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.

Dish TV India Limited announced its unaudited financial results for the third quarter and nine months period ended December 31, 2025, revealing continued losses amid challenging market conditions. The Board of Directors approved these results at their meeting held on February 6, 2026, with the financial statements prepared under Indian Accounting Standards (Ind AS) and reviewed by statutory auditors S.N. Dhawan & Co. LLP.

Financial Performance Overview

The company's financial performance showed mixed results across standalone and consolidated operations. On a consolidated basis, the company reported significantly higher losses compared to the previous year period.

Quarterly Results Analysis

For the quarter ended December 31, 2025, the company's performance reflected ongoing operational challenges. The consolidated operations showed substantial losses while standalone operations maintained relatively stable loss levels.

Exceptional Items and Impairments

The company recorded exceptional items of ₹7.00 crores during the current quarter on a consolidated basis, primarily related to impairment charges. These impairments were associated with intangible assets under development, capital advances, and other advances related to investment in new age technologies, including the Watcho OTT platform.

Earnings Per Share Performance

The company's earnings per share reflected the challenging financial position across both standalone and consolidated operations.

Regulatory and Legal Matters

The company continues to face significant regulatory challenges, particularly regarding DTH license fee disputes with the Ministry of Information and Broadcasting. As of December 31, 2025, the company received a communication demanding ₹720,273 lacs towards license fees since the grant of respective DTH licenses up to financial year 2024-25. The company has disputed this demand and maintains a provision of ₹480,396 lacs in its books as of December 31, 2025.

Going Concern and Operational Status

Despite accumulated losses exceeding equity share capital, resulting in negative net worth, the company continues to prepare its financial results on a going concern basis. Management believes this approach is appropriate considering the absence of debt in books, business outlook, and cash generation capability. The company's paid-up equity share capital remains at ₹184.13 crores with a face value of Re. 1 per share.