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its Board of Directors approved amendments to the company's "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" on February 06, 2026.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.

Dish TV India Limited's Board of Directors has formally responded to regulatory notices from stock exchanges regarding non-compliance with board composition requirements for the quarter ended September 30, 2025. The company received notices from both the National Stock Exchange of India Limited and BSE Limited on November 28, 2025, highlighting violations of SEBI Listing Regulations.

Stock Exchange Notices and Fines

The stock exchanges issued notices under the applicable Standard Operating Procedure (SOP) Circular for non-compliance with Regulation 17(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The notices specifically addressed the company's failure to maintain the required board composition during the quarter ended September 30, 2025.

Both exchanges imposed fines on the company for these regulatory violations, though the company had promptly communicated the compliance issues to the exchanges on November 28, 2025.

Board's Response and Explanation

During the Board meeting held on February 06, 2026, directors deliberated on the stock exchange notices and provided detailed comments explaining the circumstances leading to the non-compliance. The Board emphasized that the reduction in board strength below the minimum requirement was primarily due to two factors: non-approval of director appointments by shareholders and the mandatory requirement to obtain prior approval from the Ministry of Information and Broadcasting (MIB).

Regulatory Constraints and Director Appointments

The Board highlighted specific constraints imposed by MIB's Uplinking Guidelines, which significantly limit the company's ability to appoint directors. Under these guidelines, the company can only appoint directors if the board strength falls below three members, and even then, appointments are restricted to bringing the total to three directors.

Compliance Challenges

The company faces a regulatory conflict between different requirements. While the Companies Act, 2013 mandates a minimum of three directors, SEBI's LODR Regulations require at least six directors on the board. The MIB's Uplinking Guidelines only permit appointments up to three directors without prior approval, creating a compliance gap that the company cannot bridge independently.

Following the non-approval of erstwhile directors by shareholders on December 12, 2024, the Board appointed Mr. Mayank Talwar and Mr. Gurinder Singh as Independent Directors to maintain the three-member board strength. However, when shareholders again did not approve these appointments on August 14, 2025, the Board appointed Mr. Arun Kumar Kapoor and Ms. Heena Naishadh Bhatt as Independent Directors.

Management's Position

The Board emphasized that the company, its directors, and management have continuously taken requisite steps to ensure compliance with Regulation 17(1) of LODR Regulations regarding director appointments. The Board stated that neither the company, its Board of Directors, nor its promoters have control over shareholder decisions or MIB approval requirements, making the non-compliance situation entirely beyond their control.