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 Auditor's Report thereon, for the
Financial Year ended March 31, 2025 ('FY 2024-25' / 'FY 25').

FINANCIAL HIGHLIGHTS

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

(Rs. in Lakhs)

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% Non¬
cumulative 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 VIPL's 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 Company's 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 company's responsive and dynamic website www.
dnaindia.com is thriving with a MAUs of 22 million, the
recently launched Hindi edition viz. www.dnaindia.com/hindi
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 Company's 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 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 Company's 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 optimum combination of Non¬
Executive 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 Director's of the Company:

In terms of the provisions of Sections 2(51) and 203 of the Act,
as on March 31, 2025, the following were the KMP's 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 KMP's 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. www.dnaindia.com

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 Company's 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 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 Company's
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, 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:

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:

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. www.dnaindia.com.

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 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 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% 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 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 Auditor's Qualification: Regarding the observations
made by Auditors, the Company's 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. 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 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.
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

i. 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.

ii. Transactions with Related Parties: All contracts/
arrangements/transactions entered by the Company
during the financial year with related parties were on
arm's 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.

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, 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.

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 & Unclaimed Shares: 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
and Listing Regulations and according no transaction are
required to be reported in Form AOC-2.

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

- NA

(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.dnainida.com.

xii. 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 Company's operations in future.

xiii. 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 2024¬
25 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:

a) 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;

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

c) 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;

d) 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;

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 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
Company's 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

1

Their appointment is subject to the shareholder approval and the said proposal is being placed before the shareholders at this
Annual General Meeting.