Amagi Media Labs Ltd

Dear Members,

The Board of Directors of Amagi Media Labs Private Limited (the "Company") presents herewith the 16th Board's Report together with the Audited Statements of Accounts for the financial year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS:

The key highlights of the Company's financial performance for the year under review along with the previous year's figures on standalone and consolidated basis are given hereunder:

(in l Million)

*Note - Previous year's figures have been arranged/regrouped, wherever necessary.

2. FINANCIAL PERFORMANCE AND STATE OF COMPANY'S AFFAIRS:

During the year under review, the Company recorded operating revenues of {9,422.38 Million (Consolidated) and {5,077.67 Million (Standalone), an increase of 30% (Consolidated) and 40.9% (Standalone) as compared to operating revenues of 17,247.17 Million (Consolidated) and 13,604.70 Million (Standalone) earned in the previous financial year. Net loss after tax for the year under review is 12,450.01 Million (Consolidated) and {2,138.32 Million (Standalone), a decrease of 23.7% (Consolidated) and 38.4% (Standalone) as compared to the net loss of 13,212.68 Million (Consolidated) and 13,473.39 Million (Standalone) incurred in the previous financial year.

3. DIVIDEND:

The Board of Directors do not recommend payment of any dividend for the year under review.

4. TRANSFER TO RESERVES AND SURPLUS:

During the year under review, the Company sustained a loss and therefore, no amount has been transferred to the Reserves and Surplus Account.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. DIRECTORS:

The composition of the Board of Directors as on March 31, 2024, is as under:

During the year under review, Mr. Atul Gupta (DIN: 06940578) resigned from the position of Nominee Director with effect from November 03, 2023.

Further, Mr. Sandesh Kaveripatnam was appointed as a Non-Executive Additional Director representing PI Opportunities Fund-I, PI Opportunities Fund-II and PI Opportunities Fund I Scheme-II ("PIOF Nominee Director") with effect from January 15, 2024. Mr. Kaveripatnam was appointed as a Non-Executive Nominee Director at the Extra-ordinary General Meeting held on May 10, 2024.

Further, Mr. Baskar Subramanian and Ms. Srividhya Srinivasan were re-appointed as the Managing Director and Whole-time Director respectively, to hold office up to December 12, 2026.

None of the Directors of the Company are disqualified as per the applicable provisions of the Companies Act, 2013.

B. KEY MANAGERIAL PERSONNEL:

Pursuant to Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Kusum Gore, a qualified Company Secretary holding membership number A41477 was appointed as the Company Secretary of the Company with effect from September 27, 2023.

6. BOARD MEETINGS:

The meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive meetings. The Board of Directors met 5 (five) times during the financial year 2023-24. The details of the dates of Meeting and Director's attendance are as below:

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company invested approximately €3 million (Euro Three Million only), amounting to around ^269.62 million (Indian Rupees Two Hundred Sixty-Nine point Six Two Million only), in Amagi Media Private Limited, a wholly-owned subsidiary in the United Kingdom, by subscribing to its share capital. Apart from this, the Company has neither extended any loans, guarantees or security nor made any other investments during the reviewed year.

8. PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTIES:

There were no contracts, arrangements or transactions entered during the year under review that fall under the scope of Section 188(1) of the Companies Act, 2013. Accordingly, the disclosure in Form AOC-2 is not applicable for the financial year 2023-24 and hence does not form part of this report. However, the disclosure of transactions with related parties during the financial year, as per Indian Accounting Standard (Ind AS) 24 on Related Party Disclosures, is provided under Note no. 34 to the Annual Audited Standalone Financial Statements.

9. INTERNAL COMPLAINT COMMITTEE:

The Company has implemented a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

An Internal Complaints Committee has been set up to redress the complaints received regarding sexual harassment. During the year under review, the Company did not receive any complaints.

10. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 the Directors of the Company hereby report that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if applicable;

b) the Directors have selected such accounting policies as mentioned in the Notes to Accounts and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concern basis; and

e) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

11. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The auditors have opined in all material respects that adequate internal financial controls have been established by the Company. The internal control is supplemented by an extensive program of internal audit, review by management and procedures. Internal control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data and for maintaining accountability of assets.

12. DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY:

The Company does not have any Independent Directors on its Board, and therefore, declarations from Independent Directors are not included.

13. SHARE CAPITAL:

A. Details of changes in the capital structure of the Company:

During the year under review, the Company's capital structure remained unchanged with no alterations in authorized share capital, issued and paid-up share capital or voting rights. There were no actions such as reclassification, reduction, or buyback of shares, nor were there any changes due to restructuring. Additionally, no equity shares with differential voting rights, convertible securities, sweat equity shares, bonus shares, debentures, bonds or warrants were issued.

B. Employees Stock Option Plan ("ESOP"):

*14,571 options granted under SOP - 2022 (Phase I] have been re-allocated under SOP - 2022 (Phase II]

Employee wise details of the Options granted to:

a) Key managerial personnel - None

b) One employee has received a grant of Options amounting to five percent or more of the total Options granted during the year.

c) Identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant - None

d) Shares held in trust for the benefit of employees where the voting rights are not exercised directly by the employee: Nil

14. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

As on March 31, 2024, the Company had 4 overseas subsidiaries and 3 step-down subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is provided. The statement also provides details of the subsidiaries incorporated during the financial year, their performance and financial position.

During the year under review, Amagi Media UK Private Limited, a step-down subsidiary of Amagi Media Private Limited, was incorporated on October 5, 2023 in the United Kingdom, to acquire the assets and liabilities of Tellyo OY, a Finnish company. On January 3, 2024, it established a branch office in Poland.

15. AUDITORS:

A. STATUTORY AUDITORS:

S.R. Batliboi & Associates LLP, Chartered Accountants

S.R. Batliboi & Associates LLP, Chartered Accountants (ICAI Firm Registration No. 101049W/E300004) were appointed as the Statutory Auditors to hold the office till the conclusion of the 16th AGM. The Board has recommended their re-appointment as the Statutory Auditors for another term of five consecutive years, from the conclusion of the 16th AGM scheduled to be held in the year 2024, till the conclusion of the 21st AGM to be held in the year 2029, for approval of Members at the ensuing AGM. S.R. Batliboi & Associates LLP have confirmed that they satisfy the independence criteria required under the Companies Act, 2013 and other applicable guidelines and regulations.

Please find below the Board's response to the observations made by S.R. Batliboi & Associates LLP, in the Auditor's Report:

• The Company does not have servers physically located in India for the daily backup of the books of account and other books and papers maintained in electronic mode.

Response: The Company currently maintains backups of its ERP/Oracle NetSuite data

at two separate locations, both of which are outside India. At present, Oracle NetSuite does not offer the capability for an ERP tenant to independently back up its database. Consequently, our compliance with the statutory requirement to host backups on servers located within India is constrained by the existing limitations of the vendor's infrastructure.

While this matter remains beyond the direct control of the Company, we are actively engaging with the vendor to explore potential solutions. The Company is committed to ensuring compliance with all applicable regulations and will continue to closely monitor developments, pursuing any viable alternatives that may arise to address this situation.

• The Company has used certain accounting softwares for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same have operated throughout the year for all relevant transactions recorded in the aforesaid softwares, except in respect of three applications used by the Company which are operated by third-party software service providers, the Service Organization Controls ("SOC") report was either not available or does not have necessary information on existence of audit trail and accordingly, we are unable to comment on whether audit trail feature of the aforesaid softwares was enabled and operated throughout the year for all relevant transactions recorded in the softwares or whether there were any instances of the audit trail feature being tampered with.

Response: The Company is actively engaging with third-party service providers to obtain the necessary SOC reports that include information on the audit trail feature. The Management will continue to engage with both the service providers and auditors to address and resolve the outstanding issues.

B. INTERNAL AUDITORS:

KPMG Assurance and Consulting Services LLP

The Board at its Meeting held on March 26, 2024, had appointed KPMG Assurance and Consulting Services LLP (LLP Registration No. AAT-0367) as the Internal Auditors for the financial year 2023-24 in terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014.

C. SECRETARIAL AUDIT:

During the year under review, the provisions relating to the Secretarial Audit were not applicable.

D. COST RECORDS AND COST AUDIT:

During the year under review, the provisions relating to the maintenance of Cost records and Cost Audit were not applicable.

16. REPORTING OF FRAUDS:

The Statutory Auditors have not reported any instances of fraud committed against the Company by its officers or employees pursuant to Section 134(3)(ca) and provisions of section 143(12) of the Companies Act, 2013.

17. STATEMENT OF COMPLIANCE WITH SECRETARIAL STANDARDS:

The Secretarial Standard issued and notified by the Institute of Company Secretaries of India has been complied with by the Company during the financial year under review.

18. VIGIL MECHANISM:

Though the Company is not covered under the class or classes of companies prescribed under Section 177(9) of the Companies Act, 2013, the Company has voluntarily established a vigil mechanism for its Directors and employees to report their genuine concerns. The Company has in place a Whistle-Blower Policy to encourage the employees to speak up in case they detect any corrupt, illegal or other undesirable conduct. It also provides adequate safeguards against higher victimization and direct access to the higher levels of supervisors in appropriate and exceptional cases.

19. CORPORATE SOCIAL RESPONSIBILITY ("CSR"):

For the year under review, the provisions related to CSR were applicable as the net worth of the Company exceeded the prescribed threshold. However, as the Company incurred average net losses during the three immediately preceding financial years, it was not mandated to make any CSR contributions in accordance with Section 135 of the Companies Act, 2013.

The Board at its Meeting held on March 26, 2024, approved the establishment of "Amagi Foundation", a trust formed for public and charitable purposes and to carry out not for profit and CSR activities.

The CSR Policy is available on the website of the Company at www.amagi.com. The Annual Report on CSR is attached to this report as ANNEXURE I. As per Section 135(9) of the Companies Act, 2013, the Board of Directors discharge the functions of the CSR Committee.

The brief salient features of the CSR Policy are -

(i) Outline projects, programs and activities to be undertaken by the Company;

(ii) Specify the modalities of execution of such projects, programs and activities;

(iii) Monitor the process to be followed for such projects, programs and activities; and

(iv) Directly or indirectly take up programs that benefit the communities and enhances the quality of life and economic well-being of the local populace.

20. RISK MANAGEMENT POLICY:

The Company has adopted a Risk Management Policy. The policy strives to identify the key events / risks impacting the business objectives of the Company and to develop risk policies and strategies to ensure timely evaluation, reporting and monitoring of key business risks.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A. Conservation of energy:

B. Technology absorption:

C. Foreign exchange earnings and outflow in actual terms:

22. POLITICAL CONTRIBUTION UNDER SECTION 182:

During the year under review, the Company has not made any contribution to the political parties.

23. ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company at www.amagi.com.

24. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

. There were no material changes and commitments that occurred after the close of the financial year to which the financial statements relate and the date of this report which are affecting or likely to affect the financial position of the Company.

25. DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:

The Company has not taken any loans from Banks or Financial Institutions. Hence, the disclosure required to be made pertaining to the details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

27. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR:

During the year under review, there has been no case filed by or against the Company under the Insolvency and Bankruptcy Code, 2016.

28. CHANGE IN THE NATURE OF BUSINESS / CHANGE OF NAME:

During the year under review, there was no change in the nature of the business activities conducted by the Company or its name.

29. DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Further, the Company is annually filing with the Registrar of Companies requisite return in e-form DPT-3 for submitting the details of the transactions by a Company not considered as deposit as per Rule 2(1)(c) of the Companies (Acceptance of Deposit) Rules, 2014.

30. LOANS FROM DIRECTORS AND RELATIVES OF DIRECTORS:

During the year under review, the Company has not obtained any unsecured loans either from Directors or their relatives.

31. PARTICULARS OF EMPLOYEES:

The requirements of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 relating to disclosure of remuneration is not applicable to private limited companies, hence not included as part of this report.

32. AWARDS AND RECOGNITION:

Please refer Page 18 for the awards and recognition earned by the Company during the year under review.

33. ACKNOWLEDGEMENT:

The Directors wish to place on record their appreciation for the sincere and dedicated efforts of all employees at all the levels. The Directors would also like to thank the Shareholders, Bankers and other Business associates for their sustained support, patronage, and cooperation.