Dish TV India Limited has dispatched its postal ballot notice to shareholders for the appointment of three independent directors, following the board meeting held on March 13, 2026. The telecommunications and direct-to-home service provider has initiated the formal shareholder approval process through remote e-voting facility.

Postal Ballot Notice Dispatch

The company dispatched the postal ballot notice on March 18, 2026, electronically to members whose email addresses are registered with MUFG Intime India Private Limited (formerly Link Intime India Private Limited) or the depositories. The notice seeks shareholder approval for the appointment of three independent directors through special resolutions.

Independent Directors for Appointment

The postal ballot covers the appointment of three independent directors, each requiring special resolution approval from shareholders:

Director Profiles and Expertise

Mr. Arun Kumar Kapoor brings over 34 years of experience across FMCG, Telecom, BPO, and DTH sectors, having served with organizations like United Breweries, Gillette, Bharti Cellular, and Dish TV India Limited. He holds an MBA from Jamnalal Bajaj Institute and a Ph.D. from Chitkara University.

Ms. Heena Naishadh Bhatt contributes 34 years of banking and finance expertise, having worked with Bank of India, ICICI Bank, and IDBI Bank. She currently serves as Chief Operating Officer of Tripoli Management Pvt. Ltd. and holds a postgraduate degree in Finance.

Mr. Ashok Anant Paranjpe is an Advocate & Solicitor with an LL.M. from University of Mumbai. He was a Partner at Wadia Ghandy & Company for over two decades and currently serves as Managing Partner of MDP Associates, Advocates & Solicitors.

Appointment Terms and Regulatory Compliance

All three appointments are structured for five-year terms as Non-Executive Independent Directors, not liable to retire by rotation. The appointments comply with the Companies Act, 2013, and SEBI Listing Regulations.

For Mr. Kapoor and Ms. Bhatt, the Ministry of Information and Broadcasting approval was received on January 20, 2026. Mr. Paranjpe's appointment remains subject to similar regulatory approval.

E-voting Process and Shareholder Participation

Shareholders holding shares as of the cut-off date March 13, 2026, are eligible to participate in the remote e-voting process. The company has appointed Ms. Neelam Gupta of M/s. Neelam Gupta & Associates as the Scrutinizer for conducting the postal ballot process.

The postal ballot notice is available on the company's website at www.dishd2h.com and on stock exchange websites. Results will be announced within permissible timelines and communicated to stock exchanges and NSDL upon completion of the scrutiny process.

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.