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 20 th (Twentieth) Annual Report of the Company, on the business and operations of the Company, together with Audited Financial Statements and the Auditors Report thereon, for the Financial Year ended March 31, 2025 (FY 2024-25 / FY 25).

FINANCIAL HIGHLIGHTS

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

FINANCIAL PERFORMANCE

During the year under review, revenue from operations, comprising of Advertisement Income of Digital Media business increased by 36% from Rs. 970.24 lakhs in FY 2023-24 to Rs. 1,319.19 lakhs in FY 2024-25. The profit of FY 2024-25 was Rs. 1,361.85 lakhs compared to Profit of FY 2023-24 of Rs. 1,3,681.84 lakhs. Net worth of the Company as on 31 st March 2025 was (Rs 24,376.04) lakhs compared to (Rs 25,740.17) lakhs as on 31 st March 2024.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION

The Company had granted unsecured inter corporate deposits (ICDs) to Veena Investments Private Limited (VIPL), the outstanding balance as at 31 March 2025 of such ICDs

granted was Rs 17,340.27 lakhs (including accrued interest of Rs 1,385.27 Lakhs). VIPL simultaneously holds 6% Noncumulative Non-convertible Redeemable Preference Share (NCRPS) of the Company aggregating to Rs. 43,626.56 lakhs which are redeemable on 1 November 2036 but has sought an early redemption. VIPL had offered to create charge on its certain receivables in favour of Company to secure the loan given but later expressed inability to create charges in view of early redemption of NCRPS. The Company has expressed its inability for such early redemption of NCRPS and vide notice dated 4 January 2025, has 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). The sole arbitrator has been appointed wherein both the parties have submitted their respective claims and the arbitration proceeding is in progress.

Due to the ongoing arbitration proceedings, the timing and collectability of cash flows from ICDs are uncertain and accordingly, till such time the matter is resolved, interest income w.e.f. 1 January 2025 of Rs 354.07 lakhs has not been accrued.

The Company also received the Procedural Order dated June 16, 2025, wherein VIPLs proposal to offset the ICD liability against the early redemption of NCRPs was considered reasonable, mutually beneficial, and recommended for favourable consideration by the Board of Directors.

Apart from the matter stated above, there have been no other material changes or commitments that have occurred after the end of the financial year and up to the date of this report, which would affect the financial position of the Company.

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 Companys internal financial controls were adequate and effective during the Financial Year 2024-25.

DIVIDEND

Your Board intends to retain its internal accrual for future business requirements and the growth of the Company. Accordingly, your Board has not recommended any dividend during the year under review.

BUSINESS OVERVIEW

DMCL has always been known for its youthful approach with a unique portfolio of digital-exclusive IPs. From one of the most robust social media channels to establishing women-first event Women Achievers Awards to busting fake news through DNA Fact Check, DMCL is much more than just a digital news publication business. A wide range of properties including- DNA Explainers, DNA Automobile, Women Achievers Award and DNA Auto Awards, provides solutions to critical social issues. DMCL is not just about catching trends but also about staying relevant through acquiring new audiences in various age groups.

While the companys responsive and dynamic website www. dnaindia.com is thriving with a MAUs of 22 million, the recently launched Hindi edition viz. is showing steady growth with an average MAUs of 8.5 million. The overall page views on our websites were 910 million, whereas monthly average unique users were 31 million during FY 2024-25. The Company is also having strong presence across social platforms such as Twitter, Facebook, YouTube, Instagram, LinkedIn etc.

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.

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 by ZMCL at Rs. 29,000 lakhs. The Company and ZMCL mutually agreed to settle the entire outstanding amount of Rs 30,933.14 lakhs (comprising of corporate guarantee obligation and other payables), by way of transfer / assignment of identified Trademarks of the Company valued at Rs. 17,000 lakhs and payment of Rs. 1,200 lakhs.

The said terms of settlement and draft settlement agreement were approved by the Board of Director and the said terms were also approved by the shareholders of the Company at its meeting held on September 30, 2022. Basis the requisite approvals, Settlement Agreement was executed on March 31, 2023 between the Company and ZMCL and accordingly, the Company had made payment of Rs 1,200 lakhs and written back the balance liability of Rs 12,733.14 lakhs, which has been disclosed as an exceptional item for the year ended March 31, 2023.

Subsequently, the Companies executed addendums/ documents with respect to the settlement agreement, affirming that ZMCL will have exclusive rights over the Identified Trademarks and the Company shall take all steps to transfer the clear title pertaining to the Identified Trademarks to ZMCL in a phased manner. Basis the execution of aforementioned documents, the Company has recognized sale of Identified Trademarks of Rs. 17,000 lakhs as an exceptional item during the year ended March 31, 2024. In order to secure the performance of its obligations under the Settlement Agreement, the Company has expressly hypothecated in favor of ZMCL all of its right, title, and interest in and to the identified Trademarks. Such hypothecation constitutes a pari passu first priority interest in favor of ZMCL over the Hypothecated Trademarks, ranking equally with any other interests previously granted by the Company to ZMCL.

CAPITAL STRUCTURE

During the year under review, there was no change in the Capital Structure of the Company. Accordingly, as at March 31, 2025, 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 fifty six thousand two hundred and sixty five only) Preference shares of Re. 1/- (Rupee One only) each.

Listing of Companys Securities

Your Companys 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 2025-26 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 2025-26 have been paid to both the Depositories.

REGISTERED OFFICE

The Registered Office of the Company is presently situated at 14th 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 (formally known as Link 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 Listing Regulations, a detailed report on Corporate Governance along with Compliance Certificate issued by Mrs. Neelam Gupta, 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.

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 optimum combination of NonExecutive and Independent Directors and Non-Independent Directors, representing a blend of professionalism, knowledge

and experience which ensures that the Board independently perform its governance and management functions. As on March 31, 2025, the Board comprised of following 6 (Six) Directors:

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

Ms. Shilpi Asthana, Chairperson of the Company

Mr. Prakash Vaghela

Mr. Manoj Agarwal

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 2024 - 25 and till the date of this Report, the following were the changes in the Directors of the Company: Particulars	Effective Date
Resignation of Mr. Nishikant Upadhyay, (DIN: 07779721) Non-Executive NonIndependent Director	Close of business hours on April 11, 2024
Appointment of Mr. Nagendra Bhandari (DIN: 10221812), as an Additional Director (categorized as Whole-time Director) and designated as Executive Director - Finance	July 10, 2024
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)

In terms of the provisions of Sections 2(51) and 203 of the Act, as on March 31, 2025, the following were the KMPs of the Company:

Chief Executive Officer

Mr. Sushant S Mohan

Chief Financial Officer

Mr. Nagendra Bhandari

Company Secretary

Ms. Jyoti Upadhyay

During the FY 2024-25 and till the date of this report, the following were the changes in the KMPs of the Company:

Your Company has obtained a Certificate from Mrs. 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.

Chairman

Ms. Shilpi Asthana, Independent Woman Director of the Company, served as the Chairperson of the Company until May 28, 2025. Upon completion of her second term as an Independent Director, she ceased to hold the position of Chairperson.

In accordance with the applicable provisions of law, in the absence of a regular 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 7 (Seven) times during Financial Year 2024-25, 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 their 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 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 28, 2025. 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 Chairperson and the Individual Directors was carried out by the Board for the Financial Year 2024-25. 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 its Committee, 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 and Senior Management 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.

The applicable remuneration details of the Directors and Key Managerial Personnel, along with details of ratio of remuneration of Director to the median remuneration of employees of the Company for the FY and other details under review are provided as Annexure to this Report.

Familiarization Program for Directors

The Companys Board Familiarization Program comprises of the following:

Key Amendments in SEBI (LODR) Regulations, 2015; and

Key Amendment in SEBI (Prohibition of Insider Trading) Regulations, 2015

The Board including all Independent Directors are provided with relevant documents, reports and internal policies to enable them to familiarize with the Companys 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 Companys 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.

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, 2025, comprised of 4 (Four) members.

The composition of Audit Committee is as under:

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

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

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, 2025, comprised of 3 (Three) members.

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

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

The Company Secretary acts as the Secretary of the NRC.

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, 2025, comprised of 3 (Three) members.

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 Corporate Governance Report 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 case was reported 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. .

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Companies Act, 2013, the Company had earned net profit in the immediately preceding financial year. However, as per the applicable provisions of law, the Company was not required to incur any Corporate Social Responsibility (CSR) expenditure during the reporting period. The CSR Policy of the Company is available on its website at .

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 17th Annual General Meeting (AGM) of the Company held on September 30, 2022, for a period of 5 (five) consecutive years. Accordingly, they shall hold office till the conclusion of the 22nd Annual General Meeting of the Company to be held in the year 2027.

The report of the Statutory Auditors forms part of the Annual Report and the said report is self-explanatory and it contains qualification or adverse remarks.

Explanation by the Board on qualifications made by Statutory Auditor:

Auditor qualification no.: (i) The Company had granted Inter Corporate Deposits (ICDs) to Veena Investments Private Limited (VIPL), the outstanding balance of such ICDs granted is Rs. 17,340.27 lakhs (including interest of Rs 1,385.27 lakhs) as at 31 March 2025. VIPL simultaneously holds 6% Noncumulative, Non-convertible, Redeemable, Preference Shares (NCRPS) of the Company aggregating to Rs 43,626.56 lakhs

which are redeemable on 01 November 2036 and has sought its early redemption. As mentioned in the said note, the Company has expressed its inability for early redemption of NCRPS and has 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 fill actual date of payment. As further stated in the said note, VIPL, subsequently informed the Company that repayment of ICDs shall proceed simultaneously with the redemption of NCRPS and invoked. the arbitration clause under the ICD Agreements, pursuant to which a sole arbitrator was appointed wherein both parties have submitted their claims, and the matter is currently in progress. Despite the ongoing arbitration, as mentioned in the above paragraph, the Company has not assessed the recoverability of ICDs aggregating to Rs. 17,340.27 lakhs (including interest accrued) as at 31 March 2025 in accordance with the requirements of Ind AS 109 Financial Instruments. In the absence of such impairment assessment, we are unable to comment upon adjustments, if any, that may be required to the carrying value of these ICDs and its consequential impact on the net profit and total comprehensive income for year ended 31 March 2025 and the financial position of the Company as at 31 March 2025.

Reply to Auditors Qualification: Regarding the observations made by Auditors, the Companys 6% Non-cumulative, Nonconvertible, 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. The sole arbitrator has been appointed, and the arbitration proceedings have commenced wherein parties have submitted their respective Statements of Claims, and the matter is currently progressing in accordance with the prescribed procedural schedule. Based on the facts and claims and the status of the proceedings, the management believes that the outcome of the afore mentioned arbitration is not expected to cause any adverse impact on the carrying value of the said ICDs.

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, 2025, was carried out by Mrs. Neelam Gupta, Practicing Company Secretary (holding ICSI Certificate of Practice No. 6950), proprietor of M/s Neelam Gupta & Associates. Secretarial Audit report (in MR-3 format) inter alia confirming compliance with applicable regulatory requirements by the Company during FY 2024-25 is appended to this Board Report.

The said report does not contain any qualifications, reservations, or adverse remarks or disclaimer.

Additionally, in compliance with the requirements of Regulation 24A (2) of Listing Regulations, the Annual Secretarial Compliance Report duly signed by Mrs. 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, the Audit Committee and the Board of Directors at their respective meetings held on March 28, 2025 have approved & recommended for approval of Members, appointment of M/s. Neelam Gupta & Associates, Practicing Company Secretary, Certificate of Practice No. 6950, Peer Review Certificate No. 6760/2025 (Firm Registration Number S2006DE086800) as Secretarial Auditor for a term of 5 (Five) consecutive years, to hold office from April 1, 2025 till March 31, 2030.

A detailed proposal for appointment of Secretarial auditor forms part of the Notice convening this AGM.

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 Internal Auditors of the Company for the Financial Year 2024-25.

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 May 27, 2025, 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 2025-26.

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 Companys 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. 78.19 lakhs and outgo of Nil amount.

PARTICULARS OF EMPLOYEES

As on March 31, 2025, the total numbers of permanent employees of the Company were 55. 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, 2014 along with the statement showing names and other particulars of top 10 employees and other details prescribed under the said rules is annexed to this report.

DISCLOSURES

Particulars of loans, guarantees and investments:

Particulars of loans, guarantees and investments made by the Company as required under Section 186(4) of the Act are given in Note No. 33 to the Financial Statements.

Transactions with Related Parties: All contracts/ arrangements/transactions entered by the Company during the financial year with related parties were on arms length basis, in the ordinary course of business and in compliance with applicable provisions of the Act and Listing Regulations. During the Financial Year 2024-25, there were no materially significant related party transactions by the Company as defined under the Act. Listing Regulations and accordingly no transaction are required to be 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.

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

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 Companys 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.

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

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.

Transfer to General Reserve: During the year under

review, there was no amount transferred to any of the reserves by the Company.

Disclosure under Section 197(14) of the Act: Not

Applicable on the Company during the reporting period and Listing Regulations and according no transaction are required to be reported in Form AOC-2.

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:

number of complaints of sexual harassment received in the year - Nil

number of complaints disposed off during the year

NA

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

number of cases pending for more than ninety days

NA

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.

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 .

Regulatory Orders: During the Financial Year 2024-25, no significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Companys operations in future.

The Management of the Company hereby confirms that the Company has complied with the provisions relating to the Maternity Benefit Act 1961 during the FY 202425 and no compliant 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 2024-25, the Directors of the Company state that:

The Financial Statements of the Company comprising of the Balance Sheet as at March 31, 2025 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis;

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

Accounting policies selected were applied consistently and the judgments and estimates related to the financial statements 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, 2025, and of the Profit of the Company for the year ended on that date;

Proper and sufficient care has been taken for the maintenance 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;

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

Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

The aforesaid statement has also been reviewed and confirmed by the Audit Committee and 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, 2018 (IBC). For recovery of outstanding dues aggregating to Rs. 6571.82 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 Diligent Media Corporation Limited

Nagendra Bhandari Mukesh Jindal

Executive Director - Finance Director

DIN: 10221812 DIN: 02589636

Place: Noida Date: July 30, 2025

ANNEXURE TO BOARDS REPORT

Particulars of Remuneration of Employees

[Pursuant to Section 197 of the Act read with Rule 5 of Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014]

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as on March 31, 2025 are given below:

A) Particulars of increase in remuneration of each Director and Key Managerial Personnel (KMP) during 2024-25 along with Ratio of remuneration of Directors to the Median remuneration of employees:

Name and Category of Director/ Key Managerial Personnel	% increase in Remuneration in FY 2024-25	Ratio of Director\u2019s Remuneration to median Remuneration
Non-Executive Non-Independent Directors
- Mr. Ronak Jagdish Jatwala	-	-
- Mr. Mukesh Jindal	-	-
- Mr. Nishikant Upadhyay*	-	-
Non-Executive Independent Directors
- Mr. Manoj Agarwal	-	0.21:1
- Ms. Shilpi Asthana	-	0.28:1
Mr. Prakash Vaghela Executive Director Mr. Nagendra Bhandari, Executive Director - Finance**		0.28:1
Key Managerial Personnel
Mr. Sushant Mohan, Chief Executive Officer**** Mr. Prashant Barua, Chief Financial Officer***	5%	7.88:1
- Mr. Nagendra Bhandari, Chief Financial Officer**		4.12:1
- Ms. Jyoti Upadhyay, Company Secretary	53%	3.06:1

*Resigned as Director with effect from close hours of April 11, 2024

** Appointed as Whole Time Director and Chief Financial Officer designated as Executive Director - Finance with effect from July 10, 2024

***Resigned from the designation of Chief Financial Officer with effect from April 30, 2024 ****Resigned from the designation of Chief Executive officer with effect from March 31, 2025

Note:

Non-Executive Non-Independent Directors are not paid any remuneration.

Non-Executive Independent Directors are paid only sitting fees.

Particulars

B) Particulars Employees:

Particulars of Top Ten (10) Employees in terms of Remuneration drawn including employees drawing remuneration in excess of Rs. 8.50 Lakhs per month or Rs. 1.02 Crores per annum during FY 2024-25

Name of employee or applicant	Age	Designation	Total Remuneration paid	Qualification	Experience in Years	Date of Joining	Last employment	Date of Resignation
Sushant S Mohan	37	Chief Executive Officer	4,360,653	MA in Mass Communication, PG Diploma-Radio & Television, BA Journalism	14	15/06/2020	Opera Software India Pvt. Ltd	31/03/2025
Nagendra Bhandari	50	Chief Financial Officer	1,561,921	CA, Bcom	28	10/07/2024	Today merchandise Pvt ltd
Jyoti Upadhyay	35	CS & Compliance Officer	1,351,883	LLB, M.Com., CS	10	03//12/2021	Treis Solutions LLP
Chitresh Sehgal	36	Lead - Original Videos	1,159,128	BA	8	01/10/2021	DKODING Media
Aditya Prakash	35	Multimedia Producer	1,152,197	PGD	10	12/03/2024	NWN
Kuldeep Singh Panwar	45	Deputy News Editor	1,109,600	MA, BA	20	05/07/2022	DB DIGITAL
Anurag Anveshi	55	Deputy News Editor	1,089,181	MA	33	12/10/2023	Network 18
Riddhima Kanetkar	30	Chief Sub Editor	1,064,725	PGD (Mass Commn)	9	01/10/2021	Times Network
Srishty Choudhury	35	Assistant News Editor	1,038,424	Bsc	14	21/09/2023	Republic Media Network
Smita Mugdha	36	Chief Sub Editor	983,417	PGDC (Journalism)	10	06/12/2021	Magnon Group	12/05/2025

Employed for part of the year and in receipt of remuneration aggregating Rs. 8.50 lacs per month NIL

Notes:

All appointments are contractual and terminable by notice on either side.

Remuneration includes Salary, Allowances, Variable Pay, Companys contribution to Provident Fund, Medical Benefits, Leave Travel Allowance & other perquisites and benefits valued as per Income Tax Act, 1961 and in case of employees resigned during the year the remuneration includes terminal benefits.

Performance Linked Incentive: The Performance Linked Incentive of employees is based on clearly laid out criteria and measures, which are linked to the desired performance and business objectives of the organization.

None of the Employees hold 2% or more of the Equity Shares of the Company.

For and on behalf of the Board

Nagendra Bhandari

Executive Director - Finance

DIN: 10221812

Place: Noida

Date: July 30, 2025