Dish TV India Limited has been fined ₹9.20 lakh by stock exchanges for non-compliance with board composition requirements during the quarter ended December 31, 2025. The company's board addressed regulatory notices and provided detailed explanations for the compliance issues at their meeting held on March 13, 2026.

Regulatory Penalties Imposed

Both the National Stock Exchange of India Limited and BSE Limited issued notices dated February 27, 2026, imposing fines on the company for violating Regulation 17(1) of SEBI Listing Regulations. The penalties were structured as follows:

Board Composition Challenges

The non-compliance stemmed from the company's inability to maintain the minimum six directors required under SEBI Listing Regulations. The board strength fell below regulatory requirements due to two primary factors: non-approval of director appointments by shareholders and the mandatory requirement of obtaining prior approval from the Ministry of Information and Broadcasting (MIB) for director appointments.

MIB Approval Constraints

Under MIB Uplinking Guidelines, the company must obtain prior approval for director appointments, with limited exceptions. The guidelines permit appointment of directors without prior approval only when the board strength falls below three members, and even then, only enough directors can be appointed to bring the total to three. This regulatory framework creates a structural challenge for meeting SEBI's minimum requirement of six directors.

Director Appointment Timeline

The company has made continuous efforts to address board composition issues through strategic appointments:

In each instance, the company maintained the minimum three-director requirement under the Companies Act, 2013, while working within MIB regulatory constraints.

Company's Position

The board emphasized that the non-compliance situation remains beyond the company's direct control. Key factors contributing to the compliance challenges include:

• Shareholder decisions on director appointments
• Mandatory MIB approval requirements for the broadcasting sector
• Structural limitations in appointing directors under current regulatory framework

The company, its board, and management have consistently taken immediate steps to ensure compliance with Regulation 17(1) within the constraints of applicable laws and regulatory requirements. The board maintains that neither the company nor its promoters have control over shareholder decisions or MIB approval processes that directly impact board composition compliance.

Dish TV India Limited has announced that its Board of Directors approved amendments to the company's "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" on February 06, 2026. The amended Fair Disclosure Code ensures compliance with Regulation 8(2) of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Board Approval and Regulatory Compliance

The company disclosed the amendment through official communications to both the National Stock Exchange of India Limited (NSE Symbol: DISHTV) and BSE Limited (Scrip Code: 532839). The disclosure was signed by Ranjit Singh, Company Secretary & Compliance Officer (Membership No.: A15442), and the updated policies are available on the company's website at https://www.dishd2h.com .

Key Principles of Fair Disclosure

The amended code establishes seven fundamental norms for adherence to fair disclosure principles. The policy mandates prompt public disclosure of UPSI that would impact price discovery as soon as credible and concrete information becomes available. It emphasizes uniform and universal dissemination of UPSI to avoid selective disclosure, ensuring all stakeholders receive information simultaneously through stock exchanges and the company's official website.

The code requires prompt corrective action when information is disclosed selectively, whether inadvertently or otherwise. In such cases, the Compliance Officer or Chief Investor Relations Officer (CIRO) must take necessary steps, including informing stock exchanges, to make the information publicly available.

Information Handling and Stakeholder Engagement

The policy establishes strict guidelines for interactions with analysts and research personnel, ensuring that only public information is shared during meetings. The company commits to publishing transcripts or records of analyst meetings on its website and requires a minimum of two company representatives to attend investor discussions.

All UPSI must be handled on a need-to-know basis, shared only for legitimate purposes or performance of duties. The policy defines "need-to-know basis" as disclosure to persons who require access to UPSI for legitimate purposes without creating conflicts of interest or enabling misuse.

Legitimate Purpose Framework

The company has established a comprehensive policy for determining legitimate purposes for sharing UPSI. This framework allows sharing of information in the ordinary course of business with various stakeholders including partners, collaborators, lenders, customers, suppliers, merchant bankers, legal advisors, auditors, and consultants.

Legitimate purposes include:

• Sharing UPSI with existing or proposed business partners in ordinary course of business
• Providing relevant information to consultants, advisors, and intermediaries for specific assignments
• Mandatory sharing for performance of duties or legal obligations
• Other genuine purposes as determined by the Compliance Officer

Implementation and Monitoring

The policy requires use of a structured digital database for sharing UPSI for legitimate purposes. Recipients of UPSI must be notified of their insider status and responsibilities, including maintaining confidentiality and refraining from trading in company securities while in possession of such information.

The Compliance Officer, designated as the Company Secretary or other senior officer appointed by the Board, oversees policy implementation, monitors adherence to UPSI preservation rules, and ensures regulatory compliance. The Chief Investor Relations Officer, typically the Chief Financial Officer or designated officer, handles dissemination and disclosure of UPSI.

Policy Governance

The Board of Directors retains authority to make alterations to the policy, provided amendments remain consistent with SEBI PIT Regulations provisions. Any conflicts between policy provisions and applicable laws will be resolved in favor of legal requirements. All amendments must be promptly communicated to stock exchanges where the company's securities are listed, and the updated policy will be hosted on the company's website.