Diligent Media Corporation Ltd Directors Report

Dear Members,

The Board of Directors of Diligent Media Corporation Limited

(DMCL or the Company) take pleasure in presenting the 21 st (Twenty First) Annual Report of the Company, on the business and operations of the Company, together with Audited Financial Statements and the Auditor s Report thereon, for the Financial Year ended March 31, 2026 ( FY 2025-26 / FY 26 ).

FINANCIAL HIGHLIGHTS

The Company s financial performance for the year under review along with previous year s figures are given hereunder:

(Amount in lakhs)

Particulars	Year ended
	March 31, 2026	March 31, 2025
Revenue from operations	650.88	1,319.19
Other income	55.50	1,372.92
Total income	706.38	2,692.11
Total Expenses	942.48	1,304.95
Profit/(Loss) before tax	(236.10)	1,387.16
Tax Expenses (Net)	651.44	25.31
Profit /(Loss) for the year	(887.54)	1,361.85

FINANCIAL PERFORMANCE

During the year under review, revenue from operations, comprising of Syndication Income of Digital Media business decreased by 51% from Rs. 1319.19 Lakhs in FY 2024-25 to Rs. 650.88 lakhs in FY 2025-26. The Loss of FY 2025-26 was (Rs. 887.54) Lakhs compared to Profit of FY 2024-25 of Rs. 1,361.85 Lakhs. Net worth of the Company as on 31 st March 2026 was (Rs 25,259.50) Lakhs compared to (Rs 24,376.04) Lakhs as on 31 st March 2025.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION

There are no material changes and commitments that occurred after the close of the financial year till the date of this report which affects the financial position of the Company, except as mentioned in this report.

SCHEME FOR PREFERENTIAL SHARE CAPITAL REDUCTION

The Company had granted unsecured inter corporate deposits (ICDs) to Veena Investments Private Limited (VIPL), the outstanding balance of which is Rs. 17,340.27 lakhs as at 31 March 2026 (including accrued interest upto 31 December 2024 of Rs 1,385.27 lakhs). VIPL simultaneously holds 6% Non-cumulative

Non-convertible Redeemable Preference Share (NCRPS) of the Company of Rs. 43,626.56 lakhs which are redeemable on 1 November 2036 and had sought its early redemption. The Company had expressed its inability for such early redemption of NCRPS and vide notice dated 4 January 2025, had called upon VIPL to repay the outstanding ICDs along with interest accrued till 30 September 2024 aggregating to Rs 16,978.33 lakhs plus further interest till actual date of payment. Subsequently, VIPL informed the Company that repayment of ICDs shall proceed simultaneously with the redemption of NCRPS and invoked the arbitration clause under the Intercorporate Deposit Agreements (ICDs Agreements) and accordingly, sole arbitrator was appointed wherein both the parties submitted their respective claims. During the Arbitration proceeding, VIPL proposed to setoff redemption of NCRPS issued by the Company and held by VIPL against VIPL s obligation to repay the ICDs to the Company. The Board of Directors of the Company took note of the procedural Arbitration Order dated 16 June 2025 and accorded in-principle approval to the aforementioned proposal of VIPL.

The Company received the Arbitration Award dated 20 August 2025 directing that the Company shall take necessary steps to redeem/cancel the said NCRPS at a value of Rs. 17,340.27 lakhs, and VIPL shall set off the entire ICDs outstanding amount against the NCRPS value. Upon such cancellation of the NCRPS, neither party shall have any further claim against the other in respect of the said ICD Agreements or the said NCRPS. Pursuant to the above, the Board of Directors of the Company at its meeting held on 18 September 2025, approved a Scheme of Reduction and cancellation of NCRPS Capital for an amount of Rs. 17,340.27 lakhs, which shall be adjusted against the entire amount outstanding under the ICD Agreements between the Company and the NCRPS holder and the remaining paid-up value of NCRPS Capital amounting to Rs 26,286.29 lakhs shall be reduced in its entirety and will be accounted for in accordance with the applicable Indian Accounting Standards (Ind AS) and other generally accepted accounting principles in India. The said Scheme has been filed with BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) on 07 October 2025 and 08 October 2025 respectively and is pending approval. In view of the above, the Company has not accrued interest from 01 January 2025 and has not performed an impairment assessment on the outstanding balance in accordance with Ind AS 109 Financial Instruments . The management believes that there is no impairment adjustment required to be carried out to the carrying value of the said ICDs.

INTERNAL FINANCIAL CONTROLS

Based on internal financial control framework and compliance systems established in the Company and verified by the Statutory Auditor and reviews performed by the management and/or the Audit Committee of the Board, your Board is of the opinion that Company s internal financial controls were adequate and effective during the Financial Year 2025-26.

DIVIDEND

In view of the financialposition of the Company, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2026.

BUSINESS OVERVIEW

DNA is known for its quality, innovation and trust, with responsible journalism and customized content to cater to the varied spectrum of readers. Through news, views, analysis and interactivity, DNA provides its readers with a composite unbiased picture of the city, the country, its financial market, and news from around the world. DNA is a thought leader and a change agent that continues to strive for betterment of society. Having a diverse range of products and sections DNA is for everyone in the family. With a diversified portfolio including some of the famous titles like DNA Verified,DNA Lit, DNA Dharma, DNA Her & DNA AI, DNA has ensured that there is something for everybody. DNA exists with a responsive and dynamic website (www. dnaindia.com) and has a strong presence on social media (Twitter - www.twitter.com/dna, Facebook-https:// www.Facebook.com/dnaindia, YouTube www.youtube.com/@DNAIndiaNews & Instagram- www.instagram.com/dnaindia).

Content is also offered through the content licensing division -which is solely responsible for Content Syndication and allied services. The monthly average number of users for DNA English is 3.41 Mn, and DNA Hindi has an average monthly number of users of 1.56 Mn. Overall page views on its websites were 127.45million, whereas monthly average page views during the year were 10.62 million.

In a world where media and communication channels are constantly evolving, DMCL remains steadfast in its commitment to innovation, quality, and audience engagement. As the digital era continues to unfold, DMCL is poised to shape the future of digital media, offering an inspiring blend of creativity and technology that captivates and connects audiences worldwide.

SETTLEMENT UNDER CORPORATE GUARANTEE

The Corporate Guarantee provided by Zee Media Corporation Limited (ZMCL) in relation to the non-convertible debentures issued by the Company, was invoked and subsequently the said liability was settled at Rs. 29,000.00 lakhs. The Company and ZMCL mutually agreed to settle the entire outstanding amount of Rs 30,933.14 lakhs, comprising of corporate guarantee obligation mentioned above and other payables, by way of transfer / assignment of Identified Trademarks of the Company valued at Rs. 17,000.00 lakhs and payment of Rs. 1,200.00 lakhs, total aggregating to Rs. 18,200.00 lakhs. Subsequent to the settlement with ZMCL and post receipt of requisite approvals, settlement agreement / addendums with respect to the said settlement were executed between the companies, affirming ZMCL s exclusive rights over the Identified Trademarks and the Company to take all steps to transfer the clear title pertaining to the Identified Trademarks to ZMCL in a phased manner. Accordingly, the Company had recognized the sale of Identified Trademarks of Rs 17,000.00 lakhs as an exceptional item for the year ended 31 March 2024, raised invoices from time to time based on billing milestones as provided in the settlement agreement/addendums. Further, the parties executed a Deed of Hypothecation, whereunder ZMCL shall retain its exclusive rights over the identified trademarks.

CAPITAL STRUCTURE

During the year under review, there was no change in the Capital Structure of the Company. Accordingly, as at March 31, 2026, the Capital structure stand as follows:

The Authorized Share Capital of the Company is Rs. 600,55,00,000/- (Rupees Six hundred Crores Fifty Five Lakhs only) divided into 163,55,00,000 (One Hundred and Sixty three crores fifty five lakhs) Equity Shares of Re. 1/- (Rupee One only) each and 437,00,00,000 (Four Hundred and Thirty Seven crores) Preference Shares of Re. 1/- (Rupee One only) each.

The Paid-up Share Capital of the Company is Rs. 448,03,64,283/- (Rupees Four Hundred and Forty Eight Crore Three Lakh Sixty Four Thousand Two Hundred and Eighty Three Only) divided into 11,77,08,018 (Eleven Crore Seventy Seven Lakhs Eight Thousand and Eighteen) Equity Shares of Re. 1/- (Rupee One only) each and 436,26,56,265 (Four hundred and thirty six crore twenty six lakhs fiftysix thousand two hundred and sixty five only) Preference shares of Re. 1/- (Rupee One only) each.

LISTING OF COMPANYS SECURITIES

Your Company s equity shares continue to be listed and traded on National Stock Exchange of India Limited ( NSE ) and BSE Limited (BSE). Both these Stock Exchanges have nationwide trading terminals and hence facilitate the shareholders/investors of the Company in trading the shares. The Company has paid the annual listing fee for the Financial Year 2026-27 to the said Stock Exchanges.

DEPOSITORIES

Your Company has arrangements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited ( CDSL ), the Depositories, for facilitating the members to trade in the equity shares of the Company in Dematerialized form. The Annual Custody fees for the Financial Year 2026-27 have been paid to both the Depositories.

REGISTERED OFFICE

The Registered Office of the Company is presently situated at 14 th Floor, A Wing, Marathon Futurex, N M Joshi Marg, Lower Parel, Mumbai – 400 013, Maharashtra.

REGISTRAR & SHARE TRANSFER AGENT

The Registrar & Share Transfer Agent ( RTA ) of the Company is MUFG Intime India Private Limited. The Registered office of MUFG Intime India Private Limited is situated at C-101, Embassy 247, L.B.S. Marg, Vikhroli (West), Mumbai – 400 083.

CORPORATE GOVERNANCE & POLICIES

The fundamental principle of Corporate Governance is achieving sustained growth ethically and in the best interest of all stakeholders. It is not a mere compliance of laws, rules and regulations but a commitment to values, best management practices and adherence to the highest ethical principles in all its dealings to achieve the objects of the Company, enhance stakeholder value and discharge its social responsibility.

In terms to the requirements of Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2018 ( Listing Regulations ), a detailed report on Corporate Governance along with Compliance Certificate issued by Ms Practicing Company Secretary, proprietor of M/s Neelam Gupta & Associates, is attached and forms an integral part of this Annual Report. Management Discussion and Analysis Report as per Listing Regulations is presented in separate section forming part of this Annual Report.

In compliance with the requirements of Section 178 of the Act, the Nomination and Remuneration Committee ( NRC ) of your Board has fixed the criteria for nominating a person on the Board which inter alia includes desired size and composition of the Board, age limits, qualification/ experience, areas of expertise, requisite skill set and independence of individual.

Further, in compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ( PIT Regulations ), on prevention of insider trading, your Company has a comprehensive Code of Conduct for regulating, monitoring and reporting of trading by Insiders. The said Code lays down guidelines, which advise Insiders on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances. Your Company has further put in place a Code of practices and procedures of fair disclosures of unpublished price sensitive information. The said codes are applicable to all Directors, Key Managerial Personnel ( KMPs ) and other Designated Persons, as identified in the Code, who may have access to unpublished price sensitive information of the Company. The codes are available on Companys website viz. www.dnaindia.com

The Audit Committee of the Board has been vested with powers and functions relating to Risk Management which inter alia includes

(a) review of risk management policies and business processes to ensure that the business processes adopted and transactions entered into by the Company are designed to identify and mitigate potential risk;

(b) evaluation of internal financial controls and risk management systems;

(c) laying down procedures relating to Risk assessment, minimization and monitoring risk management plan.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The Board comprises of Non-Executive and Independent Directors and Non-Independent Directors, representing a blend of professionalism, knowledge and experience which ensures that the Board independently performs its governance and management functions. As on March 31, 2026, the Board comprised of following

6 (Six) Directors:

3 (Three) Independent Directors including 1 (One) Independent Woman Director

- Ms. Garima Bharadwaj

- Mr. Prakash Vaghela

- Mr. Amit Singhal

. Neelam Gupta,

2 (Two) Non-Executive Non-Independent Directors

- Mr. Ronak Jagdish Jatwala

- Mr. Mukesh Jindal

1 (One) Executive Director - Finance

- Mr. Nagendra Bhandari

During the FY 2025 26 and till the date of this Report, the following were the changes in the Director s of the Company:

Particulars	Effective Date
Completion of tenure of Ms. Shilpi Asthana (DIN: 08465502), Independent Woman Director of the Company	Close of business hours on May 28, 2025
Completion of tenure of Mr. Manoj Agarwal (DIN: 00590535), Independent Director of the Company	Close of business hours on May 28, 2025
Appointment of Ms. Garima Bharadwaj (DIN: 10632970) as an Additional Director in the category of Independent Woman Director of the Company for first term of 5 (five) consecutive years	From May 28, 2025 to May 27, 2030 (both days inclusive)
Appointment of Mr. Amit Singhal (DIN: 10764269) as an Additional Director in the category of Independent Director of the Company for first term of 5 (five) consecutive years	From May 28, 2025 to May 27, 2030 (both days inclusive)
Resignation of Ms. Garima Bharadwaj (DIN: 10632970), Independent Woman Director of the Company due to personal reasons and other professional commitments	Close of business hours on June 5, 2026

In terms of the provisions of Sections 2(51) and 203 of the Act, as on March 31, 2026, the following were the KMP s of the Company:

Chief Financial Officer

- Mr. Nagendra Bhandari

Company Secretary

- Ms. Jyoti Upadhyay

During the FY 2025-26 and till the date of this report, the following were the changes in the KMP s of the Company:

Particulars	Effective Date
Appointment of Mr. Chitresh Sehgal Office r asChief Executive	August 1, 2025
Resignation of Mr. Chitresh Sehgal as Chief Executive Officer on March 12, 2026	Closure of working hours
Appointment of Mr. Priyadarshan Garg as Chief Executive Officer	June 1, 2026

Your Company has obtained a Certificate from Ms. Neelam Gupta, Practicing Company Secretary, proprietor of M/s Neelam Gupta & Associates, pursuant to Regulation 34(3) read with Schedule V para C clause 10 (i) of the Listing Regulations that none of the Directors on the Board of the Company were debarred or disqualified from or continuing as Director on the Board by the Securities and Exchange Board of India, Ministry of Corporate Affairs (MCA) or any other Statutory Authority. The said Certificate forms an integral part of this Annual Report.

Chairperson

The Company does not have a permanent Chairperson and hence, in accordance with the applicable provisions of law, in the absence of a permanent Chairperson of the Board, the Board appoints a member from among themselves to act as the Chairperson for the respective meeting.

Board Meetings

The meetings of the Board are scheduled at regular intervals to discuss and decide on matters of business performance, policies, strategies and other matters of significance. Notice of the meetings is circulated in advance, to ensure proper planning and effective participation. In certain exigencies, decisions of the Board are also accorded through circulation and also through meeting convened at shorter notice. The Directors of the Company are given the facility to attend meetings through video conferencing, in case they so desire, subject to compliance with the specific requirements under the Act.

The Board met 8 (Eight) times during Financial Year 2025-26, the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening period between any two Board Meetings was within the maximum time permissible under the Act and Listing Regulations.

Declaration by Directors/Independent Directors

All Directors of the Company have confirmed that they are not debarred from holding the office of Director by virtue of any SEBI Order or order of any other such authority. The Directors, Key Managerial Personnel and Senior Management have affirmed compliance with the Code of Conduct laid down by the Company. Independent Directors provide declarations, both at the time of appointment as well as annually, confirming that they meet the criteria of independence as defined in Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Act along with Rules framed thereunder. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact theirGupta, ability to discharge their duties. Based on the declarations received from the Independent Directors, the Board has confirmed that they meet the criteria of independence as mentioned under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and that they are independent of the management.

A declaration on compliance with Rule 6(3) of the Companies (Appointment part of and Qualification of Directors) Rules, 2014, regarding the requirement relating to enrollment in the Data Bank for Independent Directors as stipulated under Section 150 of the Act, has been received from all the Independent Directors, along with declaration made under Section 149(6) of the Act.

There are no pecuniary relationships or transactions between the Independent Directors and the Company, except for the payment of Sitting Fees.

Separate Meeting of the Independent Directors

In accordance with the provisions of Schedule IV to the Act and Regulation 25(3) of the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on March 27, 2026. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, performance of the Chairperson of the company, after taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

Board Evaluation

In line with the Corporate Governance Guidelines of your Company and in accordance with the criteria laid down by Nomination and Remuneration Committee ( NRC ), a formal evaluation of the performance of the Board, its Committees, the irregular Chairman and the Individual Directors was carried out by the Board for the Financial Year 2025-26. The Board evaluation framework has been designed in compliance with the requirements specified under the Act, the Listing Regulations and in accordance with the Guidance Note on Board Evaluation issued by SEBI. The evaluation process was carried out based on an assessment sheet structured in line with ICSI guidance note and the guidance note issued by SEBI in this regard. The Independent Directors of your Company, in a separate meeting, evaluated the performance of the Chairman and other Non-Independent Directors along with the performance of the Board based on various criteria recommended by the NRC and Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India. A report on such evaluation done by the Independent Directors was taken on record by the Board and further your Board, in compliance with requirements of the Act, evaluated performance of all the Directors, the Board as a whole, based on various parameters including attendance, contribution etc.

The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The details of the evaluation process are set out in the Corporate Governance Report which forms part of this Report.

Policy on Directors Appointment and Remuneration

In compliance with the requirements of Section 134(3)(e) and Section 178(3) of the Act, the Nomination & Remuneration Committee of the Board ( NRC ), had fixed the criteria for nominating a person on the Board which, inter alia, include desired size and composition of the Board, age limit, qualification / experience, areas of expertise, skill set and independence of individual. Your Company has also adopted a Nomination and Remuneration Policy.

The said policy provides criteria for the appointment and determination of remuneration of the Directors, Key Management Personnel, Senior Management and other Employees of your Company. The NRC has also developed the criteria for determining the qualifications, positive attributes and independence of Directors of the Company. The policy is also available at the Investor Section on the website of the Company viz . www.dnaindia.com The applicable remuneration details of the Key Managerial Personnel, along with details of ratio of remuneration of Director to the median remuneration of employees of the Company for the FY under review are provided as Annexure to this Report.

Familiarization Program for Directors

The Company s Board Familiarization Program comprises of the following: -

NFRA Circulars, Business operations, amendment in Listing Regulations The Board including all Independent Directors are provided with relevant documents, reports and internal policies to enable them to familiarize with the Company s procedures and practices from time to time.

The Independent Directors are taken through an induction and familiarisation Programme when they join the Board of your

Company. The induction programme covers the Companys history, background of the Company, the Industry and its growth over the last few years, various milestones in the Company s existence, the present structure and an overview of the business and functions. The details of programs for familiarization of Independent

Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters can be accessed on the website of the Company at www.dnaindia.com.

Committees of the Board

In compliance with the requirements of the Act, Listing Regulations and for smooth functioning of the Company, your Board has constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee.

I. Audit Committee

Your Company has a duly constituted Audit Committee and its composition as well as charter is in line with the requirements of the Act and Listing Regulations.

Composition of Audit Committee

In compliance with Section 177 of the Act read with rules made thereto and Regulation 18 of the Listing Regulations, the Audit Committee of the Board as on March 31, 2026, comprised of 4 (Four) members.

The composition of Audit Committee was as under:

Name	Designation in Audit Committee
- Mr. Amit Singhal, Independent Director	Chairman (w.e.f. May 28, 2025)
- Ms. Garima Bharadwaj* Independent Woman Director	Member (w.e.f. May 28, 2025)
- Mr. Prakash Vaghela, Independent Director	Member
- Mr. Mukesh Jindal, Non Executive Non Independent Director	Member

*Ceased to be an Independent Director of the Company from the close of business hours of June 5, 2026.

Post closure of Financial Year till the date of this report, the Audit Committee comprised of following members:

Name	Designation in Audit Committee
- Mr. Amit Singhal, Independent Director	Chairman
- Mr. Prakash Vaghela, Independent Director	Member
- Mr. Mukesh Jindal, Non Executive Non Independent Director	Member

The Company Secretary acts as the Secretary of the Audit Committee.

II. Nomination and Remuneration Committee

The Company has a duly constituted Nomination and Remuneration Committee (NRC) which, inter alia , identifies and recommends persons who are qualified to become Directors and who may be appointed as Senior Management and reviews and recommends the remuneration and other employment terms and conditions of Directors and Senior Management.

Composition of NRC

In compliance with Section 178 of the Act read with rules made thereto and Regulation 19 of the Listing Regulations, the NRC of the Board as on March 31, 2026, comprised of 3 (Three) members.

The composition of NRC was as under:

Name	Designation in NRC
- Ms. Garima Bharadwaj* Independent Woman Director	Chairperson (w.e.f. May 28, 2025)
- Mr. Amit Singhal, Independent Director	Member (w.e.f. May 28, 2025)
- Mr. Mukesh Jindal, Non Executive Non Independent Director	Member

* Ceased to be an Independent Director of the Company from the close of business hours of June 5, 2026.

Post closure of Financial Year till the date of this report, the NRC was re-constituted as under:

Name	Designation in NRC
- Mr. Prakash Vaghela, Independent Director	Chairman (with effect from August 13, 2026)
- Mr. Amit Singhal, Independent Director	Member
- Mr. Mukesh Jindal, Non Executive Non Independent Director	Member

The Company Secretary acts as the Secretary of the NRC.

III. Stakeholders Relationship Committee

The Company has a duly constituted Stakeholders Relationship Committee (SRC) which inter alia looks into various aspects of interests of shareholders including investors grievances arising out of issues regarding share transfers, dividends, dematerialization and related matters, evaluating performance and service standards of the Registrar and Share Transfer Agent and takes requisite actions to redress the same.

Composition of SRC

In compliance with Section 178 of the Act read with rules made thereto and Regulation 20 of the Listing Regulations, the Stakeholders Relationship Committee of the Company as on March 31, 2026, comprised of 3 (Three) members.

The Composition of SRC was under:

Name	Designation in SRC
- Ms. Garima Bharadwaj* Independent Woman Director	Chairperson (w.e.f. May 28, 2025)
- Mr. Ronak Jagdish Jatwala, Non- Executive Non-Independent Director	Member (w.e.f. May 28, 2025)
- Mr. Mukesh Jindal, Non Executive Non Independent Director	Member

*Ceased to be an Independent Director of the Company from the close of business hours of June 5, 2026.

Post closure of Financial Year till the date of this report, the SRC was re-constituted as under:

Name	Designation in SRC
- Mr. Prakash Vaghela, Independent Director	Chairman (with effect from August 13, 2026)
- Mr. Ronak Jagdish Jatwala, Non Executive Non Independent Director	Member
- Mr. Mukesh Jindal, Non Executive Non Independent Director	Member

The Company Secretary acts as the Secretary of the SRC. Details of composition of the Board Committees, have been uploaded on the website of the Company viz. wwwdnaindia.com. Details such as scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein form part of the annexed to this report.

During the year, all the recommendations made by the Committees of the Board including the Audit Committee, were accepted by the Board.

Vigil Mechanism / Whistle Blower Policy

Your Company is committed to the highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Vigil Mechanism / Whistle Blower policy which provides a robust framework for dealing with genuine concerns & grievances. The policy provides access to Directors / Employees / Stakeholders of the Company to report concerns about unethical behavior, actual or suspected fraud of any Director and / or Employee of the Company or any violation of the Code of Conduct. The policy safeguards whistleblowers from reprisals or victimization, in line with the Regulations. Any incidents that are reported are investigated and suitable action is taken in line with the Policy. Further during the year under review, no complaint was received by the Company under the Vigil Mechanism. In terms of the said policy, no personnel have been denied access to the Audit Committee of the Board.

The Whistle Blower Policy is available at the Investor Section on the website of the Company at viz. www.dnaindia.com.

CORPORATE SOCIAL Responsibility

As per Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company doesn t fall under the threshold for the financial year ended March 31, 2026, and accordingly Report on CSR is not applicable.The CSR Policy is available on the Companys website at www.dnaindia.com.

AUDITORS

Statutory Auditors :

M/s MGB & Co. LLP, Chartered Accountants (ICAI Firm Registration No.101169W/ W100035) were appointed as the Statutory Auditors of the Company at the 17 th Annual General Meeting ( AGM ) of the Company held on September 30, 2022, for a period of 5 (five) consecutive years. Accordingly, they shall hold officetill the conclusion of the 22nd Annual General Meeting of the Company to be held in the year 2027.

Qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report:

The Report given by the Statutory Auditors on the Financial Statements of the Company for the financial year ended on March 31, 2026 forms part of this Annual Report. The auditors of the Company have qualified their report to the extent and as mentioned in the Auditors Report. The qualification in auditors report and Management response to such qualification are as under:

Details of Audit Qualification, as per Auditors Report dated May 28, 2026:

As stated in Note 43 to the financial statements, the Company had granted inter corporate deposits (ICDs) to Veena Investments Private Limited (VIPL), the outstanding balance as at 31 March 2026 of such ICDs granted is Rs. 17,340.27 lakhs (including accrued interest upto 31 December 2024 of Rs 1,385.27 lakhs).

VIPL simultaneously holds 6% Non-cumulative, Non-convertible, Redeemable, Preference Shares (NCRPS) of the Company aggregating to Rs 43,626.56 lakhs which are redeemable on 01 November 2036 but had sought its early redemption. As mentioned in the note, the Company had expressed its inability for early redemption of NCRPS and called upon VIPL to repay the outstanding ICDs along with interest accrued till 30 September 2024, aggregating to Rs 16,978.33 lakhs plus further interest till actual date of payment. VIPL subsequently informed the Company that repayment of ICDs shall proceed simultaneously with the redemption of NCRPS and invoked the arbitration clause under the Inter Corporate Deposits Agreements (ICDs Agreements), pursuant to which a sole arbitrator was appointed wherein both parties have submitted their claims. As also stated in the Note, during the Arbitration proceedings, VIPL proposed to setoff redemption of NCRPS issued by the Company to VIPL against VIPLs obligation to repay the ICDs to the Company.

The Board of Directors of the Company took note of the procedural Arbitration Order dated 16 June 2025 and accorded in-principle approval to the aforementioned proposal of VIPL. As further stated in the Note, the Company received the Arbitration Award dated 20 August 2025 directing that the Company shall take necessary steps to redeem/cancel the said NCRPS at a value of Rs. 17,340.27 lakhs, and VIPL shall set off the entire ICDs outstanding amount against the NCRPS value. Upon such cancellation of the NCRPS, neither party shall have any further claim against the other in respect of the said ICD Agreements or the said NCRPS. Pursuant to the above, the Board of Directors of the Company at its meeting held on 18 September 2025, approved a Scheme of Reduction and cancellation of NCRPS Capital for an amount of Rs. 17,340.27 lakhs, which shall be adjusted against the entire amount outstanding under the Inter Corporate Deposit Agreements between the Company and the NCRPS holder and the remaining paid-up value of NCRPS Capital amounting to Rs 26,286.29 lakhs shall be reduced in its entirety and will be accounted for in accordance with the applicable Indian Accounting Standards (Ind AS) and other generally accepted accounting principles in India. The said Scheme has been filed Stock Exchange of India Limited (NSE) on 07 October 2025 and 08 October 2025, respectively and is pending for approval. In view of above, the Company has not accrued interest from 01 January 2025 and has not performed an impairment assessment on the outstanding balances in accordance with Ind AS 109 Financial Instruments . Accordingly, we are unable to determine whether any adjustment is required to the carrying amounts of these outstanding balances as at 31 March 2026.

Our opinion on the audited financial statements for the previous year ended 31 March 2025 was also modified in respect matter stated above.

Reply to Auditor s Qualification by Board / Management :

The Companys 6% Non-cumulative, Non-convertible, Redeemable, Preference Shares (NCRPS) aggregating to Rs 43,626.56 lakhs are redeemable on 01 November 2036 and VIPL has sought its early redemption. The Company has expressed its inability for early redemption and called upon VIPL to repay the ICDs along with interest accrued till 30 September 2024, aggregating to Rs 16,978.33 lakhs plus further interest till actual date of payment. Subsequently, VIPL informed the Company that repayment of ICDs shall proceed simultaneously with the redemption of NCRPS and accordingly VIPL invoked the arbitration clause under the ICD Agreements. On 20 August 2025, the Company received the Arbitration Award directing the Company to take necessary steps to redeem/cancel the said NCRPS at a value of Rs. 17,340.27 lakhs, and VIPL to set off the entire ICDs outstanding amount against this NCRPS value. Upon such cancellation of the NCRPS, neither party shall have any further claim against the other in respect of the said ICD Agreements or the said NCRPS.

Consequent to the approval of the Board, a Scheme for Reduction of 6% Non-Cumulative, Non-Convertible Redeemable Preference Share Capital Between Diligent Media Corporation Limited and its Shareholders ( Scheme ) was filed with the Stock Exchanges in October 2025. In view of the steps taken by the management inter-alia the Arbitration Order, approval of the Board of Directors of the Company for the settlement, and filing of the said Stock Exchanges, which is pending for approval, the management believes that there is no impairment adjustment required to be carried out to the carrying value of the said ICDs. The other remark provided in the Auditor s report are self-explanatory and hence no separate management response is provided.

Secretarial Auditor:

In terms of Section 204 of the Act, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit for the Financial Year ended March 31, 2026, was carried out by Ms. Neelam Gupta, Practicing Company Secretary with BSE Limited (BSE) and National (holding ICSI Certificate of Practice No. Neelam Gupta & Associates. Secretarial Audit report (in MR-3 format) inter alia confirmingcompliance with applicable regulatory requirements by the Company during FY 2025-26 is appended to this Board Report.

The said report contains deviation as under:

- Submission of the statement on investor complaints for the quarter ended March 31, 2025, was submitted with BSE & NSE on May 02, 2025 instead of April 30, 2025; and -of the Submission of report on corporate governance for the quarter ended March 31, 2025, was submitted with BSE & NSE on May 02, 2025 instead of April 30, 2025.

Reply to Auditor s Qualification by Board / Management:

The delay in submission of the Disclosure with stock exchanges by one day, was due to technical glitches in the online filing portal of NSE and BSE, without any malafide / willful intention on the part of the Company. The Company has paid the requisite fines/ penalties levied by the Stock Exchanges in this regard. Further, the said comments of the Board of Directors were duly disseminated through the Stock Exchanges.

Additionally, in compliance with the requirements of Regulation 24A (2) of Listing Regulations, the Annual Secretarial Compliance Report duly signed by Ms. Neelam Gupta, Practicing Company

Secretary, proprietor of M/s Neelam Gupta & Associates has been submitted to the Stock Exchanges within the prescribed timelines.

Further, pursuant to the provisions of Regulation 24A & other applicable provisions of the Listing Regulations read with Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Neelam Gupta & Associates, Practicing Company Secretary, Practice No. 6950, Peer Review

Registration Number S2006DE086800) has been appointed as Secretarial Auditor for a term of 5(Five) consecutive years, to hold office

Internal Auditor:

To commensurate the internal financial control with its size, scale and complexities of its operations, the Board based on the recommendation of the Audit Committee had appointed M/s G B S G & Associates, Chartered Accountants as an Internal Auditors of the Company for the Financial Year 2025-26.

The Audit Committee reviews the Report submitted by the Internal Auditors. The Audit Committee actively reviews the adequacy and effectiveness of the internal control systems.

The Board, on the recommendation of the Audit Committee, at its meetings held on August 13, 2026, approved the re-appointment of M/s G B S G & Associates, Chartered Accountants, as the Internal Auditor of the Company for the Financial Year 2026-27.

Reporting of Frauds by Auditors

During the year under review, there were no frauds reported by the Statutory Auditors and Secretarial Auditors to the Audit Committee or the Board under Section 143(12) of the Act.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year, is presented in a separate section and forms an integral part of this Annual Report. The said report gives details of the overall industry structure, economic developments, performance and state of affairs of your Company s business and other material developments during the Financial Year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company is into the business of distribution of news through Digital media. Since this does not involve any manufacturing activity and therefore the Information required to be provided under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is Nil / Not applicable.

Foreign Exchange Earnings and Outgo:

During the year under review, your Company had foreign exchange earnings of Rs. 25.69 lakhs and outgo of Nil amount.

PARTICULARS OF EMPLOYEES

As on March 31, 2026, the total numbers of permanent employees of the Company were 37. The information required under the provisions of Section 197 of the Act read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, Certificate of 2014 is annexed to this report.

DISCLOSURES

i. Particulars of loans, guarantees and investments April 1, 2025 upto March 31, 2030.: Particulars of loans, guarantees and investments made by the Company as required under Section 186(4) of the Act are given in Note No. 32 to the Financial Statements.

ii. Transactions with Related Parties : All contracts/ arrangements/transactions entered by the Company during the financial year with related basis, in the ordinary course of business and in compliance with applicable provisions of the Act and Listing Regulations. During the Financial Year 2025-26, materially significant related party transactions by the Company as defined under the Act & Listing Regulations is reported in Form AOC-2 .

All related party transactions, specifying the nature, value and terms of the transactions including the arms-length justification, are placed before the Audit Committee for its approval and a statement of all related party transactions carried out is placed before the Audit Committee for its review on quarterly basis.

iii. Risk Management : In accordance with Section 134(3) (n) of the Act, your Company has defined operational processes to ensure that risks are identified, is responsible for reviewing, identifying and implementing mitigation plans for operational and process risk. Key strategic and business risks are identified, senior management team and reviewed periodically by the Audit Committee.

iv. Internal Financial Controls and their Adequacy : Your Company has adequate internal financial controls systems in place, which facilitates orderly and efficient conduct of its business including adherence to Company s policies, safeguarding of its assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The internal audit plan is dynamic and aligned to the business objectives of the Company and is evaluated by the Audit Committee periodically.

During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed.

v. Deposits : Your Company has not accepted any public deposit under Chapter V of the Act.

vi. Transfer to Investor Education and Protection Fund : During the year under review, the Company was not required to transfer any amount to Investor Education and Protection Fund.

vii. Transfer to General Reserve : During the year under review, there was no amount transferred to any of the reserves by the Company.

viii. Disclosure under Section 197(14) of the Act: Not Applicable on the Company during the reporting period.

ix. Sexual Harassment : Your Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. Additionally, your Company has constituted Internal Complaints Committee to redress complaints regarding sexual harassment.

Status of complaint under POSH:

(a) number of complaints of sexual harassment received in the year - Nil

(b) number of complaints disposed off during the year -

(c) number of complaints of sexual harassment pending as on end of the financial year: Nil

(d) number of cases pending for more than ninety days - NA

x. Secretarial Standards : Pursuant to the provisions of Section 118 of the Act, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by MCA.

xi. Extract of Annual Return: : The Annual return in form MGT-7 as required under Section 92 of the Act read with Companies (Management & Administration) Rules, 2014, is provided at the Investor Section on the website of the Company at www. dnaindia.com.

xii. Regulatory Orders: During the Financial Year 2025-26, no significant or courts or tribunals which impact the going concern status and Company s operations in future.

xiii. During the Financial Year, the Company received a Show Cause Notice (as a co-noticee) dated February 12, 2026, issued by SEBI in the matter of Zee Entertainment Enterprises Limited, for alleged violation of certain regulations of SEBI PFUTP Regulations / SEBI Act with respect to certain business transactions. The Company is taking necessary action in this matter and to avoid protracted litigation, has filed a settlement application under the provisions of SEBI (Settlement Proceedings) Regulations, 2018, which is under consideration. The Company does not anticipate that SCN will have any material adverse impact.

xiv. The Management of the Company here by confirms that the Company has complied with the provisions relating to the Maternity Benefit Act 1961 during the FY 2025-26 and no complaint has been received by the Company from any of the employee in this regard, during the year under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Act (including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force), in relation to the Annual Financial Statements for the Financial Year 2025-26, the Directors of the Company state that:

a) The Financial Statements of the Company comprising of the Balance Sheet as at March 31, 2026 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis;

b) In the preparation of these Financial Statements, the applicable accounting standards had been followed and there are no material departures; NA

c) Accounting policies selected were applied consistently and the judgments and estimates related to the financialstatements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026, and of the Loss of the Company for the year ended on that date;

d) Proper and sufficientcare has of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

e) Requisite internal financial controls were laid down and that such financial controls are adequate and operating effectively; and

f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating The aforesaid statement has also been reviewed and confirmed by the Audit Committee of the Board of Directors of the Company.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There are no proceedings initiated or pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC). For recovery of outstanding dues aggregating to Rs. 5455.35 Lakhs, the Company had initiated CIRP proceedings against various parties and the same are pending.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND WHILE TAKING LOAN, ALONG WITH THE REASONS THEREOF

The Company has not entered into any One Time Settlement with any financial institution. Accordingly, the disclosure relating to differences in valuation amounts at the time of One Time Settlement and at the time of taking loan is not applicable.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Companys objectives, projections, estimates and expectations, may constitute forward looking statements within the meaning of applicable laws and regulations and actual results might differ.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance and co-operation received from Government authorities, customers, vendors and members during the year under review.

Your Directors place on record their deep sense of appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the progress of your Company.

For and on behalf of the Board

of Diligent Media Corporation Limited

Nagendra Bhandari	Mukesh Jindal
Executive Director - Finance	Director
(DIN: 10221812)	(DIN: 02589636)
Place: Noida
Date: August 13, 2026