NCLT’), Ahmedabad
Bench, seeking initiation of the Corporate Insolvency
Resolution Process (‘CIRP’) against the Company for
a claim amount of ' 157.03 million including amount
against undelivered goods and Interest arbitrarly not
legitimate. In 2020, the Company and Go Paper GmbH
& Co. KG, (a company based in Germany) entered into
a transaction for 41,000 MT of prime quality standard
Newsprint 42 GSM. The alleged claim by Go Paper
GmbH & Co. KG is in respect of 1572.579 MT, which
was never received by the Company. In view thereof,
as the delivery was not received, the Company is not
liable to pay the alleged claim amount. The aforesaid
petition was registered as CP(IB) No. 131 of 2025.
During the year under review, the matter was heard
from time to time and on September 15, 2025, NCLT,
Ahmedabad Bench has dismissed the petition filed
by Go Paper GmbH & Co. KG on the ground of pre¬
existing dispute between the parties.

• Disclosure on ‘One-time Settlement’: The Company
has not taken any long-term loan from Banks or
Financial Institutions. Hence, the disclosure in respect
of ‘the details of difference between amount of the
valuation done at the time of one-time settlement and
the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof’ is
not applicable.

• Disclosure of remuneration or commission to
Managing Director or Deputy Managing Director
from holding or subsidiary company: None of the
Directors including Managing Director and Deputy
Managing Director are in receipt of any commission
from the Company. Further, there is no remuneration
or commission to the Managing Director or Deputy
Managing Director of the Company from its holding or
subsidiary company. Hence, no disclosure in this regard.

CAUTIONARY STATEMENT

Statements in the Board’s Report and the Management
Discussion and Analysis Report describing the Company’s
objectives, expectations or predictions may be forward
looking within the meaning of applicable securities laws
and regulations. Actual results may differ materially from
those expressed in the statement. Important factors that
could influence the Company’s operations include global
and domestic demand and supply conditions affecting
selling prices, new capacity additions, availability of critical
materials and their cost, changes in government policies
and tax laws, economic development of the country,
geopolitical conditions and other factors which are material
to the business and operations of the Company.

ACKNOWLEDGEMENT

The Board wishes to place on record its deep sense of
appreciation for continued support and co-operation received
from the readers, hawkers, listeners, advertisers, advertising
agencies, government, banks, financial institutions, investors,
shareholders, customers, vendors and other stakeholders
during the year under review. The Board also recognised
and place on record its appreciation to all the employees for
their unstinted dedication, commitment and contribution in
the performance and growth of your Company.

For and on behalf of the Board of Directors of
D.B. Corp LimitedSudhir Agarwal Pawan Agarwal

Managing Director Deputy Managing Director

DIN: 00051407 DIN: 00465092

Place: Bhopal Place: Noida

Date: July 16, 2026 Date: July 16, 2026

1

As per the Income-Tax Act, 1961, dividends paid by the Company is taxable in the hands of the shareholders. Accordingly,
the Company has made the payment of the above dividends after deduction of tax at source.