Directors Report of Diligent Media Corporation Ltd.

Mar 31, 2025

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)

	Year ended
Particulars	March 31, 2025	March 31, 2024
Revenue from operations	1,319.19	970.24
Other income	1,372.92	1,961.58
Total income	2,692.11	2,931.82
Total Expenses Profit before tax, and	1,304.95	2,055.21
exceptional items	1,387.16	876.61
Add: Exceptional items (net)	-	17,000.00
Profit before tax	1,387.16	17,876.61
Tax Expenses (Net)	25.31	4,194.77
Profit after tax for the year	1,361.85	13,681.84

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:

Particulars	Effective Date
Resignation of Mr. Nishikant Upadhyay, (DIN: 07779721) Non-Executive Non¬ Independent 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 years1	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 years1	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 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:

Particulars	Effective Date
Resignation of Mr. Prashant Barua as Chief Financial Officer	April 30, 2024
Appointment of Mr. Nagendra Bhandari as Chief Financial Officer	July 10, 2024
Resignation of Mr. Sushant S Mohan as Chief Executive Officer	Close of business hours on March 31, 2025
Appointment of Mr. Chitresh Sehgal as Chief Executive Officer	August 1, 2025

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.

Name	Designation in Audit Committee
Ms. Shilpi Asthana, Independent	Chairperson
Woman Director	(Upto May 28, 2025)
Mr. Manoj Agarwal,	Member
Independent Director	(Upto May 28, 2025)
Mr. Prakash Vaghela, Independent Director	Member
Mr. Mukesh Jindal, Non Executive Non Independent Director	Member

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:

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, 2025, comprised of
3 (Three) members.

Name	Designation in Audit Committee
Mr. Amit Singhal, Independent	Chairman (with effect
Director	from May 28, 2025)
Ms. Garima Bharadwaj,	Member (with effect
Independent Woman Director	from May 28, 2025)
Mr. Prakash Vaghela, Independent Director	Member
Mr. Mukesh Jindal, Non Executive Non Independent Director	Member

Name	Designation in NRC
Mr. Manoj Agarwal,	Chairperson
Independent Director	(Upto May 28, 2025)
Ms. Shilpi Asthana,Independent	Member
Woman Director	(Upto May 28, 2025)
Mr. Mukesh Jindal, Non Executive Non Independent Director	Member

Name	Designation in SRC
Mr. Ronak Jagdish Jatwala, Non	Chairperson
Executive Non Independent	(Upto May 28, 2025)
Director
Mr. Manoj Agarwal,	Member
Independent Director	(Upto May 28, 2025)
Mr. Mukesh Jindal, Non	Member
Executive Non Independent
Director

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:

Name	Designation in NRC
Ms. Garima Bharadwaj,	Chairperson
Independent Woman Director	(with effect from May 28, 2025)
Mr. Amit Singhal, Independent	Member
Director	(with effect from May 28, 2025)
Mr. Mukesh Jindal, Non Executive Non Independent Director	Member

Name	Designation in SRC
Ms. Garima Bharadwaj, Independent Woman Director	Chairperson (with effect from May 28, 2025)
Mr. Ronak Jagdish Jatwala, Non-Executive Non¬ Independent Director	Member (with effect from May 28, 2025)
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, 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. 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.

---

Mar 31, 2024

The Board of Directors of Diligent Media Corporation Limited (''DMCL'' or ''the Company'') take pleasure in presenting the Nineteenth (19^th) 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, 2024 (''FY 2024'').

1. FINANCIAL HIGHLIGHTS

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

(Amount in '' Lakhs)

	Year ended
Particulars	March 31, 2024	March 31, 2023
Revenue from operations	970.24	944.44
Other income	1,961.58	923.32
Total income	2,931.82	1,867.76
Total Expenses	2,055.21	1,838.88
Profit / (loss) before tax, and Exceptional items	876.61	28.88
Add/(less): Exceptional items (Net)	17,000.00	12,733.14
Profit / (loss) before tax from continuing operation	17,876.61	12,762.02
Tax Expenses (Net)	4,194.77	3,211.95
Profit /(loss) after tax from continuing operation	13,681.84	9,550.07
Profit /(loss) after tax from discontinued operation	-	6,520.26
Profit/(loss) for the year	13,681.84	16,070.33

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.

Based on internal financial control framework and compliance systems established in the Company and verified by the Internal Auditor and 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 2023-24.

2. 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.

3. BUSINESS OVERVIEW

DMCL is a pioneering presence in the realm of digital media. With a rich history of innovation and a commitment to excellence, DMCL stands out as a trailblazer in the ever-evolving landscape of media sector.

At the core of DMCL''s identity is its extensive portfolio of cutting-edge digital properties. Ranging from immersive websites to interactive social media channels, DMCL''s digital assets engage audiences in dynamic and meaningful ways. The company''s forward-thinking approach ensures that it remains at the forefront of emerging trends, offering users experiences that are not only relevant but also captivating.

While the company''s responsive and dynamic website www.dnaindia.com is thriving with a MAUs of 32million. The newly launched Hindi edition www.dnaindia.com/ hindi is growing steady with an average MAUs of 10 million. The overall page views on our websites were 1330 million, whereas monthly average unique users were 40 million during FY 2023-24.The Company is also having presence across social platforms such as Twitter, Facebook, YouTube, Instagram, LinkedIn etc.

During the year under review, revenue from Operations, comprising of Advertisement Income on Digital Media business increased by 3% from Rs. 944.44 lakhs in FY 2022-23 to Rs. 970.24 lakhs in FY 2023-24. The overall Profit of FY 2023-24 was Rs. 13,681.84 lakhs compare to overall Profit of FY 2022-23 of Rs. 16,070.33 lakhs.

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 nonconvertible debentures issued by the Company, was invoked and subsequently the said liability was settled by ZMCL 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 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. 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 1,200.00 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 recognised sale of Identified Trademarks of Rs. 17,000 lakhs as an exceptional item during the year ended March 31, 2024.

The Company had ceased to carry the business of print publication of all editions of its English Daily Newspaper called "DNA" and the vernacular weekly magazine called ''Zee Marathi Disha'' w.e.f. 10 October 2019 and 11 October 2019 respectively. The financial details pertaining to the discontinued operations are provided in the Annual Audited Financial Statements of the Company.

4. CAPITAL STRUCTURE

During the year under review, there was no change in the Capital Structure of the Company. Accordingly, as at March 31, 2024, the Capital structure stand as follows:

• The Authorized Share Capital of the Company is '' 600,55,00,000/- (Rupees Six Hundred Crores Fifty Five Lakhs only) divided into 163,55,00,000(0ne Hundred and Sixty Three Crores Fifty Five Lakhs) Equity Shares of '' 1/- (Rupee One) each and 437,00,00,000 (Four Hundred and Thirty Seven crores) Preference Shares of '' 1/- (Rupee One) each.

• The Paid-up Share Capital of the Company is '' 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 '' 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 '' 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 2024-25 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 2024-25 have been paid to both the Depositories.

5. 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.

6. REGISTRAR & SHARE TRANSFER AGENT

The Registrar & Share Transfer Agent (''RTA'') of the Company is Link Intime India Private Limited. The Registered office of Link Intime India Private Limited is situated at C-101, 247 Park, LBS Marg, Vikhroli (West), Mumbai - 400 083, Maharashtra.

7. 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 Mr. Jayant Gupta, Practicing Company Secretary, proprietor of Jayant 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 the Act and the Listing Regulations, your Board has approved various Policies including Code of Conduct for Board of Directors and Senior Management, Policy for preservation of documents & archival of records, Policy for determining material events, Policy for fair disclosure of unpublished price sensitive information, Corporate Social Responsibility Policy, Whistle blower / Vigil mechanism Policy, Related Party Transaction Policy etc. These policies and codes are reviewed by the Committees / Board from time to time. These policies and codes along with brief on Directors'' familiarization program and terms and conditions for appointment of independent directors are available on the Investor Section on the Company''s website viz. www.dnaindia.com

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 include 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.

8. DIRECTORS'' & KEY MANAGERIAL PERSONNEL

The Board comprises of Non-Executive and 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, 2024, the Board comprised of following 6 (Six) Directors which include, 3 (Three) Non-Executive Non-Independent Directors and 3 (Three) Independent Directors including 1 (One) Woman Independent Director:

1. Ms. Shilpi Asthana, Woman Independent Director

2. Mr. Prakash Vaghela, Independent Director

3. Mr. Manoj Agarwal, Independent Director

4. Mr. Ronak Jatwala, Non-Executive Non-Independent Director

5. Mr. Nishikant Upadhyay, Non-Executive NonIndependent Director

6. Mr. Mukesh Jindal, Non-Executive Non-Independent Director

From the closure of Financial Year till the date of this report, the following were the changes in the Directors of the Company:

• Mr. Nisikant Upadhyay resigned from the Directorship of the Company with effect from close of business hours of April 11, 2024; and

• Mr. Nagendra Bhandari (DIN: 10221812), was appointed as an Additional Director (categorized as Whole-time Director) and Chief Financial Officer of the Company designated as Executive Director -Finance with effect from July 10, 2024.

As required under Regulation 36(3) of the Listing Regulations, particulars of Director seeking appointment/ re-appointment at this AGM are given in the Annexure to the AGM Notice.

Your Company has obtained a Certificate from Mr. Jayant Gupta, Practicing Company Secretary, proprietor of Jayant Gupta and 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.

Key Managerial Personnel (‘KMP'')

In terms of the provisions of Sections 2(51) and 203 of the Act, as on March 31, 2024, the following were the KMP''s of the Company:

• Mr. Sushant S Mohan, Chief Executive Officer;

• Mr. Prashant Barua, Chief Financial Officer; and

• Ms. Jyoti Upadhyay, Company Secretary and Compliance Officer

From the closure of Financial Year till the date of this report, the following were the changes in the KMP''s of the Company:

• Mr. Prashant Barua ceased to be the Chief Financial Officer of the Company with effect from April 30, 2024; and

• Mr. Nagendra Bhandari is appointed as the Wholetime Director & Chief Financial Officer of the Company, with effect from July 10, 2024.

Chairman of the Board

Ms. Shilpi Asthana, Non-Executive Independent Director, was the Chairperson of the Board as on March 31, 2024.

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 4 (Four) times during Financial Year 2023-24, 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 February 14, 2024. 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 Chairman and the Individual Directors

was carried out by the Board for the Financial Year 202324. 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.

At the Board meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its Committees, and Individual Directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the Independent Director being evaluated.

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 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:

• Key Amendments in SEBI (LODR) Regulations, 2015 and Companies Act, 2013;

• Related Party and Related Party Transactions;

• Independent Directors - Duties, Responsibilities and Liabilities.

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 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.

(a) 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

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, 2024, comprised of 4 (Four) members, with Mrs. Shilpi Asthana, Independent Director as its Chairperson, Mr. Manoj Agarwal, Independent Director, Mr. Prakash Vaghela, Independent Director and Mr. Mukesh Jindal, Non-Executive - Non

Independent Director as its members. Subsequent to the closure of the Financial Year and as on the date of this report, there has been no change in the composition of the Committee. The Company Secretary acts as the Secretary of the Committee.

(b) 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 reviews and recommends the remuneration and other employment terms and conditions of Directors and Senior Management.

Composition

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, 2024, comprised of 3 (Three) members, with Mr. Manoj Agarwal, Independent Director as its Chairman, Mrs. Shipli Asthana, Independent Director and Mr. Mukesh Jindal, Non-Executive NonIndependent Director as its Members. Subsequent to the closure of the Financial Year and as on the date of this report, there has been no change in the composition of the Committee. The Company Secretary acts as the Secretary of the Committee.

(c) Stakeholders Relationship Committee

The Company has a duly constituted Stakeholders Relationship Committee 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

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, 2024, comprised of 3 (Three) members, with Mr. Ronak Jatwala, Non-Executive Non-Independent Director as Chairman, Mr. Manoj Agarwal, Independent Director and Mr. Mukesh Jindal, Non-Executive Non-Independent Director as its Members. After the closure of the Financial Year and as on the date of this report, there has been no change in the composition of the Committee. The Company Secretary acts as the Secretary of the Committee.

Details of constitution of the Board Committees, which

are in accordance with regulatory requirements, have

been uploaded on the website of the Company viz. www.

dnaindia.com. Details of 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, which were mandatorily required, 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. www. dnaindia.com

9. CORPORATE SOCIAL RESPONSIBLITY

The Provisions of Section 135 of the Companies Act, 2013 was applicable during the previous financial year and the Company had framed its CSR Policy in accordance to the provisions of the Section 135 of the Companies Act, 2013. The CSR policy can be accessed on the website of the Company viz. www.dnaindia.com

During the applicable period, the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 were not applicable to the Company and accordingly, the Company was not required to carry out any CSR activities or constitute Committee under provisions of Section 135 of the Act.

10. AUDITORS

Statutory Auditors: 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. The said report is self-explanatory and does not contain any qualification, reservation, adverse remarks or disclaimer.

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, 2024, was carried out by Mr. Jayant Gupta, Practicing Company Secretary (holding ICSI Certificate of Practice No. 9738), proprietor of Jayant Gupta & Associates. Secretarial Audit report (in MR-3 format) inter alia confirming compliance with applicable regulatory requirements by the Company during FY 2023-24 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 Mr. Jayant Gupta, Practicing Company Secretary, proprietor of Jayant Gupta & Associates has been submitted to the Stock Exchanges within the prescribed timelines.

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 2023-24.

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 30, 2024, 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 2024-25.

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.

11. 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.

12. 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. 2.99 Lakhs and outgo of Rs. 66.61 Lakhs.

Particulars of Employees

As on March 31, 2024, the total numbers of permanent employees of the Company were 58. 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 including employees drawing remuneration in excess of the limits prescribed under the said rules is annexed to this report.

13. 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 Financial

Year 2023-24, there were no materially significant related party transactions by the Company with the Promoters, Directors, Key Managerial Personnel and other designated persons which may have a potential conflict with the interest of the Company.

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.

In terms of Section 134(3)(h) of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of contracts or arrangements entered into with related parties in Form AOC-2 is appended as an Annexure to this Report.

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

vii. Disclosure under Section 197(14) of the Act: During the Financial Year 2023-24, the Company do not have any Executive Director on the Board of the Company.

viii. 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 functioning at various locations to redress complaints regarding sexual harassment. The Company has not received complaints during the year under review.

ix. 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.

x. 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

xi. Regulatory Orders: During the Financial Year 202324, 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.

14. 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 2023-2024, the Directors of the Company state that:

a) The Financial Statements of the Company comprising of the Balance Sheet as at March 31, 2024 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, 2024, 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 of the Board of Directors of the Company.

15. 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.

16. 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.

17. 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

Mr. Ronak Jatwala Mr. Mukesh Jindal

Director Director

(DIN: 08812389) (DIN: 02589636)

Place: Noida

Date: August 13, 2024

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Mar 31, 2023

The Board of Directors of Diligent Media Corporation Limited (''DMCL'' or ''the Company'') take pleasure in presenting the Eighteenth (18th) 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, 2023 (''FY 2023'').

1. FINANCIAL HIGHLIGHTS

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

	Year ended
Particulars	March 31, 2023	March 31, 2022
Revenue from operations	944.44	648.29
Other income	923.32	74.12
Total income	1,867.76	722.41
Total Expenses	1,838.88	1,414.44
Profit / (loss) before tax, and Exceptional items	28.88	(692.03)
Add/(less): Exceptional items	12,733.14	-
Profit / (loss) before tax from continuing operation	12,762.02	(692.03)
Tax Expenses (Net)	3,211.95	-
Profit /(loss) after tax from continuing operation	9,550.07	(692.03)
Profit /(loss) after tax from discontinued operation	6,520.26	3,086.60
Profit/(loss) for the year	16,070.33	2,394.57

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.

Based on internal financial control framework and compliance systems established in the Company and verified by the Internal Auditor and 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 2022-23.

2. 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.

3. BUSINESS OVERVIEW

DMCL is a pioneering presence in the realm of digital media. With a rich history of innovation and a commitment to excellence, DMCL stands out as a trailblazer in the ever-evolving landscape of media sector.

At the core of DMCL''s identity is its extensive portfolio of cutting-edge digital properties. Ranging from immersive websites to interactive social media channels, DMCL''s digital assets engage audiences in dynamic and meaningful ways. The Company''s forward-thinking approach ensures that it remains at the forefront of emerging trends, offering users experiences that are not only relevant but also captivating.

While the company''s responsive and dynamic website www.dnaindia.com is thriving with a MAUs of 20 million. The newly launched Hindi edition www.dnaindia.com/hindi is growing steady with an average MAUs of 6 million. The overall page views on our websites were 541 million, whereas monthly average unique users were 23 million during FY 2022-23.The Company is also having presence across social platforms such as Twitter, Facebook, YouTube, Instagram, LinkedIn etc.

During the year under review, revenue from Operations, comprising of Advertisement Income on Digital Media business increased by 146% from Rs. 648.29 lakhs in FY 2021-22 to Rs. 944.44 lakhs in FY 2022-23. The overall Profit of FY 2022-23 was Rs. 16,070.33 lakhs compare to overall Profit of FY 2021-22 of Rs. 2,394.57 lakhs.

I n 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.

4. CAPITAL STRUCTURE

During the year under review, there was no change in the Capital Structure of the Company. Accordingly, as at March 31, 2023, the Capital structure stand as follows:

• The Authorised Share Capital of the Company is '' 600,55,00,000/- (Rupees Six Hundred Crores Fifty

Five Lakhs only) divided into 163,55,00,???(One Hundred and Sixty Three Crores Fifty Five Lakhs) Equity Shares of '' 1/- (Rupee One) each and 437,00,00,000 (Four Hundred and Thirty Seven crores) Preference Shares of '' 1/- (Rupee One) each.

• The Paid-up Equity Share Capital of the Company is '' 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 '' 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 ''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 2023-24 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 2023-24 have been paid to both the Depositories.

5. 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.

6. REGISTRAR & SHARE TRANSFER AGENT

The Registrar & Share Transfer Agent (''RTA'') of the Company is Link Intime India Private Limited. The Registered office of Link Intime India Private Limited is situated at C-101, 247 Park, LBS Marg, Vikhroli (West), Mumbai - 400 083, Maharashtra.

7. 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 Mr. Jayant Gupta, Practicing Company Secretary, proprietor of Jayant 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 the Act and the Listing Regulations, your Board has approved various Policies including Code of Conduct for Board of Directors and Senior Management, Policy for preservation of documents & archival of records, Policy for determining material events, Policy for fair disclosure of unpublished price sensitive information, Corporate Social Responsibility Policy, Whistle blower / Vigil mechanism Policy, Related Party Transaction Policy etc. These policies and codes are reviewed by the Committees / Board from time to time. These policies and codes along with brief on Directors'' familiarization program and terms and conditions for appointment of independent directors are available on the Investor Section on the Company''s website viz. www.dnaindia.com

I n 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 include 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 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.

8. DIRECTORS'' & KEY MANAGERIAL PERSONNEL

The Board comprises of Non-Executive and 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, 2023, the Board comprised of 6 (Six) Directors which include, 3 (Three) Non-Executive Non-Independent Directors and 3 (Three) Independent Directors including 1 (One) Woman Independent Director.

Further, the Board of Directors at its meeting held on August 14, 2023, based on the recommendation of the Nomination and Remuneration Committee of the Company, approved the following re-appointments to the Board:

- Re-appointment of Mr. Prakash Vaghela (DIN:07768595), Independent Director of the Company, for a second term of five years with effect from June 30, 2024 to June 29, 2029; and

- Mr. Nishikant Upadhyay (DIN: 07779721), NonExecutive Non-Independent Director, who retires by rotation at this Annual General Meeting and being eligible, has offered himself for re-appointment

The above-mentioned re-appointments are subject to approval of the Members at the ensuing AGM of the Company. Requisite consent for re-appointment and declarations of the Directors were noted by the Board of Directors.

No change in the composition of the Board of Directors took place subsequent to the closure of the Financial Year.

As required under Regulation 36(3) of the Listing Regulations, particulars of Directors seeking re-appointment at this AGM are given in the Annexure to the AGM Notice.

Your Company has obtained a Certificate from Mr. Jayant Gupta, Practicing Company Secretary, proprietor of Jayant Gupta and 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.

Key Managerial Personnel (‘KMP'')

In terms of the provisions of Sections 2(51) and 203 of the Act, as on March 31, 2023, the following were the KMP''s of the Company:

• Mr. Sushant S Mohan, Chief Executive Officer;

• Mr. Prashant Barua, Chief Financial Officer; and

• Ms. Jyoti Upadhyay, Company Secretary and Compliance Officer

Chairman of the Board

Mrs. Shilpi Asthana, Non-Executive Independent Director, was the Chairperson of the Board as on March 31, 2023.

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 6 (Six) times during Financial Year 2022-23, 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 31, 2023. 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 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 during the Financial Year 2022-23. 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 Chairperson 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.

At the Board meeting that followed the meeting of the Independent Directors and meeting of NRC, the performance of the Board, its Committees, and Individual Directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the Independent Director being evaluated.

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 Remuneration Policy.

The said policy provides criteria for the appointment and determination of remuneration of the Directors, Key Managerial 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: -

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

S Key amendments in CSR Rules;

S Related Party and Related Party Transactions;

S SEBI consultation papers;

S Independent Directors - Duties, Responsibilities and Liabilities; and

S Compliances under 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 details of programmes for familiarisation 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.

(a) 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

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, 2023, comprised of 4 (Four) members, with Mrs. Shilpi Asthana, Independent Director as its Chairperson, Mr. Manoj Agarwal, Independent Director, Mr. Prakash Vaghela, Independent Director and Mr. Mukesh Jindal, Non-Executive - Non Independent Director as its members. Subsequent to the closure of the Financial Year and as on the date of this report, there has been no change in the composition of the Committee. The Company Secretary acts as the Secretary of the Committee.

(b) 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 reviews and recommends the remuneration and other employment terms and conditions of Directors and Senior Management.

Composition

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, 2023, comprised of 3 (Three) members, with Mr. Manoj Agarwal, Independent Director as its Chairman, Mrs. Shipli Asthana, Independent Director and Mr. Mukesh Jindal, Non-Executive Non-Independent Director as its Members. Subsequent to the closure of the Financial Year and as on the date of this report, there has been no change in the composition of the Committee. The Company Secretary acts as the Secretary of the Committee.

(c) Stakeholders Relationship Committee

The Company has a duly constituted Stakeholders Relationship Committee 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

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, 2023, comprised of 3 (Three) members, with Mr. Ronak Jatwala, Non-Executive Non-Independent Director as Chairman, Mr. Manoj Agarwal, Independent Director and Mr. Mukesh Jindal, Non-Executive Non-Independent Director as its Members. After the closure of the Financial Year and as on the date of this report, there has been no change in the composition of the Committee. The Company Secretary acts as the Secretary of the Committee.

Details of constitution of the Board Committees, which are in accordance with regulatory requirements, have been uploaded on the website of the Company viz. www.dnaindia. com. Details of 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, which were mandatorily required, 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. www.dnaindia.com

9. CORPORATE SOCIAL RESPONSIBLITY

As per the provisions of the Companies Act, 2013 and rules framed thereunder, the Company has formulated its CSR Policy with the vision to focus inter-alia, on CSR activities, projects and programmes as covered under Schedule VII to the Companies Act, 2013 (the Act'').

A brief outline of the CSR Philosophy, salient features of the CSR Policy of the Company, the CSR initiatives undertaken during the financial year 2022-23 together with progress thereon and the report on CSR activities in the prescribed format, as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014, is appended to this Board Report. Further, the Chief Financial Officer confirms that the CSR spends are utilized for the purpose and in the manner approved by the Board of Directors of the Company.

The CSR Policy can be accessed on the website of the Company viz. www.dnaindia.com

10. AUDITORS

Statutory Auditors: 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. The said report is self-explanatory and does not contain any qualification, reservation, adverse remarks or disclaimer.

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, 2023, was carried out by Mr. Jayant Gupta, Practicing Company Secretary (holding ICSI Certificate of Practice No. 9738), proprietor of Jayant Gupta & Associates. Secretarial Audit report (in MR-3 format) inter alia confirming compliance with applicable regulatory requirements by the Company during FY 2022-23 is appended to this Board Report.

In response to the observations in the Secretarial Audit report, your Board wish to state that, the position of Chief Executive Officer / Whole Time Director/ Managing Director was of immense value for the Company and delay was due to finding a suitable and appropriate candidate for such position. The said position was filled on November 9, 2022.

Additionally, in compliance with the requirements of Regulation 24A(2) of Listing Regulations, the Annual Secretarial Compliance Report duly signed by Mr. Jayant Gupta, Practicing Company Secretary, proprietor of Jayant Gupta & Associates has been submitted to the Stock Exchanges within the prescribed timelines.

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 Subhash C. Gupta & Co., Chartered Accountants as Internal Auditors of the Company for the Financial Year 2022-23.

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 at its meeting held on May 26, 2023, basis the recommendation of the Audit Committee had appointed M/s G B S G & Associates, Chartered Accountants as an Internal Auditor of the Company for the Financial Year 2023-24.

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.

11. 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.

12. 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. 3.31 Lakhs and outgo of Rs. 83.38 Lakhs.

Particulars of Employees

As on March 31, 2023, the total numbers of permanent employees of the Company were 63. 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 including employees drawing remuneration in excess of the limits prescribed under the said rules is annexed to this report.

13. 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 Financial Year 2022-23, there were no materially significant related party transactions by the Company with the Promoters, Directors, Key Managerial Personnel and other designated persons which may have a potential conflict with the interest of the Company.

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.

In terms of Section 134(3)(h) of the Companies Act, 2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of contracts or arrangements entered into with related parties in Form AOC-2 is appended as an Annexure to this Report.

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

vii. Disclosure under Section 197(14) of the Act:

During the Financial Year 2022-23, the Company do not have any Executive Director on the Board of the Company.

viii. 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 functioning at various locations to redress complaints regarding sexual harassment. The Company has not received complaints during the year under review.

ix. 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.

x. 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

xi. Regulatory Orders: During the Financial Year 202223, 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.

14. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the

Act (including any statutory modification(s) and/or reenactments) thereof for the time being in force), in relation

to the Annual Financial Statements for the Financial Year

2022-2023, the Directors of the Company state that:

a) The Financial Statements of the Company comprising of the Balance Sheet as at March 31, 2023 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, 2023, 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 of the Board of Directors of the Company.

15. 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

No such application is made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year and as at the end of the Financial Year.

16. 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

There has been neither any delay / default in repayment obligation towards financial institutions nor the Company has entered into any One-time settlement with any financial institution, during the year under review

17. 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.

18. 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

Mr. Ronak Jatwala Mr. Mukesh Jindal

Non-Executive Non-Executive

Non-Independent Director Non-Independent Director

(DIN: 08812389) (DIN: 02589636)

Place: Noida

Date: August 14, 2023