entertainment network (India) limited

Corporate Office : 14[th] Floor, Trade World, D-Wing, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400 013, India. Tel: 022 6753 6983.

March 27, 2023

BSE Limited, Rotunda Building, P. J. Towers, Dalal Street, Fort, Mumbai- 400001	National Stock Exchange of India Limited, Exchange Plaza, Bandra Kurla Complex, Bandra(East),Mumbai – 400051

BSE Scrip Code: 532700/ Symbol: ENIL

Sub: Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’)

Entertainment Network (India) Limited - Notice for passing the Special Resolutions by Postal Ballot through Remote e-voting pursuant to Section 110 of the Companies Act, 2013

Dear Sir/ Madam,

Members of Entertainment Network (India) Limited [‘the Company’] are hereby informed that on Monday, March 27, 2023, the Company has completed the e-mail communication of the Postal Ballot Notice pursuant to the provisions of Sections 108, 110 and all other applicable provisions of the Companies Act, 2013 and Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 and all other applicable rules made under the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof from time to time) (hereinafter referred to as ‘the Act’), Regulation 44 and all other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘the Listing Regulations’), read with Ministry of Corporate Affairs (‘MCA’) General Circulars No. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 and 11/2022 dated December 28, 2022 read with other relevant circulars (‘MCA Circulars’) and subject to other applicable laws and regulations.

The Company has sent the Postal Ballot Notice by email to all its Members of the Company who have registered their email addresses with the Company/ KFin Technologies Limited (formerly known as KFin Technologies Private Limited) (‘R&TA’/ ‘KFinTech’) or the Depository Participants. In terms of the MCA Circulars, the Company is sending this Postal Ballot Notice in electronic form only. Hard copy of the Postal Ballot Notice along with the Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot and Members are required to communicate their assent or dissent only through the remote e-voting system. Please note that no physical ballot forms will be acceptable. The instructions for remote e-voting are appended to the Postal Ballot Notice.

The Notice is being communicated to all the Members whose names appear in the Register of Members/ Beneficiary Position maintained by the Depositories as on Friday, March 24, 2023, being the cut-off date for the purpose of remote e-voting. This Postal Ballot Notice is available at the Company’s website: www.enil.co.in at https://www.enil.co.in/postal-ballot.php and websites of the stock exchanges - BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com and at the website of KFin Technologies Limited (‘R&TA’/ ‘KFintech’) at https://evoting.kfintech.com at the Downloads section.

Voting rights of the Members shall be reckoned on the paid up value of the shares registered in the name of the Members and shall be in proportion to their shares of the paid up equity share capital of the

Registered Office : ‘A’ Wing, 4[th] Floor, Matulya Centre, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400 013, India. Tel: 022 6662 0600. Fax: 022 6661 5030. E-mail: [email protected] www.enil.co.in Corporate Identity Number: L92140MH1999PLC120516

entertainment network (India) limited

Corporate Office : 14[th] Floor, Trade World, D-Wing, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400 013, India. Tel: 022 6753 6983.

Company as on the aforesaid cut-off date. A person who is not a Member as on the cut-off date should treat this Notice for information purpose only.

The Postal Ballot Notice contains the following Special Resolutions:

Sr. No.	Type of Resolution	Brief particulars
1	Special Resolution	Reappointment of Ms. Sukanya Kripalu (DIN: 06994202) as the Independent Director
2	Special Resolution	Appointment of Mr. Yatish Mehrishi (PAN: AEXPM1887N) as the Manager

The login ID and password have been provided in the e-mail to enable the Members to use remote e- voting facility.

The Board of Directors of the Company ( hereinafter referred to as ‘the Board’) has appointed Mrs. Pooja Jain, Practicing Company Secretary (Membership No: F8160) - Partner of M/s. VPP and Associates, failing her, Mr. Vipin Mehta, Practicing Company Secretary (Membership No: F8587)Partner of M/s. VPP and Associates as the Scrutinizer to conduct the Postal Ballot through remote e- voting process in a fair and transparent manner .

(a) The Business is to be transacted by postal ballot through voting by electronic means (remote e- voting) as per the MCA Circulars;
(b) Date of completion of e-mail communication of Notices: Monday, March 27, 2023;
(c) Date of commencement of remote e-voting: Tuesday, March 28, 2023 at 9:00 A.M. (IST);
(d) Date of end of remote e-voting: Wednesday, April 26, 2023 at 5:00 P.M. (IST);
(e) Remote E-voting by electronic mode shall not be allowed beyond 5:00 P.M. (IST) on Wednesday, April 26, 2023; the remote e-voting module shall be disabled for voting thereafter;
(f) Members, who have not received e-mail of Postal Ballot Notice may kindly refer to the instructions at below stated para titled as: Manner of registering/updating email addresses.
(g) Person responsible to address the queries/grievances connected with the voting by postal ballot through voting by electronic means (remote e-voting): Ms. C. Shobha Anand- Deputy Vice President, KFin Technologies Limited, (‘R&TA’/ ‘KFinTech’) [Unit: Entertainment Network (India) Limited], Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500032. E-mail ID: [email protected], Contact No. 04067162222; Fax: 040-23431551; Toll Free no.: 1800-309-4001. In case of any query pertaining to e-voting, the Members are requested to refer to the detailed procedure on e-voting furnished separately to vote through electronic mode. In case of any query pertaining to e-voting, please visit Help and FAQ’s section of https://evoting.kfintech.com (KFintech’s website) or download User Manual for Shareholders available at the Downloads section of https://evoting.kfintech.com or e-mail to [email protected] or contact Ms. C. Shobha Anand on 1800-309-4001 (toll free number). For casting votes, members are requested to read the instructions. The Postal Ballot Notice dated March 22, 2023 has been emailed, along with the procedure for remote e-voting, to the members and same is also available on the website of the Company at www.enil.co.in [url: http://enil.co.in/postal-ballot.php] and at website of KFintech at https://evoting.kfintech.com and websites of the stock exchanges - BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com.
(h) Day, date, time and venue of declaration of results and link of the website where such results will be displayed: The results of voting by means of Postal Ballot through Remote E-voting shall be declared on or before Thursday, April 27, 2023 by 11.00 p.m. IST and will be displayed

entertainment network (India) limited

Corporate Office : 14[th] Floor, Trade World, D-Wing, Kamala Mills Compound, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400 013, India. Tel: 022 6753 6983.

along with the Scrutiniser's Report at the Registered as well as Corporate Office of the Company, communicated to the Stock Exchanges and would also be uploaded on the Company's website: www.enil.co.in at https://www.enil.co.in/postal-ballot.php and on the website of KFintech: https://evoting.kfintech.com .

Manner of casting vote through remote e-voting :

The Members, whose names appear in the Register of Members / list of Beneficial Owners as on Friday, March 24, 2023 (cut-off date) are entitled to vote on the Resolutions set forth in the Postal Ballot Notice.
Detailed procedure for remote e-voting has been mentioned in the Postal Ballot Notice (Note nos. 11 to 17) and same is also available at the website of the Company at www.enil.co.in [url: http://enil.co.in/postal-ballot.php] and at website of KFintech at https://evoting.kfintech.com.
Login credential and password details have been emailed to the members at their registered email ID.
In case of any query pertaining to e-voting, please visit Help and FAQ’s section of https://evoting.kfintech.com (KFintech’s website) or download User Manual for Shareholders available at the Downloads section of https://evoting.kfintech.com or e-mail to [email protected].

Manner of registering/updating email addresses :

Shareholders holding shares in dematerialized mode can register/ update email, mobile details, etc. with their depository participants.
Shareholders holding shares in physical mode can contact the Company’s Registrar and Transfer Agents, KFin Technologies Limited by sending an email request at [email protected] with the copy of the signed request letter mentioning the name, folio number and address of the Member, self-attested copy of the PAN card, and self-attested copy of any document (e.g. Driving License, Election Identity Card, Passport) in support of the address of the Member and copy of the share certificate.
The process for registration of email address with KFin Technologies Limited (on a temporary basis only for this Postal Ballot voting process) for receiving the Postal Ballot Notice and login ID and password for remote e-voting has been stated in the Postal Ballot Notice. Members are requested to visit the link: https://ris.kfintech.com/clientservices/mobilereg/mobileemailreg.aspx and select the name of the Company viz. Entertainment Network (India) Limited and follow the steps for registration of email address on a temporary basis only for this Postal Ballot voting process.

For casting votes, members are requested to read the instructions as already communicated to them. Postal Ballot Notice is attached herewith.

Yours truly,

For Entertainment Network (India) Limited

Mehul Digitally signed by Rasiklal Mehul Rasiklal Shah Date: 2023.03.27 Shah 17:04:33 +05'30'

Mehul Shah

EVP– Compliance & Company Secretary

(FCS no- F5839)

Encl: a/a

==> picture [133 x 34] intentionally omitted <==

Entertainment Network (India) Limited

Corporate Identity Number: L92140MH1999PLC120516 Regd. Office : ‘A’ Wing, 4[th] floor, Matulya Centre, Senapati Bapat Marg, Lower Parel (West), Mumbai – 400013, India.

Tel: 022 6662 0600, 022 67536983. Fax: 022 6661 5030. Website: www.enil.co.in E-mail: [email protected]

POSTAL BALLOT NOTICE

To,

The Members of Entertainment Network (India) Limited,

Postal Ballot Notice (‘Notice’) is hereby given pursuant to the provisions of Sections 108, 110 and all other applicable provisions of the Companies Act, 2013 read with the Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 and all other applicable rules made under the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof from time to time) (hereinafter referred to as ‘the Act’), Regulation 44 and all other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘the Listing Regulations’) as amended from time to time and Ministry of Corporate Affairs (‘MCA’) General Circulars No.14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 and 11/2022 dated December 28, 2022 read with other relevant circulars (‘MCA Circulars’) and subject to other applicable laws and regulations; that the Special Resolutions appended hereof are proposed to be passed by the Members of Entertainment Network (India) Limited (‘the Company’/ ‘ENIL’) by way of Postal Ballot, only through remote e-voting.

MCA has allowed companies to transact items through the postal ballot up to September 30, 2023, in accordance with the framework provided in the aforementioned MCA Circulars.

The Company is sending Postal Ballot Notice by email to all its Members who have registered their email addresses with the Company/ KFin Technologies Limited (formerly known as KFin Technologies Private Limited) (‘R&TA’/ ‘KFinTech’) or the Depository Participants. In terms of the MCA Circulars, the Company is sending this Postal Ballot Notice in electronic form only. Hard copy of the Postal Ballot Notice along with the Postal Ballot Form and pre-paid business reply envelope will not be sent to the Members for this Postal Ballot and Members are required to communicate their assent or dissent only through the remote e-voting system. Please note that no physical ballot forms will be acceptable. The instructions for remote e-voting are appended to this Postal Ballot Notice.

The Explanatory Statement pursuant to Sections 102 and

110 of the Act pertaining to Special Resolutions No. 1 and 2 setting out the material facts concerning the same and the reasons thereof is annexed hereto for your consideration.

The Board of Directors of the Company (hereinafter referred to as ‘the Board’) has appointed Mrs. Pooja Jain, Practicing Company Secretary (Membership No: F8160) - Partner of M/s. VPP and Associates, failing her, Mr. Vipin Mehta, Practicing Company Secretary (Membership No: F8587)Partner of M/s. VPP and Associates as the Scrutinizer to conduct the Postal Ballot through remote e-voting process in a fair and transparent manner.

Members are requested to peruse the proposed Special Resolutions No. 1 and 2 along with the Explanatory Statement and thereafter, record their assent (for) or dissent (against) by means of the remote e-voting facility provided by the Company not later than 5:00 p.m. IST on Wednesday, April 26, 2023, to be eligible to be considered, failing which it will be strictly considered that no reply has been received from the Members. Members desiring to exercise their votes are requested to carefully read the instructions in the Notes under the Section ‘Procedure for Remote E-voting’.

The Company has appointed KFin Technologies Limited (‘R&TA’/ ‘KFinTech’) for facilitating Postal Ballot through remote e-voting.

The Scrutinizer will submit the report to the Chairman or any other person of the Company authorised by him, after the completion of scrutiny of the votes. The results of voting by means of Postal Ballot through Remote E-voting shall be declared on or before Thursday, April 27, 2023, by 11.00 p.m. IST and will be displayed, along with the Scrutinizer’s Report, at the Registered Office as well as the Corporate Office of the Company, communicated to the Stock Exchanges and would also be uploaded on the Company’s website: www. enil.co.in at https://www.enil.co.in/postal-ballot.php and on the website of KFinTech: https://evoting.kfntech.com.

In case of any query pertaining to e-voting, please visit Help and FAQ’s section of https://evoting.kfntech.

com (KFinTech’s website) or download User Manual for Shareholders available at the Downloads section of https:// evoting.kfntech.com or e-mail to [email protected].

Person responsible to address the grievances connected with the facility for voting by electronic means: Ms. C. Shobha Anand, Deputy Vice President, KFin Technologies Limited, (‘R&TA’/ ‘KFinTech’) [Unit: Entertainment Network (India) Limited], Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500032. Phone: 04067162222; Toll-Free no.: 1800-309-4001. E-mail: einward. [email protected], Website: www.kfntech.com.

The Notice is being communicated to all the Members whose names appear in the Register of Members/ Beneficiary Position maintained by the Depositories as on Friday, March 24, 2023, being the cut-off date for the purpose of voting.

The Remote e-voting facility will be available during the following voting period:

The Remote e-voting facility following voting period:	will be available during the
Commencement of Remote e-voting	End of Remote e-voting
Tuesday, March 28, 2023, at 9.00 A.M. (IST)	Wednesday, April 26, 2023, at 5.00 P.M.(IST)

Voting shall not be allowed beyond 5.00 P.M. (IST) on Wednesday, April 26, 2023.

The Remote E-voting module shall be disabled for voting thereafter. Once the vote on a Resolution is cast by a Member, whether partially or otherwise, the Member shall not be allowed to change it subsequently or cast the vote again.

Subject to the applicable provisions of the Companies Act, 2013 read with the rules made thereunder (as amended), the voting rights of the Members shall be reckoned on the paidup value of the shares registered in the name of the Members and shall be in proportion to their shares of the paid-up equity share capital of the Company as on the aforesaid cutoff date. A person who is not a Member as of the cut-off date should treat this Notice for information purpose only.

This Postal Ballot Notice is available at the Company’s website: www.enil.co.in at https://www.enil.co.in/postalballot.php and websites of the stock exchanges - BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com and at the website of KFinTech at https://evoting.kfntech.com at the Downloads section.

SPECIAL BUSINESS:

(1) Reappointment of Ms. Sukanya Kripalu (DIN: 06994202) as the Independent Director

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

150, 152, read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and Companies (Appointment and Qualification of Directors) Rules, 2014 and all other applicable rules made under the Companies Act, 2013 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force) (hereinafter referred to as ‘the Act’) and applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force) (hereinafter referred to as ‘the Listing Regulations’), Ms. Sukanya Kripalu (DIN: 06994202), who was appointed as the Independent Non-executive Director (Independent Director) of the Company at the 19[th] Annual General Meeting (‘AGM’) of the Company held on September 26, 2018 and who holds office of the Independent Director up to May 22, 2023 and who is not disqualified to become a director under the Act and who meets the criteria of independence as provided in Section 149 of the Act and the Listing Regulations and who has submitted a declaration to that effect and who is eligible for reappointment as the Independent Director and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing her candidature for the office of the Independent Director of the Company and being eligible, be and is hereby reappointed as the Independent Director of the Company, not liable to retire by rotation, to hold office for the second term of five consecutive years commencing from May 23, 2023 to May 22, 2028, on the terms and conditions as set out in the Explanatory Statement pursuant to Section 102 of the Act annexed to this Notice;

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to settle any question, difficulty or doubt, that may arise in regard to the implementation of this Resolution and to delegate all or any of its powers to any of its committee(s) or any director or officer or person and to do all such acts, deeds, matters and things as may be necessary, expedient and desirable, including filing the required forms or documents with regulatory authorities, for the purpose of giving effect to this Resolution and for matters connected therewith or incidental thereto.”

(2) Appointment of Mr. Yatish Mehrishi (PAN: AEXPM1887N) as the Manager

To consider and, if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT based on the evaluation of performance, and approval and recommendation of the Nomination and Remuneration Committee through its Resolution dated March 22, 2023 and approval of the Board of Directors through its Resolution dated March 22, 2023 and pursuant to the provisions of Sections 196, 197, 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and all other

applicable rules made under the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof from time to time) (hereinafter referred to as ‘the Act’) and applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof from time to time) (hereinafter referred to as ‘the Listing Regulations’) and subject to the approvals, consents, permissions, sanctions, etc., of the concerned statutory, regulatory and other authorities, if and to the extent applicable and required, and subject to such conditions and modifications as may be prescribed, stipulated or imposed by any of them while granting such approvals, consents, permissions, sanctions and the like, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the ‘Board’ which shall include duly authorized committee thereof for the time being in force exercising the powers conferred upon it by the Board), the Members of the Company do hereby accord their approval for the appointment of Mr. Yatish Mehrishi (PAN: AEXPM1887N) (who is currently designated as the Chief Executive Officer (‘CEO’) and will continue to hold the same designation on a continuation basis) as the Manager of the Company for a period of five years commencing from April 1, 2023 and concluding on March 31, 2028 (‘Term of appointment’), on the terms and conditions including remuneration, as set out in the Explanatory Statement pursuant to Section 102 of the Act annexed to this Notice;

RESOLVED FURTHER THAT Mr. Yatish Mehrishi will continue to be the Key Managerial Personnel of the Company under the provisions of Section 203 of the Act;

RESOLVED FURTHER THAT where in any financial year during the currency of the Term of appointment of Mr. Yatish Mehrishi as the Manager , the Company has no profits or its profits are inadequate, the Company will pay to Mr. Mehrishi remuneration by way of salary, benefits, perquisites, allowances, etc. as specified in the Explanatory Statement annexed herewith as the minimum remuneration for a period not exceeding 3 (three) years, subject to compliance with the applicable provisions of Sections 196, 197 and all other applicable provisions, if any, of the Act read with Schedule V of the Act, as amended from time to time, subject to the approval of the concerned statutory, regulatory and other authorities, if and to the extent necessary and applicable;

RESOLVED FURTHER THAT the Board be and is hereby authorized to take all such steps as may be necessary, proper, expedient or desirable to give effect to this Resolution, to make modifications thereto as may be deemed to be in the interest of the Company, with liberty to the Board to alter and vary the designation, terms and conditions of the aforesaid appointment, including but not limited to determine the remuneration payable to Mr. Yatish Mehrishi and also the types and amount of perquisites, other benefits, and allowances, from time to time, in accordance with the provisions of the Act;

RESOLVED FURTHER THAT the Board be and is hereby authorized to settle any question, difficulty or doubt, that may arise in regard to the implementation of this Resolution and to delegate all or any of its powers to any of its committee(s) or any director or officer or person and to do all such acts, deeds, matters and things as may be necessary, expedient and desirable, including filing the required forms or documents with regulatory authorities, for the purpose of giving effect to this Resolution and for matters connected therewith or incidental thereto.”

By Order of the Board of Directors For Entertainment Network (India) Limited sd/-

Mehul Shah EVP – Compliance & Company Secretary FCS: 5839 Mumbai, March 22, 2023

Registered Office:

Entertainment Network (India) Limited ,

CIN: L92140MH1999PLC120516, 4[th] Floor, A-Wing, Matulya Centre, Senapati Bapat Marg, Lower Parel (West), Mumbai - 400 013. www.enil.co.in

Notes:

(1) The relevant Explanatory Statement pursuant to the provisions of Section 102 and 110 and all other applicable provisions of the Companies Act, 2013 read with the applicable rules made under the Companies Act, 2013 (‘the Act’), setting out the material facts and reasons for the proposed Special Resolutions at Item No. 1 and 2 above is annexed hereto.
(2) In compliance with the provisions of Sections 108, 110 and all other applicable provisions of the Act, read with the Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 and all other applicable rules made under the Act, Regulation 44 and all other applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘the Listing Regulations’) as amended from time to time and Ministry of Corporate Affairs (‘MCA’) General Circulars No.14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 and 11/2022 dated December 28, 2022 read with other relevant circulars (‘MCA Circulars’), the Postal Ballot Notice is being sent to the Members whose names appear on the Register of Members/ List of Beneficial Owners as received from National Securities Depository Limited (‘NSDL’) and Central Depository Services (India) Limited (‘CDSL’) as on Friday, March 24, 2023 (‘cut-off date’) and the Postal Ballot Notice is being sent only in electronic mode to those Members whose e-mail addresses are registered with the Company or KFin Technologies Limited (‘R&TA’/ ‘KFinTech’) or the Depository Participant(s). The Company is sending this Postal

Ballot Notice in electronic form only. The Company expresses its inability to dispatch a hard copy of this Postal Ballot Notice along with Postal Ballot forms and pre-paid Business Reply Envelope to the Members for this Postal Ballot. Accordingly, the communication of the assent or dissent of the Members would take place through the remote e-Voting system only.

Members who have not registered their e-mail addresses are requested to register/ update their email addresses with the Depository through the concerned Depository Participants (in respect of electronic holdings) and with KFinTech (in respect of physical holdings) by following due procedure.

A copy of this Postal Ballot Notice is available on the website of the Company at www.enil.co.in at https:// www.enil.co.in/postal-ballot.php, website of the Stock Exchanges where the shares of the Company are listed i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of KFinTech at https://evoting.kfntech.com.

(3) Members whose names appear on the Register of Members/ List of Beneficial Owners as on cut-off date will be considered for the purpose of voting in proportion to their share in the paid-up Equity Share capital of the Company as on the cut-off date. Members are eligible to cast vote only if they are holding shares as on the cut-off date. A person who is not a Member as on the cut-off date should treat this Notice for information purposes only. Resolutions passed by the Members by way of Postal Ballot through remote e-voting are deemed to have been passed as if the same have been passed at a general meeting of the Members and shall be deemed to have been passed on the last date of remote e-voting, i.e. Wednesday, April 26, 2023.
(4) Members cannot exercise votes by proxy on Postal Ballot.
(5) A Member need not use all his/ her/ its votes, nor does he/ she/ it need to cast all his/ her/ its votes in the same way.
(6) Voting rights shall be reckoned on the paid up value of shares registered in the name of the Members as on the cut-off date.
(7) The Company’s Registrar & Share Transfer Agents are KFin Technologies Limited (formerly known as KFin Technologies Private Limited) (‘R&TA’/ ‘KFinTech’), [Unit: Entertainment Network (India) Limited], Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500032. E-mail ID: [email protected], Website: www. kfntech.com, Contact No. 040-67162222; Toll Free no.: 1800-309-4001. The Company has appointed KFinTech for facilitating remote e-voting.
(8) The Board of Directors of the Company has appointed Mrs. Pooja Jain, Practicing Company Secretary (Membership No: F8160) - Partner of M/s. VPP and

Associates, failing her, Mr. Vipin Mehta, Practicing Company Secretary (Membership No: F8587)Partner of M/s. VPP and Associates as the Scrutinizer to conduct the Postal Ballot remote e-voting process and to scrutinize votes cast electronically in a fair and transparent manner. Scrutinizer is willing to be appointed and will be available for the purpose of ascertaining the requisite majority. The results of voting by means of Postal Ballot through Remote E-voting shall be declared on or before Thursday, April 27, 2023, by 11.00 p.m. IST and will be displayed, along with the Scrutiniser’s Report, at the Registered as well as Corporate Office of the Company and would be uploaded on the Company’s website: www.enil.co.in at https://www.enil.co.in/postal-ballot.php and on the website of KFinTech: of https://evoting.kfntech. com. The results shall also be immediately forwarded to BSE Limited and National Stock Exchange of India Limited.

(9) The Scrutinizer’s decision on the validity of the Postal Ballot shall be final.
(10) All documents referred to in the Notice are open for inspection by the members and same shall be so made available for inspection in physical or in electronic form during business hours on a working day at the Registered Office of the Company and copies thereof shall also be made available for inspection in physical or electronic form at the Corporate Office of the Company without payment of a fee. Any Member interested in obtaining such information may write to the Company Secretary at [email protected] and the same will be furnished on request.

Procedure for remote e-voting

(11) The remote e-voting period will commence at 9.00 a.m. (IST) on Tuesday, March 28, 2023 and will end at 5.00 p.m. (IST) on Wednesday, April 26, 2023. During this period, the Members of the Company (as on the cut-off date) holding shares in physical form or in dematerialized form may cast their vote through remote e-voting. At the end of remote e-voting period, the facility of remote e-voting shall forthwith be blocked/ disabled.
(12) Once the vote on a resolution is cast by the Member, whether partially or otherwise, the Member shall not be allowed to change it subsequently or cast the vote again.
(13) Members are requested to refer to the detailed procedure on e-voting furnished separately and same shall be available on the Company’s website: www. enil.co.in. In case of any query pertaining to e-voting, please visit Help and FAQ’s section of https://evoting. kfntech.com (R&TA’s website) or download User Manual for Shareholders available at the Downloads section of https://evoting.kfntech.com or e-mail to [email protected].

Person responsible to address the grievances

connected with facility for voting by electronic means: Ms. C. Shobha Anand- Deputy Vice President, KFin Technologies Limited, (‘R&TA’/ ‘KFinTech’) [Unit: Entertainment Network (India) Limited], Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500032. E-mail ID: [email protected], Contact No. 040-67162222; Toll Free no.: 1800-309-4001.

(14) In terms of the SEBI circular no. SEBI/HO/CFD/ CMD/CIR/P/2020/242 dated December 9, 2020 on ‘e-Voting Facility Provided by Listed Entities’, Individual shareholders holding securities in demat

mode are allowed to vote by way of single login credential, through their demat accounts/websites of Depositories/ Depository Participant(s). Individual demat account holders would be able to cast their vote without having to register again with the e-voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and convenience of participating in the e-voting process. Shareholders are required to update their mobile number and e-mail ID correctly in their demat account in order to access the e-voting facility.

(15) Detailed procedure and manner on remote e-voting for individual shareholders holding securities in demat mode:

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with National Securities Depository Limited (NSDL)	1. Useralready registered for IDeAS e-Services facility of NSDL may follow the following procedure: 1.1. Type in the browser / Click on the following e-Services link: https://eservices. nsdl.com 1.2. Once the home page of e-Services is launched, click on the ‘Benefcial Owner’ icon under ‘Login’ under ‘IDeAS’ section. 1.3. A new screen will open. Enter your User ID and Password for accessing ‘IDeAS’. 1.4. After successful authentication, you will enter your ‘IDeAS’ service login. Click on “Access to e-voting” under Value Added Services (e-voting services) on the panel. 1.5. Click on ‘Active E-voting Cycles’ option under E-voting. 1.6. You will see the Company name ‘Entertainment Network (India) Limited’ on the next screen. Click on the e-voting link available against the Company name - ‘Entertainment Network (India) Limited’ or select e-voting service provider ‘KFinTech’ and you will be re-directed to e-voting page of ‘KFinTech’ for casting your vote during the remote e-voting period. 2. User not registered for IDeASe-Services facility of NSDL may follow the following procedure: 2.1. To register, in the browser / Click on the following e-Services link:https:// eservices.nsdl.com 2.2. Select option ‘Register Online for IDeAS’ or click athttps://eservices.nsdl. com/SecureWeb/IdeasDirectReg.jsp 2.3. Proceed to complete registration using your DP ID, Client ID, Mobile Number etc. 2.4. After successful registration, please follow steps given at Serial number 1 above to cast your vote. 3. Users may directly access the e-voting module of NSDLas per the following procedure: 3.1. Type in the browser / Click on the following link:https://www.evoting.nsdl. com 3.2. Click on the button ‘Login’ available under ‘Shareholder/ Member’ section. 3.3. On the login page, enter User ID (that is, 16-character demat account number held with NSDL, starting with IN), Login Type, that is, through typing Password (in case you are registered on NSDL’s e-voting platform)/ through generation of OTP (in case your mobile/e-mail address is registered in your demat account) and Verifcation Code as shown on the screen. 3.4. Post successful authentication, you will enter the e-voting module of NSDL. You will see Company Name: ‘Entertainment Network (India) Limited’ on the next screen. Click on the e-voting link available against ‘Entertainment Network (India) Limited’ or select e-voting service provider ‘KFinTech’. 3.5. On successful selection, you will be redirected to KFinTech e-voting page for casting your vote duringthe remote e-voting period.

Type of shareholders

Individual Shareholders
holding securities
in demat mode with
National Securities
Depository Limited
(NSDL)

1.
Useralready registered for IDeAS e-Services facility of NSDL may follow the
following procedure:
1.1.
Type in the browser / Click on the following e-Services link: https://eservices.
nsdl.com
1.2.
Once the home page of e-Services is launched, click on the ‘Benefcial Owner’
icon under ‘Login’ under ‘IDeAS’ section.
1.3.
A new screen will open. Enter your User ID and Password for accessing
‘IDeAS’.
1.4.
After successful authentication, you will enter your ‘IDeAS’ service login. Click
on “Access to e-voting” under Value Added Services (e-voting services) on the
panel.
1.5.
Click on ‘Active E-voting Cycles’ option under E-voting.
1.6.
You will see the Company name ‘Entertainment Network (India) Limited’ on
the next screen. Click on the e-voting link available against the Company
name - ‘Entertainment Network (India) Limited’ or select e-voting service
provider ‘KFinTech’ and you will be re-directed to e-voting page of ‘KFinTech’
for casting your vote during the remote e-voting period.
2.
User not registered for IDeASe-Services facility of NSDL may follow the following
procedure:
2.1.
To register, in the browser / Click on the following e-Services link:https://
eservices.nsdl.com
2.2.
Select option ‘Register Online for IDeAS’ or click athttps://eservices.nsdl.
com/SecureWeb/IdeasDirectReg.jsp
2.3.
Proceed to complete registration using your DP ID, Client ID, Mobile Number
etc.
2.4.
After successful registration, please follow steps given at Serial number 1
above to cast your vote.
3.
Users may directly access the e-voting module of NSDLas per the following
procedure:
3.1.
Type in the browser / Click on the following link:https://www.evoting.nsdl.
com
3.2.
Click on the button ‘Login’ available under ‘Shareholder/ Member’ section.
3.3.
On the login page, enter User ID (that is, 16-character demat account
number held with NSDL, starting with IN), Login Type, that is, through typing
Password (in case you are registered on NSDL’s e-voting platform)/ through
generation of OTP (in case your mobile/e-mail address is registered in your
demat account) and Verifcation Code as shown on the screen.
3.4.
Post successful authentication, you will enter the e-voting module of NSDL.
You will see Company Name: ‘Entertainment Network (India) Limited’ on
the next screen. Click on the e-voting link available against ‘Entertainment
Network (India) Limited’ or select e-voting service provider ‘KFinTech’.
3.5.
On successful selection, you will be redirected to KFinTech e-voting page for
casting your vote duringthe remote e-voting period.

Type of shareholders

Login Method

Users may directly access the can also download NSDL Mobile App ‘NSDL Speede’ facility by scanning the QR code mentioned below for a seamless voting experience.

NSDL Mobile App is available on

==> picture [196 x 95] intentionally omitted <==

Individual Shareholders 1. Users already registered for Easi / Easiest facility of CDSL may follow the following holding securities procedure: in demat mode with 1.1. Type in the browser / Click on the following links to login: https://web.
Central Depository cdslindia.com/myeasi/home/login or: www.cdslindia.com and click
Services (India) Limited [CDSL] on Login icon and select ‘New System Myeasi’/ ‘Login to MyEasi’ (best operational in Internet Explorer 10 or above and Mozilla Firefox)
- 1.2. Login with your registered user id and password.
- 1.3. You will see the Company name – ‘Entertainment Network (India) Limited’ on the next screen. Click on the e-voting link available against ‘Entertainment Network (India) Limited’ or select e-voting service provider i.e., ‘KFinTech’ and you will be redirected to the e-voting page of KFinTech for casting your vote during the remote e-voting period.
User not registered for Easi/Easiest facility of CDSL may follow the following procedure:
- 2.1. To register, type in the browser / Click on the following link: https://web.cdslindia.com/myeasi/Registration/EasiRegistration
2.2. Proceed to complete the registration using your DP ID- Client ID (BO ID) etc. 2.3. After successful registration, please follow steps given at Serial number 1 above to cast your vote.
1. User may directly access the e-voting module of CDSL as per the following procedure:

	3.	2.2. Proceed to complete the registration using your DP ID- Client ID (BO ID) etc. 2.3. After successful registration, please follow steps given at Serial number 1 above to cast your vote. User may directly access the e-voting module of CDSL as per the following procedure:
		3.1. Type in the browser / Click on the following links:www.cdslindia.comand
		click on E-Voting or /https://evoting.cdslindia.com/Evoting/EvotingLogin
		3.2. Provide your demat Account Number and PAN No.
		3.3. System will authenticate the user by sending OTP on registered Mobile &
		Email as recorded in the demat Account.
		3.4. On successful authentication, you will enter the e-voting module of CDSL.
		Click on the e-voting link available against the Company Name: ‘Entertainment
		Network (India) Limited’ or select e-voting service provider ‘KFinTech’ and you
		will be redirected to KFinTech e-voting page for casting your vote during the
		remote e-voting period.
Individual Shareholder	1.	You can also login using the login credentials of your demat account through your
login through their		Depository Participant registered with NSDL /CDSL for e-voting facility.
demat accounts / Website of Depository Participant	2.	Once logged-in, you will be able to see e-voting option. Once you click on e-voting option, you will be redirected to NSDL / CDSL Depository site after successful authentication, wherein you can see e-voting feature.
	3.	Click on options available against the Company Name: ‘Entertainment Network
		(India) Limited’ or e-voting service provider – ‘KFinTech’ and you will be redirected to
		e-votingwebsite of KFinTech for casting your vote duringthe remote e-voting period.

Important note: Members who are unable to retrieve User ID / Password are advised to use ‘Forgot user ID’ / ‘Forgot Password’ option available at respective websites.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e., NSDL and CDSL.

Login type	Helpdesk details
Securities held with NSDL	Please contact NSDL helpdesk by sending a request [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Securities held with CDSL	Please contact CDSL helpdesk by sending a request [email protected] or contact at 022- 23058738 or 022-23058542-43

d procedure and manner on remote e-voting	(v)	You need to login again with the new
reholders other than individual shareholders		credentials.
g securities in demat mode and shareholders g securities in physical mode:	(vi)	On successful login, the system will prompt you to select the E- Voting Event
Members whose e-mail IDs are registered with		Number (‘EVEN’) for Entertainment
the Company/ Depository Participant(s) will		Network (India) Limited. Click on
receive an e-mail fromKFinTech,which will		“Submit”.
include the details of E-Voting Event Number (‘EVEN’), USER ID and password. Such Members are requested to follow the following process: (i) Launch internet browser by typing the URL:https://evoting.kfntech.com	(vii)	On the voting page, enter the number of shares (which represents the number of votes) as on the cut-off date under “FOR/ AGAINST” or alternatively, you may partially enter any number in “FOR” and partially in “AGAINST” but
(ii) Enter the login credentials (i.e., User		the total number in “FOR/ AGAINST”
ID and password). In case of physical		taken together should not exceed
folio, User ID will be the E-voting Event		your total shareholding as mentioned
Number (EVEN) followed by your Folio		hereinabove. You may also choose the
Number. In case of Demat account,		option “ABSTAIN”. If the Member does
User ID will be your DP ID and Client ID.		not indicate either “FOR” or “AGAINST”,
However, if you are already registered with KFinTech for e-voting, you can use your existing User ID and password for		it will be treated as “ABSTAIN” and the shares held will not be counted under either head.
casting your vote.	(viii)	Members holding multiple folios/
(iii) After entering these details appropriately, click on “LOGIN”.		demat accounts shall choose the voting process separately for each of the folios/ demat accounts.
(iv) You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one	(ix)	Voting has to be done for each item of the Notice separately. In case you do not desire to cast your vote on any specifc item, it will be treated as abstained.
upper case (A-Z), one lower case (a-z),	(x)	You may then cast your vote by selecting
one numeric value (0-9) and a special character (@, #, $, etc.). The system will prompt you to change your password and update your contact details like		an appropriate option and click on “Submit”. A confrmation box will be displayed. Click “OK” to confrm, else “CANCEL” to modify. Once you confrm,
mobile number, e-mail ID, etc. on frst login. You may also enter a secret question and answer of your choice to retrieve your password in case you		you will not be allowed to modify your vote. During the voting period, Members can login any numbers of times till they have voted on the Resolution(s).
forget it.It is strongly recommended	(xi)	Corporate/ Institutional Members (i.e.
that you do not share your password		other than individuals, HUF, NRI, etc.)
with any other person and that you take		are also required to send scanned
utmost care to keep your password		certifed true copy (PDF Format) of
confdential.		the board resolution/ authority letter,

(16) Detailed procedure and manner on remote e-voting for shareholders other than individual shareholders holding securities in demat mode and shareholders holding securities in physical mode:
A) Members whose e-mail IDs are registered with the Company/ Depository Participant(s) will receive an e-mail from KFinTech, which will include the details of E-Voting Event Number (‘EVEN’), USER ID and password. Such Members are requested to follow the following process:

etc., together with attested specimen signature(s) of the duly authorized representative(s), to the Scrutinizer at e-mail ID: enil.scrutinizer@hkacs. com with a copy marked to evoting@ kfntech.com and enil.investors@ timesgroup.com and they may also upload the said documents in the e-voting module with their login credentials, on or before the closure of the e-voting. The scanned image of the above mentioned documents should be in the naming format “ENIL_EVEN NO.”

(xii) At the end of remote e-voting period, the facility of remote e-voting shall forthwith be blocked/ disabled.
B) Members whose email IDs are not registered with the Company/ KFinTech/ Depository Participants(s), please follow the following steps to generate your login credentials. To facilitate the Members to receive this Notice electronically and cast their vote electronically, the Company has made arrangements with KFinTech for the registration of e-mail addresses of the Members in terms of the circulars issued by MCA. Eligible Members who have not submitted their e-mail address to the Company or KFinTech are required to provide their e-mail address to KFinTech, on or before 5:00 p.m. (IST) on Monday, March 27, 2023.

The process for registration of e-mail address with KFinTech (on temporary basis only for this Postal Ballot voting process) for receiving the Postal Ballot Notice and login ID and password for remote e-voting is as under:

(i) Visit the link:

https://ris.kfntech.com/clientservices/ mobilereg/mobileemailreg.aspx

(ii) Members are requested to follow the process as guided to capture the email address and mobile number for sending the soft copy of the notice and e-voting instructions along with the User ID and Password.
(iii) In case of any queries, Member may write to [email protected].
(iv) Alternatively, Member may send an e-mail request at the email id einward. [email protected] along with scanned copy of the signed copy of the request letter providing the email address, mobile number, self-attested PAN copy and Client Master copy in case of electronic folio and copy of share certificate in case of physical folio for sending the Postal Ballot Notice and

remote e-voting instructions.

(v) After receiving the e-voting instructions, please follow all steps above to cast your vote by electronic means.

Please note that in case of shareholding in dematerialised form, the updation of e-mail address as stated above will be on temporary basis only for this Postal Ballot voting process. As stated earlier, Members are requested to register their e-mail addresses with their Depository Participants, in respect of electronic holdings.

After successful submission of the e-mail address, KFinTech will e-mail a copy of this Postal Ballot Notice along with the e-voting user ID and password. In case of any queries, Members are requested to write to KFinTech.

(17) Any person who becomes the Member of the Company after the communication of the Postal Ballot Notice and holding shares as on the cut-off date may obtain the User ID and password from R&TA in the following manner:
If the mobile number of the member is registered against Folio No./ DP ID Client ID, the member may send SMS: MYEPWD E-Voting Event Number + Folio No. or DP ID Client ID to 9212993399:
- » Example for NSDL: MYEPWD IN12345612345678
- » Example for CDSL: MYEPWD 1402345612345678
- » Example for the Members holding shares in physical mode:

MYEPWD XXXX1234567890

If e-mail address or mobile number of the Member is registered against Folio No./ DP ID Client ID, then on the home page of https:// evoting.kfntech.com, the Member may click “Forgot Password” and enter Folio No. or DP ID Client ID and PAN to generate a password.
Member may call on the R&TA’s phone no: 04067162222 or toll-free numbers 1800-309-4001.
Member may write to R&TA on the e-mail ID: [email protected] or to Ms. C. Shobha Anand, Deputy Vice President at KFin Technologies Limited, [Unit: Entertainment Network (India) Limited], Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad– 500032, requesting for the User ID and Password.
If the Member is already registered with R&TA’s e-voting platform, then he can use his existing password for logging in.

It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

Others:

(18) As per Sections 101, 136 and all other applicable provisions of the Act, read with the rules made under the Act and circulars issued by the Ministry of Corporate Affairs, companies can now serve/ send various reports, documents, communications, etc. (hereinafter referred to as ‘the Documents’) to its members through electronic mode at their e- mail addresses.
Members who have not registered their e-mail addresses are requested to register their e-mail addresses with their depository participants, in respect of electronic holdings. The Company/ R&TA cannot act on any direct request from the Members holding shares in dematerialized form for update/ change of their e-mail addresses. Such changes are to be intimated by the Members to their depository participants.

Members holding shares in physical form are requested to kindly register their e-mail addresses with the Company’s Registrar & Share Transfer AgentsKFin Technologies Limited (‘KFinTech’/ ‘R&TA’) at: Unit: Entertainment Network (India) Limited, Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500032. Phone: 04067162222; Fax: 040-23431551; Toll Free no.: 1800309-4001 or e-mail at [email protected] with the copy of the signed request letter mentioning the name, folio number and address of the Member, self-attested copy of the PAN card, and self-attested copy of any document (e.g. Driving License, Election Identity Card, Passport) in support of the address of the Member and copy of the share certificate.

(19) Members are requested to furnish/ update the details of their address, e-mail address, bank account details, relevant information for availing various approved/ permissible modes of electronic funds transfer facilities viz. Electronic Clearing Services (ECS), National Electronic Funds Transfer (NEFT), Real Time Gross Settlement (RTGS), etc.:
to their depository participants in respect of their shareholdings in electronic (dematerialized) form;
to R & TA, in respect of their shareholdings in physical form, quoting their folio numbers.
(20) The Securities and Exchange Board of India (SEBI) has, vide Circular No. SEBI/HO/MIRSD/ MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021, read with Circular No. SEBI/HO/MIRSD/ MIRSD_RTAMB/P/CIR/2021/687 dated December 14, 2021, mandated registration of Permanent Account Number (PAN) and Bank Account Details

for all securities holders. Members holding shares in physical form are requested to submit their PAN and bank account details to R&TA by sending a duly signed letter along with self-attested copy of PAN Card and original cancelled cheque. The original cancelled cheque should bear the name of the Member. In the alternative, Members are requested to submit a copy of bank passbook / statement attested by the bank. SEBI has also mandated the submission of PAN, KYC details and nomination by holders of physical securities, and linking PAN with Aadhaar. Members are requested to submit their PAN, KYC and nomination details to the R&TA. In case a holder of physical securities fails to furnish these details or link their PAN with Aadhaar before the due date (i.e. April 1, 2023), the R&TA are obligated to freeze such folios impending submissions. Any service request shall be entertained by R&TA only after furnishing the complete documents. If the securities continue to remain frozen as on December 31, 2025, the R&TA / the Company shall refer such securities to the administering authority under the Benami Transactions (Prohibitions) Act, 1988, and/ or the Prevention of Money Laundering Act, 2002.

Members holding shares in demat form are requested to submit the aforesaid information to their respective depository participant.

(21) SEBI vide its Circular no. SEBI/HO/MIRSD/MIRSD_ RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated issuance of Securities in dematerialized form in case of Investor Service Requests received from holder of physical shares pertaining to; (i) Issue of duplicate securities certificate; (ii) Claim from Unclaimed Suspense Account; (iii) Renewal / Exchange of securities certificate; (iv) Endorsement; (v) Sub-division / Splitting of securities certificate; (vi) Consolidation of securities certificates/folios; (vii) Transmission; and (viii) Transposition. The R&TA will issue a ‘Letter of Confirmation’ in place of Security certificate. The ‘Letter of Confirmation’ shall be valid for a period of 120 days from the date of its issuance, within which the securities holder/claimant shall make a request to the Depository Participant for dematerializing the said securities.
(22) In terms of the Regulation 40 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialised form with a depository. Transmission and transposition of securities held in physical or dematerialised form shall be effected only in dematerialised form. In view of the above and to avail various benefits of dematerialisation, Members holding shares in physical form are advised to convert physical shares in dematerialise form.
(23) This Postal Ballot Notice is available at the Company’s website: www.enil.co.in at https://www.

enil.co.in/postal-ballot.php and websites of the stock exchanges - BSE Limited at www.bseindia. com and National Stock Exchange of India Limited at www.nseindia.com and at the website of KFinTech at https://evoting.kfntech.com at the Downloads section. Copies of the aforesaid documents are available for inspection and such documents shall be so made available for inspection in physical or in electronic form during the business hours on working day at the Registered Office of the Company and copies thereof shall also be made available for inspection in physical or electronic form at the Corporate Office of the Company without payment of fee. Any Member interested in obtaining such information may write to the Company Secretary at [email protected] and the same will be furnished on request.

By Order of the Board of Directors For Entertainment Network (India) Limited

sd/-

Mehul Shah

EVP – Compliance & Company Secretary FCS: 5839 Mumbai, March 22, 2023

Registered Office:

Entertainment Network (India) Limited ,

CIN: L92140MH1999PLC120516, 4[th] Floor, A-Wing, Matulya Centre, Senapati Bapat Marg, Lower Parel (West), Mumbai - 400 013. www.enil.co.in

Explanatory Statement in respect of the special business as required under Section 102 and 110 of the Companies Act, 2013

(1) Item No. 1: At the 19[th] Annual General Meeting (‘AGM’) of the Company held on September 26, 2018, Ms. Sukanya Kripalu (DIN: 06994202) was appointed as the Independent Director on the Board of Directors of the Company (hereinafter referred to as ‘Board’) for a term of five consecutive years commencing from May 23, 2018, pursuant to the provisions of Sections 149, 150, 152, read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 and Companies (Appointment and Qualification of Directors) Rules, 2014 and all other applicable rules made under the Companies Act, 2013 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force) (hereinafter referred to as ‘the Act’) and the applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force) (hereinafter referred to as ‘the Listing Regulations’).
(2) She holds office as the Independent Director of the Company up to May 22, 2023; and shall be eligible for reappointment for the second term of up to five consecutive years on the passing of a special resolution by the Company.
(3) The Company has received a notice in writing from a member under Section 160 of the Act proposing the candidature of Ms. Kripalu for the office of the Independent Director of the Company. The Company has received all the statutory consent, declarations, and disclosures from Ms. Kripalu pursuant to the provisions of Sections 149, 164, and all other applicable provisions of the Act and the Listing Regulations, including:
(i) Consent in writing to act as director in Form DIR-2, pursuant to Rule 8 of the Companies (Appointment and Qualification of Directors) Rules, 2014;
(ii) Intimation in Form DIR-8 pursuant to Rule 14 of the Companies (Appointment and Qualification of Directors) Rules, 2014, to the effect that she is not disqualified in accordance with Section 164 of the Act;
(iii) Declaration that she meets the criteria of independence as provided in Section 149 of the Act and in the Listing Regulations and she is not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact her ability to discharge her duties with an objective independent judgment and without any external influence and that she is independent of the management and that she is not disqualified to become a director under the Act; and
(iv) Declaration that she is not debarred or restrained from acting as a Director by any order from the Securities and Exchange Board of India (‘SEBI’) or any other such authority.
(4) As per the requirement of the circular from the stock exchange (no: LIST/COMP/14/2018-19 Dated June 20, 2018), Nomination and Remuneration Committee and the Board, while considering the reappointment of Ms. Kripalu, have verified that she is not debarred from holding the office of a director pursuant to any SEBI order. Accordingly, the Company affirms that the Director proposed to be reappointed is not debarred from holding the office of director by virtue of any SEBI order or any other such authority.

(5) The Board took on record the aforesaid consent, declarations and disclosures submitted by Ms. Kripalu under applicable provisions of the Act and the Listing Regulations after undertaking due assessment of the veracity of the same.
(6) The Nomination & Remuneration Committee and the Board evaluated and ensured the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepared a description of the role and capabilities required of an independent director. Ms. Kripalu has the capabilities identified in such description for her reappointment as the Independent Director. The performance evaluation of Ms. Kripalu was based on various criteria, inter-alia , including attendance and participation at Board and Committee Meetings, skill, experience, constructive deliberation, knowledge acquired with regard to the Company’s business, understanding of the industry and global trends, etc. The Nomination and Remuneration Committee, based on the outcome of the performance evaluation exercise for Ms. Sukanya Kripalu as the Independent Director, recommended to the Board the reappointment of Ms. Kripalu, for the second term of five consecutive years commencing from May 23, 2023 to May 22, 2028, not liable to retire by rotation.
(7) In the opinion of the Board, Ms. Kripalu fulfils the conditions for reappointment as the Independent Director as specified under the Act, rules made thereunder, read with the Listing Regulations and she is independent of the management and she is not disqualified to become a director under the Act. She is not inter-se related with any other director or key managerial personnel and she does not hold any share in the Company. She has vast experience in the area of marketing, business strategy, advertising and market research. She possesses appropriate skills, acumen, experience, knowledge and capabilities required for the role of Independent Director, as identified by the Board. In view of these, reappointment of Ms. Kripalu as the Independent Director is in the interest of the Company.
(8) The Board, at its meeting held on March 22, 2023, based on the outcome of the performance evaluation exercise, recommendation of the Nomination and Remuneration Committee and based on the background, experience, acumen and contributions made by Ms. Kripalu during her tenure, approved her reappointment (not liable to retire by rotation) for the second term of five consecutive years commencing from May 23, 2023 to May 22, 2028, subject to the approval of the Members of the Company and recommends the same to the Members of the Company. The Board states that the reappointment of Ms. Kripalu would be in the interest of the Company and its Members.
(9) In terms of Sections 149, 150, 152 read with Schedule IV and all other applicable provisions of the Act and
the Companies (Appointment and Qualification of Directors) Rules, 2014 and all other applicable rules made under the Act, Ms. Kripalu, being eligible and offering herself for reappointment, is proposed to be reappointed as the Independent Non - executive Director (Independent Director) for the second term of five consecutive years commencing from May 23, 2023 to May 22, 2028, not liable to retire by rotation.
(10) Ms. Kripalu shall be entitled to receive the remuneration, commission, sitting fees for attending meetings of the Board or Committees thereof, reimbursement of expenses for participating in the Board and Committee meetings, as permitted to be received in a capacity of the Non-Executive Independent Director, pursuant to the provisions of Sections 149, 197, and other applicable provisions of the Act and the Rules made thereunder and the Listing Regulations, as recommended by the Nomination and Remuneration Committee and approved by the Board of Directors and Members of the Company from time to time.
(11) As required under the Secretarial Standard - 2 issued by the Institute of Company Secretaries of India and Regulation 36(3) of the Listing Regulations, the details in respect of the director seeking reappointment, inter alia , age, qualifications, experience, details of remuneration last drawn by such person, relationship with other directors and Key Managerial Personnel of the Company, the number of Meetings of the Board attended during the year and other directorships, membership/ chairmanship of the committees of other Boards, shareholding, skills and capabilities required, brief resume, nature of expertise in specific functional areas, etc. are set out in the Annexure A and Annexure B to the Notice and form part of the Explanatory Statement. The director has furnished the relevant consents, declarations, confirmations etc. for her reappointment.
(12) Kindly refer to para 38 of this Notice for additional information, including the explanation for reasons of loss and steps taken for improvement, as required under Schedule V – Part II – Section II of the Companies Act, 2013.
(13) Copy of the draft letter of reappointment setting out terms and conditions of reappointment of Ms. Kripalu and other relevant documents are open for inspection by the Members and same shall be so made available for inspection in physical or in electronic form during business hours on a working day at the Registered Office of the Company and copies thereof shall also be made available for inspection in physical or electronic form at the Corporate Office of the Company without payment of a fee. Any Member interested in obtaining such information may write to the Company Secretary at [email protected] and the same will be furnished on request.
(14) Ms. Kripalu is concerned or interested in the Resolution set out at Item No. 1 of the accompanying

notice relating to her reappointment. Save and except Ms. Kripalu and her relatives to the extent of their shareholding interest, if any, in the Company, none of the other Directors, Key Managerial Personnel of the Company or their relatives, are, in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No. 1 of the Notice.

(15) The Board considers that the knowledge and experience of Ms. Kripalu would be of immense benefit to the Company. Accordingly, the Board recommends the Special Resolution, as per Section 149(10) of the Act and Regulation 25(2A) of the Listing Regulations, as set out at Item no. 1 of this Notice in relation to her reappointment as the Independent Director, for the approval by the Members of the Company.
(16) None of the Directors and KMP of the Company are inter-se related to each other.
(17) This Explanatory Statement together with the accompanying Notice may also be regarded as a disclosure under Regulation 36(3) of the Listing Regulations and Secretarial Standard on General Meetings (SS-2) of ICSI.
(18) Item No. 2: Mr. Yatish Mehrishi has been associated with the Company since November 1, 2022, holding the office of Chief Executive Officer (‘CEO’) and Key Managerial Personnel of the Company.
(19) Mr. Yatish Mehrishi has excellent academic and professional qualifications. Aside from a bachelor’s degree and an MBA, Mr. Mehrishi has recently completed an M.Sc. in Strategy & Leadership from the London Business School. He has over twenty three years of experience across diverse sectors spanning FMCG, Telecom and Fashion, having worked with organizations like PepsiCo, Motorola and Arvind Fashion. Mr. Mehrishi has worked with the Company earlier for eleven years, his last stint being that of Chief Operating Officer of the Company until January 2021. After leaving the Company, Mr. Mehrishi was working with Arvind Fashions as the Chief Revenue Officer. Mr. Mehrishi brings with him a rich experience of handling various roles and responsibilities and a strong understanding of the radio and media & entertainment sector.
(20) The Nomination & Remuneration Committee and the Board of Directors carried out the performance evaluation of Mr. Yatish Mehrishi, which was based on various criteria, inter-alia , including skill, experience, constructive deliberation, knowledge acquired with regard to the Company’s business, understanding of the industry and global trends, etc. Pursuant to the provisions of Sections 196, 197, 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and all other applicable rules made under the Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof
from time to time) (hereinafter referred to as ‘the Act’) and applicable regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or reenactment thereof from time to time) (hereinafter referred to as ‘the Listing Regulations’), and based on the outcome of performance evaluation exercise, Nomination & Remuneration Committee and Board of Directors of the Company, through passing the Resolutions at their meetings held on March 22, 2023, unanimously approved the appointment of Mr. Yatish Mehrishi (who is currently designated as the Chief Executive Officer (‘CEO’) and will continue to hold the same designation on a continuation basis) as the Manager of the Company for a period of five years commencing from April 1, 2023 and concluding on March 31, 2028 (‘Term of appointment’). The aforesaid appointment is subject to the approvals, consents, permissions, sanctions and the like of the Members of the Company and all other concerned statutory and other authorities, if and to the extent applicable and required. Mr. Mehrishi will continue to be a Key Managerial Personnel of the Company under the provisions of Section 203 of the Act.
(21) The Company has received all the relevant consent, declaration and confirmation from Mr. Mehrishi pursuant to the applicable provisions of the Act and the Listing Regulations and that he is not disqualified to become the Manager under the Act. He has consented to act as the Manager of the Company under the applicable provisions of the Act.
(22) In the opinion of the Board of Directors, Mr. Yatish Mehrishi fulfils the conditions specified under the Act, rules made thereunder, read with the applicable regulations of the Listing Regulations, for his appointment as the Manager of the Company and that he is not disqualified to become a Manager under the Act. Mr. Mehrishi satisfies all the applicable conditions as set out under Section 196 of the Act, read with Schedule V of the Act, for being eligible for his appointment. Mr. Mehrishi holds 20 Equity Share of the Company. Mr. Mehrishi is not related with other directors or key managerial personnel.
(23) Nomination and Remuneration Committee and the Board of Directors, while considering the appointment of Mr. Mehrishi, have verified that he is not debarred from holding the office of Manager pursuant to any SEBI order or any other such authority. Accordingly, the Company affirms that Mr. Mehrishi is not debarred from holding the office of Manager by virtue of any SEBI order or any other such authority.
(24) The Board of Directors is authorized to take all such steps as may be necessary, proper, expedient or desirable to give effect to this appointment, with liberty to the Board of Directors of the Company to alter and vary the designation, terms and conditions of the aforesaid appointment.

(25) In terms of Sections 196, 197, 203 read with Schedule V and all other applicable provisions of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and all other applicable rules made under the Act, Mr. Mehrishi, being eligible and offering himself for appointment, is proposed to be appointed as the Manager for a period of five years commencing from April 1, 2023 and concluding on March 31, 2028 (‘Term of appointment’). Mr. Mehrishi will continue to be a Key Managerial Personnel of the Company under the provisions of Section 203 of the Act.
(26) As required under the Secretarial Standard - 2 issued by the Institute of Company Secretaries of India and the Listing Regulations, the details in respect of Mr. Mehrishi, inter alia , age, qualifications, experience, details of remuneration last drawn, relationship with other directors and Key Managerial Personnel of the Company, the number of Meetings of the Board attended during the year and other directorships, membership/ chairmanship of the committees of other Boards, shareholding, skills and capabilities required, brief resume, nature of expertise in specific functional areas, etc. are set out in the Annexure A and Annexure B to the Notice and form part of the Explanatory Statement. Mr. Mehrishi has furnished the relevant consents, declarations, confirmations etc. for his appointment.
(27) Mr. Mehrishi is a committee member of the Risk Management Committee of the Company. He is also holding the office of the Non-executive Director on the Board of Directors of Alternate Brand Solutions (India) Limited- subsidiary of the Company and US based subsidiaries, i.e. Entertainment Network, INC. and Entertainment Network, LLC. and Bahrain based subsidiary- Mirchi Bahrain W.L.L.
(28) Copies of the relevant resolutions passed by the Board of Directors and other relevant documents relating to the appointment of Mr. Mehrishi are open for inspection by the Members and same shall be so made available for inspection in physical or in electronic form during business hours on a working day at the Registered Office of the Company and copies thereof shall also be made available for inspection in physical or electronic form at the Corporate Office of the Company without payment of a fee. Any Member interested in obtaining such information may write to the Company Secretary at [email protected] and the same will be furnished on request.
(29) The material terms and conditions of the appointment of Mr. Yatish Mehrishi as the Manager are as follows:
a) Designation and period of appointment: Mr. Yatish Mehrishi (who is currently designated as the Chief Executive Officer (‘CEO’) and will continue to hold the same designation on a continuation basis) is

proposed to be appointed as the Manager of the Company under the provisions of Section 196 and all other applicable provisions of the Act. The aforesaid appointment of Mr. Mehrishi, as the Manager , is for a period of five years commencing from April 1, 2023 and concluding on March 31, 2028 (‘Term of appointment’).

b) Remuneration:

The terms and conditions of the appointment of Mr. Mehrishi, including remuneration, have been approved by the unanimous resolution passed by the Nomination & Remuneration Committee and the Board of Directors. Mr. Mehrishi shall be entitled to the remuneration, perquisites, allowances, reimbursement, etc. as listed below:

(i) Basic Salary: ` 5,35,500 (Rupees five lakhs thirty five thousand five hundred only) per month with such increments as may be determined by the Board of Directors of the Company (hereinafter referred to as the ‘Board’ which shall include committee thereof for the time being in force, exercising the powers conferred upon it by the Board), at its sole discretion, based on the performance;
(ii) House Rent Allowance: Either the Company’s owned/ hired/ leased fully furnished residential accommodation or house rent allowance of equivalent amount in lieu thereof or a combination of both, the cost of which shall not exceed 50% of the Basic Salary, with authority to the Board to revise the limit from time to time;
(iii) Contribution to the national pension scheme (NPS): Company’s contribution to NPS up to 10 % of the Basic Salary, or such higher percentage as may be permissible under the provisions of the applicable laws;
(iv) Special Pay Allowance: ` 9,12,758 (Rupees nine lakhs twelve thousand seven hundred fifty eight only) per month with such increments as may be determined by the Board, at its sole discretion, based on the performance;
(v) Other allowances: Other allowances including but not limited to transportation allowance, medical reimbursement, car allowance/ company car/ monetized value of leased car, leave travel allowance, other allowances, reimbursements, etc. up to 30% of the Basic Salary, as may be determined by the Board;

(vi) Performance bonus, incentive, deferred cash incentive, ex - gratia payment etc.: ` 1,12,50,000 (Rupees one crore twelve lakhs fifty thousand only) per annum (payable annually or monthly on pro rata basis at the sole discretion of the Board), based on merit and taking into consideration the Company’s performance, with such increments/ revisions as may be determined by the Board;
(vii) During the Term of appointment (i.e. for a period of five years commencing from April 1, 2023 and concluding on March 31, 2028), increments, incentive, revisions will be as per the Company’s policy and as may be determined by the Board from time to time, and overall increments, incentive, revisions during the Term of appointment will be subject to a ceiling of 100% (hundred percent) in aggregate over the remuneration as referred to at para (29) b) (i) to (vi) hereof;
(viii) Others (in addition to the remuneration stated above):
Contribution to provident fund, superannuation fund, pension scheme, annuity fund, payment of gratuity, encashment of leave, etc. shall be subject to the Company’s policy/ rules;
Contribution to medical/ accident insurance and such other perquisites and allowances in accordance with the Company’s policy/ rules or as may be permitted by the Board;
Club Fees - Membership and annual fees of clubs shall be incurred by the Company subject to maximum of two clubs and shall be subject to the Company’s policy/ rules or as may be permitted by the Board;

(ix) Minimum Remuneration:

Where in any financial year during the currency of the Term of appointment of Mr. Yatish Mehrishi as the Manager, the Company has no profits or its profits are inadequate, the Company will pay to Mr. Mehrishi remuneration by way of salary, benefits, perquisites, allowances, etc. as specified above as the minimum remuneration for a period not exceeding 3 (three) years, subject to compliance with the applicable provisions of Sections 196, 197 and all

  - other applicable provisions, if any, of the Act read with Schedule V of the Act as amended from time to time, subject to the approval of the concerned statutory, regulatory and other authorities, if and to the extent necessary and applicable.

c) Mr. Mehrishi shall be entitled to reimbursement of all expenses, including but not limited to traveling, field visits, mobile, e-mail devices, communication facilities, entertainment, other out-of-pocket expenses, etc. incurred by him in connection with or relating to the business of the Company.
d) Mr. Mehrishi shall also be entitled to stock options as per the employees’ stock option plan as may be formulated/ amended by the Board from time to time pursuant to the provisions of the Act, read with the applicable rules, regulations and guidelines thereon.
e) Mr. Mehrishi shall devote his whole time and attention to the business of the Company and he shall carry out such functions, exercise such powers and perform such duties as the Board shall, from time to time, in its absolute discretion determine and entrust upon him. Subject to the superintendence, control and direction of the Board, Mr. Mehrishi shall have the management of the whole, or substantially the whole, of the affairs of the Company and will be authorized to enter into contracts on behalf of the Company and to do and perform all other acts and things which, in the ordinary course of business, he may consider necessary or proper in the best interest of the business of the Company and the business of its subsidiaries and/ or associated companies and/ or holding company, including to perform duties as assigned to him by the Board from time to time, by serving on the boards of the Company’s subsidiaries and/ or associated companies and/ or holding company and/ or group companies or any other executive body or any committee of such companies.
f) The aforesaid appointment may be terminated by either party by giving to the other party not less than three months’ prior notice in writing of such termination or payment in lieu of notice.
g) The terms and conditions of the aforesaid appointment/ employment including but not limited to the remuneration payable to Mr. Mehrishi may be revised, modified, altered and varied from time to time as may be determined by the Board at its sole discretion.
(30) The Special Resolution at Item No. 2 is necessary having regard to the provisions of Sections 196, 197 and other applicable provisions, read with Schedule V of the Act and to allow a certain amount of flexibility to the Board to recognize merit and reward outstanding performance. The Company has not committed any default in payment of undisputed dues to any bank

or public financial institutions or any other secured creditors as stated in Schedule V of the Act.

(31) Mr. Mehrishi is holding 20 equity shares in the Company (0.00% of the paid up capital of the Company) as on date of this Notice. He is functioning in a professional capacity. He is not having any direct or indirect interest or related to the directors or promoters of the Company or its holding Company or its subsidiaries at any time during the last two years before or on or after the date of the appointment and possesses graduate level qualification with expertise and specialized knowledge in the field in which the Company operates.
(32) Taking into consideration the size of the Company, the profile of the incumbent, the responsibilities shouldered by him and the industry benchmark, the remuneration proposed to be paid to the incumbent is commensurate with the remuneration packages paid to similar senior level incumbents in other companies.
(33) Mr. Yatish Mehrishi is concerned or interested in the Resolution set out at Item No. 2 of the accompanying notice relating to his own appointment. Save and except Mr. Mehrishi, and his relatives to the extent of their shareholding interest, if any, in the Company, none of the other Directors, Key Managerial Personnel (KMP) of the Company or their relatives, are, in any way, concerned or interested, financially or otherwise, in the Resolution set out at Item No. 2 of the Notice.
(34) Mr. Mehrishi is not inter-se related with any other director or key managerial personnel.
(35) The Board of Directors considers that knowledge, background and experience of Mr. Yatish Mehrishi would be of immense benefit to the Company. Accordingly, the Board of Directors recommends the Special Resolution, as set out at Item No. 2 of this Notice in relation to the appointment of Mr. Mehrishi as the Manager, for the approval by the Members of the Company.
(36) This Explanatory Statement together with the accompanying Notice may be considered as the requisite written memorandum under Section 190 of the Companies Act, 2013, setting out the terms, conditions and limits of remuneration for managerial personnel and may also be regarded as a disclosure under the Listing Regulations and Secretarial Standard on General Meetings (SS-2) of the Institute of Company Secretaries of India.
(37) Kindly refer to para 38 of this Notice for additional information, including the explanation for reasons of loss and steps taken for improvement, as required under Schedule V – Part II – Section II of the Companies Act, 2013.
(38) Additional information as per Schedule V of the Companies Act, 2013:
1) General Information:
- (1.1) Nature of industry:

The Company is, as the name suggests, in the business of Entertainment primarily but not exclusively, on FM radio through its brands Mirchi, Mirchi Love, Mirchi 95 and Kool FM. In addition to FM radio, the Company provides entertainment in the form of videos, on-ground live events and even content that it creates for TV broadcast. Over the years, videos have become a strong area of focus of the programming teams. These videos are published on various social media platforms on accounts held either by the Company or its RJs. Videos are also produced and released on public platforms like YouTube as well as OTT platforms such as MX Player. The Company today describes itself as a city-centric music and entertainment Company.

The core of our business model involves monetizing our listenership and viewership via advertising. Radio Mirchi is the No. 1 private FM radio network in India in terms of listeners as reported by the last IRS in 2019. About 2/3[rd] of the Company’s revenues come from its core FM radio operations, while the rest comes from its solutions, digital and other products. Advertising revenues depend on several macro-economic factors such as growth in GDP, increase in consumerism, heightened competition, growth in media that compete with the Company’s products etc. The Company monetizes not only its FM radio listenership, but also its extensive presence in on-ground events, TV properties, and the solutions that it provides to clients using multiple-media combinations. It also has an extensive bouquet of digital products which it offers to advertisers in its selling efforts.

The Company launched its new brand identity after two decades, the iconic radio brand has undergone a complete overhaul and has pivoted to just Mirchi. The brand has dropped the word ‘Radio’ from its logo in December 2020. The change in the branding strongly reflects Mirchi’s hyperlocal, multi-format and

multi-platform content & solutions capabilities that cut across digital, live and FM. Mirchi App was launched in India on July 01, 2022, and it is available on both iOS and Android platforms as well as on mWeb.

The app offers human-curated audio stories which include celebrity-voiced shows podcasts, videos and text across various languages viz. Hindi, Marathi, Bengali, Gujarati, Kannada, Tamil, Telugu & Malayalam languages.

(1.2) Date or expected date of commencement of commercial production:

The Company was incorporated as a public limited company on June 24, 1999. The Company has launched its Private FM radio stations under the brand name ‘Radio Mirchi’® at various places in India and first Private FM Radio Station was launched on October 4, 2001.

(1.3) In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in the prospectus: Not Applicable
(1.4) Financial performance based on given indicators:

As per published audited financial results of the Company for the financial year ended March 31, 2022;

Particulars	(`in lakhs)
Total Income	32,190.19
(Loss) as per the Statement of Proft and Loss	(2,748.06)
(Loss) as computed under Section 198 of the Act	(3,437.97)
Net Worth	77,173.89

(1.5) Foreign investments or collaborators, if any:
During the reporting period, no Foreign Direct Investment (FDI) has been made in the Company and foreign investments made in the Company is through Stock Exchanges/ under Portfolio Investment Scheme.

2) Information about the appointee(s):

Brief resume of all the appointees has also been furnished separately at the Annexure B to the Notice.

Ms. Sukanya Kripalu (Independent NonExecutive Director)

Background details, recognition or awards, job profile and her suitability: Kindly refer to the Annexure B to the Notice.
Past remuneration: ( ` in lakhs)

� Past remuner	ation: (`in lakhs)
	Remuneration/ Commission	Sitting fees
For the fnancial year 2021-2022	3.00	14.25
For the fnancial year 2020-2021	10.25	4.70
For the fnancial year 2019-2020	8.50	2.60

Remuneration proposed: The details of the proposed remuneration have been furnished at para 10 of the Explanatory Statement of this Notice.
Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person:

Given the competitive environment in which the Company operates, which is expected to become even more intense, the Directors are required to make complex business decisions in a timely manner, dedicating their time and attention to the task. Furthermore, they must ensure compliance with stringent accounting standards and a high level of Corporate Governance.

Taking into consideration the nature of the industry and size of the Company, the profile of the incumbent, the responsibilities associated with such position and the industry benchmark, the remuneration proposed to be paid to the incumbent is commensurate with the remuneration structure in other companies and in conformity with the industry norms, considering the knowledge domain, skill sets and expertise she brings to the Company.

Pecuniary relationship, directly or indirectly, with the Company or relationship with the managerial personnel, if any:

Ms. Sukanya Kripalu is holding the office of Independent Non- Executive Director. She has no pecuniary relationship, directly or indirectly, with the Company or with any managerial personnel. Ms. Kripalu does not hold any equity share in the Company as on date of this Notice.

Mr. Yatish Mehrishi (CEO)

Background details, recognition or awards, job profile and his suitability: Kindly refer to the Annexure B to the Notice.
Past remuneration: Mr. Mehrishi joined the Company as the Chief Executive Officer (‘CEO’) with effect from November 1, 2022. His monthly remuneration as the CEO is ` 17.85 lakhs (excluding contribution to provident fund, other allowances and performance bonus, incentives, deferred pay, etc,).
Remuneration proposed:

The details of the proposed remuneration have been furnished at para 29 of the Explanatory Statement of this Notice.

Comparative remuneration profile with respect to industry, size of the Company, profile of the position and person:

Generally, in the Media & Entertainment industry, talent (personnel/ employee) cost forms a large part of overall costs as compared to other industries. Taking into consideration the nature of the industry and size of the Company, the profile of the incumbent, the responsibilities shouldered by him and the industry benchmark, the remuneration proposed to be paid to the incumbent is commensurate with the remuneration packages paid to similar senior executives in other companies. It is therefore necessary to appoint Mr. Mehrishi as the Manager on the aforesaid terms, conditions and remuneration, which are similar to the industry norms, considering the knowledge domain, skill sets and expertise he brings to the Company.

Pecuniary relationship, directly or indirectly, with the Company or relationship with the managerial personnel, if any:

Besides the remuneration proposed to be paid to Mr. Yatish Mehrishi as the Manager of the Company, he does not have any other pecuniary relationship, directly or indirectly, with the Company or with any managerial personnel and directors. He is also designated as the Key Managerial Personnel as per section 203 of the Act. Mr. Mehrishi is holding 20 equity shares in the Company as on date of this Notice. Mr. Mehrishi draws remuneration only from the Company.

3) Other information :

(3.1) Reasons of loss or inadequate profits: The outbreak of Covid-19 and the subsequent implementation of lockdown measures during the Financial Year 2020-21 significantly hindered economic growth. The Company’s financial performance in both the Financial Year 2020-21 and 2021-22 was adversely affected by the pandemic. The advertising industry sentiment was heavily impacted, leading to a substantial reduction in the Company’s revenues and profits. The pandemic had a pervasive impact on the entirety of the Financial Year 2020-21, with its repercussions persisting to date. This has led to a slow recovery and a reduction in revenue of the Company. During the current financial year, the Company has invested about ` 18 crores in the digital platform, which has been charged to the Profit & Loss account, resulting to a corresponding decrease in the Company’s profit to that extent.
(3.2) Steps taken or proposed to be taken for improvement:

The Company has undertaken essential endeavors to maintain its leadership position and improve its performance by aggressively pursuing and implementing strategic initiatives aimed at reducing costs. The positive results of these initiatives are expected to manifest in the upcoming years. The Company has consistently reduced its operational costs in a significant manner, which includes personnel costs, electricity charges, rent, travel, and other operating expenses. These cost-saving measures were sustained, and as revenues gradually recovered, the Company’s losses narrowed. In fact, during the third quarter of Financial Year 2022-23, the Company reported revenue of 116.3 crores in Q3FY23 compared to 98.9 crores in the same quarter last year. For the Q3FY23, the Company’s overall standalone Profit Before Tax was 7.6 crores and Profit After Tax stood at 5.8 crores after charging the Company’s investment of ` 6.1 crores in Q3FY23 in Digital Platform. The Company registered a strong top line growth in Q3FY23 despite macroeconomic headwinds. The Company has gained more than 3% market share in the last one year. The Company continues to exercise strict control over its costs during the current financial year.

(3.3) Expected increase in productivity and profits in measurable terms:

Following the relaxation of lockdown measures, industries such as travel and hospitality have resumed operations. With the lifting of restrictions, players within these industries are keen to exploit the built-up demand and are expected to invest substantially in advertising. Radio presents a considerable opportunity as an interactive medium in India, captivating listeners through socially relevant content and exceptional on-air programming. For digital-first brands and consumer technology firms, digital media will serve as the primary medium. Industry experts predict that radio ad rates will recover in the coming years, as daily travel resumes and the retail sector reopens. The Company is presently maintaining a tight grip on expenses in the current financial year.

4) Disclosures: All the elements of remuneration package of all the directors:

(4.1) Criteria for making payments to NonExecutive Directors:

Independent Directors of the Company have been paid sitting fees as tabulated below per meeting, subject to deduction of applicable taxes, levies, etc., if any, for attending:

attending:
For attending the meeting of:	Sitting fees per meeting (in`)
Board of Directors	` 1,00,000
Audit Committee	` 75,000
Nomination and Remuneration Committee	` 75,000
Corporate Social Responsibility Committee	` 20,000

The remuneration structure is in line with the practices followed by similar sized companies, keeping in view the role, responsibilities and contribution of the Non- Executive Directors, read with the Company’s Nomination and Remuneration Policy, which is available at the Company’s website at: https:// www.enil.co.in at web link: https:// www.enil.co.in/policies-and-code-ofconduct.php.

(4.2) Disclosures with respect to remuneration: Details of sitting fees

and remuneration/ commission for the financial year 2021-2022:

( ` in lakhs)

		(`in lakhs)
Name of the Non- Executive Directors	Sitting Fees	Remu- neration/ Commission
Mr. Vineet Jain @	Nil	Nil
Mr. N. Kumar *	14.25	3.00
Mr. Ravindra Kulkarni *$	11.95	2.50
Mr. Richard Saldanha *	14.25	3.00
Ms. Sukanya Kripalu #	14.25	3.00

Remuneration/ commission amount has been provided for the financial year 2021-2022 based on the time and contribution committed by the independent board members.

@ liable to retire by rotation

Re-appointed for a term of five consecutive years commencing from August 12, 2019

Appointed for a term of five consecutive years commencing from May 23, 2018

$ The sitting fees and remuneration/ commission were paid/ payable to Khaitan & Co., in which Mr. Ravindra Kulkarni is a partner

Independent Directors are not liable to retire by rotation under the Companies Act, 2013.

The Company does not have any scheme for grant of stock options, as on date.

Details of remuneration paid to Mr. Prashant Panday, Managing Director & CEO and Mr. N. Subramanian, Executive Director & Group CFO during the year 2021 - 2022 are given below:

		(`in lakhs)
Particulars	Mr. Prashant Panday ^	Mr. N. Subramanian
Salary	310.61	377.61
Value of perquisites	12.13	1.69
Total	322.74	379.30

^ Mr. Prashant Panday resigned with effect from the close of business hours on January 31, 2023.

Appointment, terms, conditions and payment of remuneration to the Managing Director and Whole-time / Executive Director are governed by the resolution(s)

passed by the Nomination and Remuneration Committee, Board of Directors and Members of the Company and approval from the Central Government, if and to the extent applicable and required. The remuneration structure comprises salary, incentive, allowances, perquisites, bonus, profit related commission, deferred cash incentive, performance based remuneration, contribution to provident fund, pension scheme, national pension scheme, annuity fund, superannuation fund, etc.
The aforesaid appointment may be terminated by either party by giving to other party not less than three months’ prior notice in writing of such termination or payment in lieu of notice.
The Company does not have any scheme for grant of stock options to the employees or directors of the Company.

By Order of the Board of Directors For Entertainment Network (India) Limited

sd/-

Mehul Shah EVP – Compliance & Company Secretary FCS: 5839 Mumbai, March 22, 2023

Registered Office:

Entertainment Network (India) Limited ,

CIN: L92140MH1999PLC120516, 4[th] Floor, A-Wing, Matulya Centre, Senapati Bapat Marg, Lower Parel (West), Mumbai - 400 013.

www.enil.co.in

Annexure - A:

Annexure to Item Nos. 1 and 2 of the Notice (Details as required to be furnished under the Secretarial Standard– 2 – para 1.2.5 and Regulation 36 (3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015).

As per the requirement of the circular from the stock exchange (no: LIST/COMP/14/2018-19 Dated June 20, 2018), Nomination and Remuneration Committee and the Board of Directors, while considering the reappointment of Ms.

Kripalu and appointment of Mr. Yatish Mehrishi, have verified that they not debarred from holding the office of a Director and Manager respectively pursuant to any SEBI order or any other such authority. Accordingly, the Company affirms that Ms. Kripalu and Mr. Mehrishi are not debarred from holding the office of a Director and Manager respectively by virtue of any SEBI order or any other such authority.

None of the Directors are inter - se related with other directors or key managerial personnel.

of Directors, while considering	the reappointment of Ms. or key manageria	l personnel.
Name	Ms. Sukanya Kripalu	Mr. Yatish Mehrishi
DIN	06994202	10039757, PAN: AEXPM1887N
Date of Birth and age	October 30, 1960(age: 62years)	May19, 1974(age: 48years)
Qualifcations	Graduate from St. Xavier’s College and an alumni of the Indian Institute of Management, Calcutta	Bachelor’s degree and an MBA, M. Sc. in Strategy & Leadership from the London Business School
Nature of expertise in specifc functional areas/ experience	She specializes in the feld of marketing, strategy, advertising and market research, among others. Her experience includes working with leading corporates like Nestle India Limited, Cadbury India Limited and Kellogg’s India. She was also the CEO of Quadra Advisory and is presently the Director at Sukanya Consulting. Ms. Sukanya Kripalu served as the Chief Executive Offcer at Quadra Advisory. Her resume is furnished hereof at_Annexure - B_.	He has over twenty three years of experience across diverse sectors spanning FMCG, Telecom, with experience in the feld of marketing, strategy, Behavioral & HR skills, stakeholders engagement, commercial experience. His resume is furnished hereof at Annexure - B.
Nationality	Indian	Indian
Terms and conditions of appointment / reappointment	Proposed to be reappointed as the Independent Director for the second term of fve consecutive years commencing from May 23, 2023 to May 22, 2028, not liable to retire by rotation, as set out in the Explanatory Statement pursuant to Section 102 of the Act annexed to this Notice.	Proposed to be appointed as the Manager for the term of fve years commencing from April 1, 2023 to March 31, 2028, as set out in the Explanatory Statement pursuant to Section 102 of the Act annexed to this Notice.
Details of remuneration sought to be paid	Ms. Kripalu shall be paid remuneration in the capacity of Non-Executive Independent Director, by way of fees for attending meetings of the Board or Committees thereof, reimbursement of expenses for participating in the Board and other meetings, and proft-related commission/ remuneration as per the provisions of Sections 149, 197 of the Act and the Listing Regulations, as approved by the Board of Directors and Members of the Company, from time to time.	Kindly refer to Para 29 of the Explanatory Statement.
Details of remuneration last drawn	`17.25 lakhs per annum (for the fnancial year<br>2021-22).\|Mr. Mehrishi joined the Company as the<br>Chief Executive Offcer (‘CEO’) with effect<br>from November 1, 2022. His monthly<br>remuneration as the CEO is`17.85 lakhs (excluding contribution to provident fund, other allowances and performance bonus, incentives, deferredpay, etc,).

Name	Ms. Sukanya Kripalu	Mr. Yatish Mehrishi
Date of frst appointment on the Board	May 23, 2018.	He was appointed as the CEO (not Board Member) with effect from November 1, 2022.
Number of board meetings attended during the year	Attended 6 out of 6 Board Meetings during the fnancial year 2021-22 and attended 11 out of 11 Board Meetings during the current fnancial year till date.	Attended 5 out of 5 Board Meetings during the current fnancial year till date as the invitee.
List of Directorships held in other Companies	Unlisted entities: Aditya Birla Health Insurance Company Limited, Indivinity Clothing Retail Private Limited, Avanti Finance Private Limited Listed entities: Aditya Birla Fashion & Retail Limited, UltraTech Cement Limited, Colgate- Palmolive (India) Limited. Listed entities from which the person has resigned in the past three years: Huhtamaki PPL Limited(resigned with effect from May6, 2020)	Unlisted entities: Alternate Brand Solutions (India) Limited Foreign entities: Entertainment Network, INC., Entertainment Network, LLC. and Mirchi Bahrain W.L.L. Mr. Mehrishi never held any directorship in any listed entity in past.
Committee membership, i.e. Audit Committee (AC); Stakeholders Relationship Committee (SRC); Nomination & Remuneration Committee (NRC); Corporate Social Responsibility Committee (CSRC); Risk Management Committee (RMC)	1. Entertainment Network (India) Limited: Member of AC and NRC 2. Aditya Birla Fashion & Retail Limited: Chairperson of NRC, Member of AC and SRC 3. Ultratech Cement Limited: Member of SRC, CSRC and RMC 4. Colgate-Palmolive (India) Limited: Member of AC, NRC and SRC 5. Aditya Birla Health Insurance Co. Limited: Chairperson of NRC and Member of AC 6. Indivinity Clothing Retail Private Limited: Chairperson of NRC and Member of AC 7. Avanti Finance Private Limited: Chairperson of NRC and Member of AC	1. Entertainment Network (India) Limited: Member of RMC
Shareholdingin the Company	Nil	20 equityshares of`10/- each
Relationship with Directors, Managers or other KMP	Not applicable	Not applicable
Skills and capabilities required for the role and the manner in which the proposed person meets such requirements	As stated in the Explanatory Statement, the Board has identifed core skills/ expertise/ competencies, as required in the case of an independent director. The Nomination and Remuneration Committee and the Board have evaluated the profle of Ms. Kripalu and concluded that she possesses the relevant skill and capabilities to discharge the role of the Independent Director.	As stated in the Explanatory Statement, the Nomination and Remuneration Committee and the Board have evaluated the profle of Mr. Mehrishi and concluded that he possesses the relevant skill and capabilities to discharge the role of the Manager.

Annexure - B:

Resume of the appointees relevant to Item Nos. 1 and 2 of the Notice (Covering nature of expertise in specific functional areas/ Experience)

Ms. Sukanya Kripalu

Ms. Sukanya Kripalu is a graduate from St. Xavier’s College and alumni of the Indian Institute of Management, Calcutta. She is a consultant specializing in the area of marketing, strategy, advertising and market research. Her experience includes working with leading corporates like Nestle India Limited, Cadbury India Limited and Kellogg’s India. She was also the CEO of Quadra Advisory – a WPP group company.

Ms. Sukanya Kripalu is on the Board of Directors of Aditya Birla Fashion & Retail Limited, Aditya Birla Health Insurance Company Limited, UltraTech Cement Limited and ColgatePalmolive (India) Limited.

Mr. Yatish Mehrishi

Mr. Yatish Mehrishi has worked with the Company (‘ENIL’) earlier for eleven years, his last stint being that of Chief Operating Officer until January 2021. After leaving ENIL, Mr. Mehrishi was working with Arvind Fashions as the Chief Revenue Officer. Mr. Mehrishi brings with him a rich experience of handling various roles and responsibilities in ENIL and a strong understanding of the radio and media & entertainment sector.

Mr. Mehrishi has been associated with the Company since November 1, 2022, holding the office of Chief Executive Officer and Key Managerial Personnel of the Company.

Aside from a bachelor’s degree and an MBA, Mr. Mehrishi has recently completed an M.Sc. in Strategy & Leadership from the London Business School. He has over twenty three years of experience across diverse sectors spanning FMCG, Telecom and Fashion, having worked with organizations like PepsiCo, Motorola and Arvind Fashion.

By Order of the Board of Directors For Entertainment Network (India) Limited

sd/-

Mehul Shah EVP – Compliance & Company Secretary FCS: 5839 Mumbai, March 22, 2023

Registered Office:

Entertainment Network (India) Limited ,

CIN: L92140MH1999PLC120516, 4[th] Floor, A-Wing, Matulya Centre, Senapati Bapat Marg, Lower Parel (West), Mumbai - 400 013.

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Entertainment Network (India) Ltd — Proxy Solicitation & Information Statement 2023

60835_rns_2023-03-27_f03cf4e3-6828-43cb-8b20-b319a36a558b.pdf

entertainment network (India) limited

BSE Scrip Code: 532700/ Symbol: ENIL

entertainment network (India) limited

entertainment network (India) limited

Manner of casting vote through remote e-voting :

Manner of registering/updating email addresses :

For Entertainment Network (India) Limited

Mehul Shah

Entertainment Network (India) Limited

POSTAL BALLOT NOTICE

To,

The Members of Entertainment Network (India) Limited,

SPECIAL BUSINESS:

(1) Reappointment of Ms. Sukanya Kripalu (DIN: 06994202) as the Independent Director

(2) Appointment of Mr. Yatish Mehrishi (PAN: AEXPM1887N) as the Manager

Registered Office:

Entertainment Network (India) Limited ,

Notes:

Procedure for remote e-voting

Login Method

Others:

Registered Office:

Entertainment Network (India) Limited ,

Explanatory Statement in respect of the special business as required under Section 102 and 110 of the Companies Act, 2013

(ix) Minimum Remuneration:

2) Information about the appointee(s):

Ms. Sukanya Kripalu (Independent NonExecutive Director)

Mr. Yatish Mehrishi (CEO)

3) Other information :

Appointed for a term of five consecutive years commencing from May 23, 2018

Registered Office:

Entertainment Network (India) Limited ,

www.enil.co.in

Annexure - A:

Annexure - B:

Ms. Sukanya Kripalu

Mr. Yatish Mehrishi

Registered Office:

Entertainment Network (India) Limited ,

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Entertainment Network (India) Ltd Proxy Solicitation & Information Statement 2023