The Board of Directors of D. B. Corp Limited (hereinafter
referred as the ‘Company’ / ‘DBCL’) takes great pleasure
in presenting the 29^th Annual Report along with the Audited
Standalone and Consolidated Financial Statements
(‘Audited Financial Statements’) for the financial year ended
March 31, 2025 (‘FY 2024-25’).

The past year reaffirmed the enduring strength of the Dainik
Bhaskar Group and the indispensable role we continue to
play in shaping the media landscape. In a dynamic and
ever-evolving environment, print media stood as a pillar
of credibility and depth, growing not just in reach but in
relevance. It remains the core of our identity — trusted,
impactful and deeply rooted in the lives of our readers. Our
average cost of newsprint was ' 47,550 per metric tonne
in FY 2024-25 as compared to ' 51,900 per metric tonne
in FY 2023-24. This decline, coupled with efficient cost
management and favorable foreign exchange movements,
supported the Company’s strong EBITDA margin in the print
business. Despite a modest decline in total revenue and
net profit compared to the previous financial year, DBCL’s
strategic initiatives in circulation and cost management
contributed to its continued profitability. Private consumption
accounts for more than 55% of the country’s GDP. In this
context, the revised income tax slabs under the new regime,
along with lower inflation and interest rates, are expected to
aid middle-income households, potentially boosting urban
demand in segments such as ACs and two-wheelers.

India is at a defining moment - no longer only a story
of potential, but one of unstoppable momentum, which
one paints a powerful picture of India’s future - set to
become the global consumption capital, outpacing major

economies and reshaping global market dynamics.
Today, consumption accounts for 56% of India’s GDP -
and is growing at the fastest rate globally. By 2034, this
consumption is expected to double, driven by a younger,
more aspirational and increasingly urban population. Key
enablers include the rise of nuclear households, a growing
workforce and strategic tax reforms freeing up ' 1 lakh
crore - catalysing an estimated ' 3.3 lakh crore in additional
spending. India is not just growing - it is consuming with
intent, energy and optimism.

Our Editorial excellence continues to be a hallmark of Dainik
Bhaskar. In the general elections held in FY 2024-25, we
stood out as the sole media organisation whose predictions
closely mirrored the actual results, further solidifying our
reputation as a reliable source of information for readers
with ground connect.

Looking ahead, your Company remains optimistic about
the future of print media in India. The Company’s focus on
editorial excellence, coupled with its robust digital presence,
positions it well to capitalize on emerging opportunities in
the evolving media landscape. Continued investment in
reader engagement and operational efficiencies is expected
to drive sustained growth and reinforce DBCL’s leadership
in the industry.

FINANCIAL PERFORMANCE

The Audited Financial Statements for the FY 2024-25 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.

REVIEW OF PERFORMANCE, OPERATIONAL
HIGHLIGHTS AND FUTURE OUTLOOK

As per FICCI E&Y Media & Entertainment (‘M&E’) Sector
Report released in March, 2025, the Indian media and
entertainment sector grew 3.3% in 2024 to reach ' 2.5
trillion. It continued to contribute to the 0.73% to India’s
GDP. Bucking the global trend, print continued to survive in
India where advertising revenues grew 1% in 2024, with a
notable growth in premium ad formats, as print remained a
"go-to” medium for more affluent and non-metro audiences.
Subscription revenues fell 1% on the back of rising cover
prices.

The print segment revenues remained stable at ' 259.6 billion
in 2024. The advertising revenues grew 0.7% and circulation
revenues declined by 1.2% in 2024. Hindi continued as the
largest contributor to newspaper ad volumes, given it has
the largest reach of any language in India, stable at 38%
of ad volume share. Top five sectors that contributed 63%
of ad volumes were auto, services, education, banking/
finance/investment and retail. (Source: FICCI E&Y Media &
Entertainment Sector Report, March 2025)

For your Company, the advertisement revenue stood
at ' 16,900 million in FY 2024-25 as against ' 17,524
million in the financial year 2023-24. In FY 2023-24, the
ad revenue got momentum due to election-driven high
base advertisements. The circulation revenue stood at
' 4,734 million in FY 2024-25 as against ' 4,791 million
in the financial year 2023-24. There is a marginal fall in the
circulation revenue by 1.2%.

Newsprint prices remained soft in FY 2024-25 and your
Company expects it may remain soft for few more months
in FY 2025-26 subject to dollar exchange fluctuation.

For the past five years, the Digital business has been a
key focus area and an important pillar for future growth
of our business and this focus has translated into strong
gains. Our ability to innovate clearly puts us ahead of the
competition with a highly personalized product experience
- which includes text, graphics and videos as well as
other new engaging formats. Our Apps have registered
a tremendous growth from 2 million in January 2020 to
approx. 20 million in March 2025. This has propelled Dainik
Bhaskar to extend its leadership as the dominant digital
leader with the #1 Hindi and Gujarati News Apps. With our
dominance already established in the print format and now
in the digital format, we are undoubtedly the #1 Phygital
Indian Language Newspaper in the country.

During the year under review, your Company has launched
an English mobile news application, Bhaskar English. It
is designed for readers who prefer consuming news in
English.

Your Company’s three-dimensional approach towards
user retention and engagement - high quality content,
unparalleled user experience and strong technology
backbone is one of the driving forces of its performance.
The Company’s teams continue to work on minor and major

improvements to deliver the crisp content, curated by the
editorial teams and ensure that its users get hyperlocal
news from all towns, cities and states in our markets.

Radio segment revenues grew 9% in 2024 to ' 25 billion.
Further, Radio ad volumes grew marginally by 3% in 2024
as compared to previous year (Source: FICCI E&Y Media &
Entertainment Sector Report, March 2025).

Your Company’s Radio business led industry growth with a
4.4% YOY increase in advertising revenue to ' 1,663 million
for FY 2024-25.

MY FM continued to be relentless in its efforts to connect
with the audience and enhance listener engagement
through groundbreaking content creation. MY FM network
continues to maintain its presence in 7 states and 30 cities.

OPERATIONAL HIGHLIGHTS

Advertising Revenue

Advertising Revenue stands at ' 16,900 million for FY 2024¬
25 as compared to ' 17,524 million for FY 2023-24.

Circulation Revenue

Circulation Revenue stands at ' 4,734 million for FY 2024¬
25 as compared to ' 4,791 million for FY 2023-24.

Total Revenue

Total revenue stands at ' 24,201 million for FY 2024-25 as
compared to ' 24,803 million for FY 2023-24.

Raw Material consumed

The cost of newsprint consumption was decreased by
13% YoY to ' 6,424 million for FY 2024-25 as compared
to ' 7,352 million for FY 2023-24. The decrease in the raw
material cost is owing to the softening of newsprint spot
prices from as high as 600$ to around 500$.

Employee Cost

The employee cost increased by 3% YoY amounting to
' 4,446 million for FY 2024-25 as compared to ' 4,317
million for FY 2023-24.

Other Expenses

Other operating expenses (including Net impairment losses
on financial assets) increased by 16% YoY amounting to
' 7,065 million for FY 2024-25 as compared to ' 6,112
million for FY 2023-24.

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

EBITDA degrow by 11% to ' 6,266 million for FY 2024-25 as
compared to ' 7,022 million in FY 2023-24.

Depreciation

Depreciation and amortization expenses decreased by
9% YoY to ' 1,037 million during FY 2024-25 from ' 1,140
million during FY 2023-24.

Finance Cost

Finance Cost increased by 4% YoY amounting to ' 247
million in FY 2024-25 from ' 238 million in FY 2023-24.

Profit after Tax (PAT)

The Operational PAT stands at ' 3,706 million during FY
2024-25 as compared to ' 4,244 million during FY 2023-24.

FUTURE OUTLOOK

Print

As per the FICCI E&Y Media & Entertainment Sector Report,
March 2025, the Print segment can grow to ' 267 billion by
2027. While the media landscape is changing to include
digital platforms, print will remain a powerful and credible
medium, especially in India’s tier 2 and 3 cities, where
trust in traditional formats runs deep. It will reach a steady
state with a loyal reader base within the next year or two,
most of which will probably come from the growing base
of educated people entering the workforce who need news
and information to build their careers, as against faithful but
ageing audiences.

Strategic investments in content quality, distribution
networks and technological advancements will be crucial
for print media to thrive in the coming years. Our leadership
in most of the tier 2 and 3 cities is further advancing to
dominance and we are confident enough to reflect this in
the coming years. Sectors like auto, education, jewellery
and real estate are consistently contributing to DBCL
advertisement revenue. The emerging sectors are also
pitching in the print advertisement revenues.

Digital

As per the FICCI E&Y Media & Entertainment Sector Report,
March 2025, the Digital media is expected to grow to ' 1,104
billion by 2027. It is estimated that the digital segment will
be the first Media & Entertainment segment to cross ' 1
trillion in 2026 and will grow to ' 1.1 trillion by 2027, at a
11% CAGR, reflecting the changes in consumption patterns
being witnessed due to growth in connected televisions,
mobile phones and affordable broadband connectivity.

Your Company has consistently invested in delivering high-
quality, premium journalism to its readers through various
formats, including rich text, visual graphics and short videos.
The Company’s News App has been designed to offer
mobile-native vertical video news, featuring a vast content
library of real-time videos across multiple categories,
renewed daily. This approach has garnered strong traction,
as readers appreciate the premium, hyperlocal content
delivered directly to their handheld devices. The Company
remains committed to its focus on providing "high-quality
journalism worth paying for”.

Your Company continues to invest substantially in
technology in order to provide best-in-class personalized
news experiences that serve users from a massive pool
of content while considering their demographic attributes,
content preferences, location, economic segment and
real-time context to accurately predict, to maximize user
engagement, long-term retention and loyalty as well as
"willingness to pay” through not only great journalism, but
also a great user experience.

Radio

As per the FICCI E&Y Media & Entertainment Sector Report,
March 2025, the radio segment revenues to recover to '
30 billion by 2027 driven by (a) non-FCT revenues and (b)
marginal FCT growth led by urbanization and increased
uptake of cars in non-metro markets. The government is
rolling out 730 new FM channels across 234 cities as part of
the Phase III FM Radio Policy. This expansion supports the
"vocal for local” initiative and focuses on enhancing local
content, particularly in smaller tier-II and III cities.

Your Company keeps the tap on the opportunities that
come in its way to expand its listener’s base by participating
in the auction of new FM Radio channels to connect with
more listeners in new cities. This will help the Company to
provide an extensive platform for advertisers to increase
their consumer base and visibility in the market, which
eventually results in the growth of Company’s revenue.

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, 2025
and the date of this Report which may affect the financial
position of the Company.

DIVIDEND

During the FY 2024-25, the Company has declared and paid the following dividends:

The above dividends are in accordance with provisions of
the Act and rules made thereunder and the Company’s
Dividend Distribution Policy, which is available on the
website of the Company at https://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 2024-25 in the retained earnings.

SHARE CAPITAL

As on March 31, 2025, the issued, subscribed and paid-up
equity share capital of the Company is ' 1,781.92 million
comprising 17,81,92,149 equity shares of ' 10/- each.

During FY 2024-25, the issued, subscribed and paid-
up equity share capital increased from ' 1,780.92 million
comprising 17,80,92,309 equity shares to ' 1,781.92 million
comprising 17,81,92,149 equity shares of ' 10/- each,
pursuant to the allotment of 32,102 equity shares of ' 10/-
each under D. B. Corp Limited - Employees Stock Option
Scheme - 2011 (‘DbCl ESOS - 2011’) and 67,738 equity
shares of ' 10/- each under D. B. Corp Limited - Employees
Stock Option Scheme - 2021 (‘DBcL ESOS - 2021’).

EMPLOYEES’ 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 increased
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 2024-25, 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. 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 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
2024-25 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 at https://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’ subsidiaries
as defined under Regulation 16(1)(c) of the SEBI Listing
Regulations. This Policy has been hosted on the website of
the Company and can be accessed at the web link https://
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 Company’s 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, 2025,
DBIPL could achieve a total income of ' 9.96 million as
against ' 16.97 million for the previous financial year.
The net profit for FY 2024-25 stands at ' 1.14 million
as against ' 8.99 million for the FY 2023-24.

• I Media Corp Limited (‘IMCL’)

During the financial year ended March 31, 2025, total
income of IMCL stands at ' 1.00 million as against
' 0.80 million for the previous financial year. The net
profit for FY 2024-25 stands at ' 0.54 million as against
' 0.48 million for the FY 2023-24.

During the year under review, no company has become or
ceased to be subsidiary, joint venture or associate company
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 30, 2024, CARE
Ratings Limited has reaffirmed the ratings assigned earlier
viz. ‘CARE AA ; Stable (Double A Plus; Outlook: Stable)’

for Fund based long-term facilities and CARE AA ; Stable/
CARE A1 (Double A Plus; Outlook: Stable / A One Plus)
for Non-fund based long-term/short-term 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, 9 and Note 35 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 2024-25.

All transactions with related parties are placed before
the Audit Committee for its review and 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 for dealing with
Related Party Transactions’ (‘the Policy’). During the year
under review, the Policy has been amended, inter alia, to
include and in align with the provisions of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) (Third Amendment) Regulations, 2024. The
Policy is available on the Company’s website and can be
accessed at https://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, form part
of the Annual Report.

BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

0 Appointment / re-appointment / cessation of
Director:

The Board of Directors of your Company in their
meeting held on January 16, 2025, based on the
recommendation of the Nomination and Remuneration

Committee, appointed Mr. Runit Shah (DIN:
00064657) as an Additional Director (Non-Executive,
Independent) of the Company with effect from January
16, 2025. Subsequently, the members by resolution
passed through Postal Ballot on March 12, 2025 have
approved the appointment of Mr. Runit Shah as an
Independent Director of the Company for a term of
three (3) consecutive years with effect from January
16, 2025 to January 15, 2028.

Mr. Runit Shah’s background and experience are
aligned to skill, knowledge, experience and expertise
identified by the Board of Directors, in the context
of Company’s business and sector for it to function
effectively. The Board after taking the declarations,
disclosures and certificates received from Mr. Runit
Shah on record and acknowledging the veracity of the
same, opined that Mr. Runit Shah is person of integrity
and possesses required expertise and experience
which will add value to the Board in exercising its role
effectively. He has successfully qualified the online
proficiency self-assessment test for Independent
Director’s Databank conducted by the Indian Institute
of Corporate Affairs.

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. Girish Agarwal
(DIN: 00051375) Director is liable to retire by rotation
at the ensuing 29^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.
Girish 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 29^th Annual General
Meeting.

0 Resignation of Independent Director(s):

During the year under review, none of the Independent
Directors of the Company had resigned before the
expiry of his/her respective tenure.

However, after the closure of financial year, Ms.
Anupriya Acharya (DIN: 00355782) has 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 place
on record its appreciation for the valuable services
rendered by Ms. Anupriya Acharya, during her

tenure as Independent Director of the Company and
acknowledged the time and efforts she contributed in
the success and development of the Company.

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,
Ms. Anupriya Acharya (DIN: 00355782), Mr. Santosh
Desai (DIN: 01237902), Ms. Paulomi Dhawan (DIN:
01574580) and Mr. Runit Shah (DIN: 00064657) have
given their respective declarations 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 Directors of the Company and are
independent of the management of the Company.

0 Key Managerial Personnel:

During the year under review, Mr. Om Prakash Pandey
has been appointed as the Company Secretary &
Compliance Officer of the Company with effect from
April 1,2024 by the Board of Directors of the Company,
based on the recommendation of the Nomination and
Remuneration Committee.

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 requirements 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 link https://
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
8, 2025, 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 composition of the Board and
its Committees, Directors strengths and contribution,
execution and performance of specific duties, obligations
and governance. 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 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, 2025, 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 Do-
Good Award by Exchange4Media in the category of Best
CSR for its impactful campaign ‘Mitti ke Ganesh’. The
Company has also won bronze award in the Best Digital
Brand Video Category at the DigiOne Awards organised by
Exchange4Media for the campaign ‘Sarthak Diwali’.

At the India Audio Summit & Awards 2024, MY FM won
several awards, including the Best Radio Jingle for its
jingle, Best Client Activation ON-AIR & ON-GROUND for the
Finolex campaign titled ‘MY FM Dekhta Hai’ and Best CSR
Initiative for the D-Negative campaign.

At the Golden Mikes, MY FM excelled with a trophy for Best
Sponsored On-Ground Promotion for ‘MY FM Dekhta Hai
Finolex’ and won awards for Best Afternoon Show (‘History
ke Hasgulle’) and Best Late-Night Show (‘Rustom Mystery’).

At international level, MY FM’s ‘MY FM ke Rangrezz Season
10’ was awarded a trophy at the ACEF Global Customer
Engagement Award 2024.

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
2024-25, 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 Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Company has appointed M/s. Makarand
M. Joshi & Co., Company Secretaries to undertake the
Secretarial Audit of the Company for the financial year
ended March 31, 2025.

The Secretarial Audit Report for the financial year ended
March 31, 2025 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.

As approved and recommended by the Board in its meeting
held on May 8, 2025, M/s. Makarand M. Joshi & Co., Company
Secretaries (Firm Registration No: P2009MH007000), is

proposed to be appointed 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 subject to the approval of the members
of the Company at the ensuing AGM as per Regulation 24A
of the SEBI Listing Regulations read with Section 204 of the
Act and Rules made thereunder.

M/s. Makarand M. Joshi & Co., Company Secretaries have
confirmed their eligibility and are not disqualified for the
proposed appointment as Secretarial Auditors. They hold
a valid certificate of peer review issued by the Institute of
Company Secretaries of India.

The resolution seeking members’ approval for appointment
of M/s. Makarand M. Joshi & Co., Company Secretaries as
Secretarial Auditors and other relevant details are provided
in the Notice convening the ensuing AGM.

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
2024-25 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 has appointed M/s. K. G. Goyal & Associates,
Cost Accountants (Firm Registration No. 000024) as Cost

Auditors of the Company for the financial year 2025-26 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 convening the ensuing AGM.

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
(‘IEPF’)

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 (‘IEPF Rules’), the Company is required to transfer
unpaid or unclaimed dividends which remain as such for a
period of seven years to 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, the Company has not
transferred any such amount of dividend and such shares
to IEPF as the same were not due for transfer.

During the year under review, the Company has remitted
' 79,335/- 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 making 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.

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 2024-25, pursuant to Section
135 of the Act read with the Companies (Corporate Social
Responsibility Policy) Rules, 2014 and Schedule VII of the
Act, the Company has undertaken CSR initiatives in the
fields of animal welfare, eradicating hunger, poverty and
malnutrition, promoting education, promoting preventive
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 the
Company is in compliance with the statutory requirements
in this regard. 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 Corporate
Social Responsibility Policy (‘CSR Policy’) in line with the
provisions of the Act and Rules made thereunder or as
warranted, from time to time. The CSR Policy deals with
objectives, scope/areas of CSR activities, CSR Committee
roles, implementation and monitoring of CSR activities,
CSR budget, reporting, disclosures, etc. The CSR Policy is
hosted on the Company’s website and can be accessed at
the link https://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 Company’s 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
as required under Regulation 34(2)(f) of the SEBI Listing
Regulations forms part of the Annual Report.

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, 2025 has
been uploaded on the website of the Company and the
same is available on the Company’s website at https://
www.dbcorpltd.com/annual-reports.php.

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS
ADEQUACY

Your Company has deployed 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, 2025 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 year under review, the 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 which 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 Whistle Blower Policy has been appropriately
communicated within the Company and is available on the
website of the Company at https://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.

Your Company has adopted the Risk Management Policy
and 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 regulations. As per the Policy on
Nomination and Remuneration of Directors, Key Managerial

Personnel (‘KMPs’) and other employees, 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. During the year under review, the
Nomination and Remuneration Policy has been amended in
line with applicable provisions of SEBI Listing Regulations,
as amended. The salient features of the Company’s Policy
on Nomination and Remuneration of Directors, KMPs and
other employees are given in the Corporate Governance,
forms part of the Annual Report. The said Policy is available
on the website of the Company and can be accessed at
https://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) Replacement of conventional Lights with
LED energy efficient lights across the
locations.

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

(a) Total solar installed capacity across the
locations is 2670 kWp.

(b) Total solar energy generation at all locations
was 30,69,686 kWh (units) in FY 2024-25.

(c) Total saving of ' 21.53 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 2024-25.

• Technology Absorption:

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

Your Company has deployed various business
applications. The major applications are Matrix
Editorial Application and DCR for Circulation
Sales.

AI-driven enhancements have been developed
in the Matrix Editorial application, resulting
improvement in productivity and enhancement
in content quality. DCR for Circulation Sales has
been implemented, enabling real-time circulation
data capture and reporting. Your Company has
also implemented SD-WAN project, enhancing
network connectivity and security.

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 be reported
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 '
606.55 million (previous year ' 370.20 million). The
financial expenses in foreign exchange during the year
was ' 2.15 million (previous year ' 14.31 million) and
on account of advertisement, travelling, maintenance
and other expenses was ' 119.60 million (previous
year ' 87.63 million).

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL
STANDARDS

During the financial year 2024-25, 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.

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

1. that in the preparation of the annual accounts for the
year ended March 31,2025, 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, 2025 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, 2025 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 WITH
DIFFERENTIAL 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.

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

During the year under review, a petition under Section
9 of the Insolvency and Bankruptcy Code, 2016 (‘IBC’)
was filed by Go Paper GmbH & Co. KG on February
3, 2025, 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 petition
has been registered as CP(IB) No. 131 of 2025 and is
pending as on March 31, 2025.

• 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 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, 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 of the Company.

For and on behalf of the Board of Directors of
D. B. Corp Limited

Sudhir Agarwal Pawan Agarwal

Managing Director Deputy Managing Director

DIN: 00051407 DIN: 00465092

Place: Bhopal Place: Noida

Date: July 16, 2025 Date: July 16, 2025

Encl: Annexure A to E

1

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