The Board of Directors of Amagi Media Labs Limited (formerly known as Amagi Media Labs Private
Limited) (the “Company”) presents herewith the 17^th Board's Report together with the Audited Statements
of Accounts for the financial year ended March 31, 2025.

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 a standalone and consolidated basis are given hereunder:

*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 income of ^12,233.10 Million (Consolidated)
and ^ 7,279.43 Million (Standalone), an increase of 29.84% (Consolidated) and 43.36% (Standalone)
as compared to income of ^9,422.38 Million (Consolidated) and ^5,077.67 Million (Standalone)
earned in the previous financial year. Net loss after tax for the year under review is ^687.14 Million
(Consolidated) and ^1,220.69 Million (Standalone), a decrease of 71.95% (Consolidated) and 42.91%
(Standalone) as compared to the net loss of ^ 2,450.01 Million (Consolidated) and ^2,138.32 Million
(Standalone) incurred in the previous financial year.

3. DIVIDEND:

In view of losses during the year under review, the Board has refrained from recommending any
dividend for the year under review.

4. TRANSFER TO RESERVES:

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

5. CHANGE IN CONSTITUTION OF THE COMPANY:

The Company undertook a change in its constitution in preparation for its proposed Initial Public
Offering of shares. Pursuant to the Board resolution dated May 22, 2025, and the special resolution
passed by the Shareholders on May 23, 2025, the Company was converted from a private limited
company to a public limited company. A fresh certificate of incorporation reflecting the change in
constitution was issued by the Registrar of Companies, Central Processing Centre, on June 02, 2025.

6. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. DIRECTORS:

The composition of the Board of Directors as on March 31, 2025, is as under:

During the year under review, Mr. Sandesh Kaveripatnam who was appointed by the Board
with effect from January 15, 2024 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”) was further appointed by the shareholders as a Nominee Director at the
Extra-ordinary General Meeting held on May 10, 2024.

Mr. Giridhar Sanjeevi was appointed as an Independent Director with effect from February 26,
2025 for the first term of 3 years and his appointment was further consented by the
shareholders at the Extra Ordinary General Meeting held on February 28, 2025. Mr. Sanjeevi is
eligible to be appointed as an Independent Director and satisfies the criteria of independence.
Further, he was appointed as the Chairperson of the Board at the Board meeting held on July
02, 2025 He was further appointed as the Non-Executive Chairman of our Company with effect
from July 02, 2025.

Profile of Mr. Giridhar Sanjeevi:

Mr. Giridhar Sanjeevi is the Non-Executive Chairman of our Company and an Independent
Director on our Board. He holds a post graduate diploma in management from Indian Institute

of Management, Ahmedabad and is a qualified chartered accountant. He has over 25 years of
experience in finance. Prior to joining our Company, he was associated with Indian Hotels
Company Limited, as its executive vice president and chief financial officer.

Changes in the composition of the Board post closure of the financial year:

Ms. Ira Gupta was appointed as an Independent Director with effect from May 02, 2025, for the
first term of 3 years and her appointment was further consented by the shareholders at the
Extra Ordinary General Meeting held on May 05, 2025. Ms. Gupta is eligible to be appointed as
an Independent Director and satisfies the criteria of independence.

Profile of Ms. Ira Gupta:

Ms. Ira Gupta is an Independent Director on the Board of our Company. She holds a post¬
graduate diploma in personnel management and industrial relations from XLRI, Jamshedpur.
Prior to joining our Company, she was associated with Microsoft Corporation (India) Private
Limited for 11 years where she held inter alia the position of general manager -human
resources -India. She was also associated with GlaxoSmithKline. She has over 27 years of work
experience and is currently a senior advisor to McKinsey & Company

Other changes:

Ms. Srividhya Srinivasan - Whole-time Director, Mr. Nishant Kanuru Rao - Nominee Director
and Mr. Shantanu Rastogi - Nominee Director resigned from the Board with effect from May
22, 2025 to facilitate the reconstitution of the Board in compliance with the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 8 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, Mr. Vijay NP who has been associated with the Company from January
09, 2023 as the Chief Financial Officer, was designated as the Chief Financial Officer and a Key
Managerial Person with effect from February 26, 2025.

Further, Ms. Kusum Gore, a qualified Company Secretary holding membership number
A41477, resigned from the post of the Company Secretary of the Company with effect from
February 26, 2025. She continues to be employed with the Company in the role of Assistant
Company Secretary.

Pursuant to Rule 8A of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, Mr. Sridhar Muthukrishnan, a fellow member of the Institute of
Company Secretaries of India, holding membership number F9606 was appointed as the
Company Secretary and Key Managerial Person of the Company with effect from February 26,

2025. He has also been appointed as the Compliance Officer of the Company with effect from
April 17, 2025.

Further, Mr. Baskar Subramanian was re-designated as the Managing Director and Chief
Executive Officer of our Company with effect from July 02, 2025.

7. 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 2024-25. The details of the dates of the Meetings and Director’s attendance are as below:

8. COMMITTEES:

The Board at its Meeting held on June 13, 2025, constituted the following committees pursuant to
the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The composition of each of the
Committee of the Board is given below:

A. AUDIT COMMITTEE:

B. NOMINATION AND REMUNERATION COMMITTEE:

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

D. RISK MANAGEMENT COMMITTEE:

E. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

F. IPO COMMITTEE

The Company has further constituted IPO Committee for the purposes of approving and
undertaking various activities in relation to the proposed Initial Public Offering of the
Company. The composition of the IPO Committee is given below:

9. 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, 2025, 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;

e) the Directors had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.

f) 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.

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

The Company has appointed two independent directors on the date of this report and has received
the necessary declaration from each Independent Director under Section 149(6) of the Companies
Act, 2013 that he or she meets the criteria of independence laid down under the Companies Act, 2013.
The provisions related to re-appointment of independent directors were not applicable to the
Company during the reporting period.

In the opinion of Board, Independent Directors appointed during and after the year hold requisite
integrity, expertise and experience to serve on the Board of the Company

11. RE-APPOINTMENT OF DIRECTOR RETIRING BY ROTATION:

Mr. Arunachalam Srinivasan Karapattu retires by rotation at the ensuing Annual General Meeting
and is eligible for re-election. His reappointment consequent to retirement by rotation has been
included in the Notice convening the AGM as Ordinary Resolution.

12. SHARE CAPITAL:

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

During the year under review, the following changes were made to the Share Capital Company
of the Company:

Changes to the Authorised Share Capital:

The following changes to the Authorised Share Capital were made during the year under
review:

• On October 07, 2024, the Shareholders of the Company approved increase in the
Authorised Share Capital of the Company from ^47,66,00,000 (Indian Rupees Forty-
Seven Crores and Sixty-Six Lakhs only) to ^65,16,00,000 (Indian Rupees Sixty-Five
Crores and Sixteen Lakhs only) to accommodate for the Bonus Ordinary Equity Shares.

• On April 22, 2025, the Shareholders of the Company approved increase in the
Authorised Share Capital of the Company from ^65,16,00,000 (Indian Rupees Sixty-
Five Crores and Sixteen Lakhs only) to ^1,47,82,93,200 (Indian Rupees One Hundred
and Forty Seven Crores Eighty Two Lakhs Ninety Three Thousand and Two Hundred
only) to accommodate for the conversion of the Optionally Convertible Preference
Shares (“OCPS”) into Series D2 CCPS.

• On July 3, 2025, the Shareholders of the Company approved increase in the Authorised
Share Capital of the Company from ^1,47,82,93,200 (Indian Rupees One Hundred and
Forty Seven Crores Eighty Two Lakhs Ninety Three Thousand and Two Hundred
only)to ^2,47,25,13,655 (Indian Rupees Two Hundred and Forty Seven Crore Twenty
Five Lakh Thirteen Thousand Six Hundred and Fifty Five only) for the purpose of
issuance of equity shares in relation to the proposed Initial Public Offer.

Changes to the issued, subscribed and paid up Share Capital:

1. Bonus Shares:

On October 09, 2024, the Board allotted 3,32,11,325 (Three Crores Thirty-Two Lakhs
Eleven Thousand Three Hundred and T wenty Five) Bonus Ordinary Equity Shares of face
value ^5 (Indian Rupees Five only) each to the Equity shareholders in the ratio of 1:35
i.e., 35 Bonus shares were allotted against each Ordinary Equity Share held.

Other than the above corporate action, there were no other alterations in the authorized
share capital, issued, subscribed 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, debentures, bonds or warrants were
issued.

However, after March 31, 2025, the following changes were made to the Capital Structure:

1. Conversion of OCPS into Series D2 CCPS:

The Company had received a conversion notice from PI Opportunities Fund II on April
11, 2025. Consequently, on April 23, 2025, 2,29,637 OCPS were converted to 82,66,932

Series D2 CCPS in the ratio of 1:36 i.e., 36 Series D2 CCPS were allotted against each OCPS
held.

2. Conversion of Series D1 CCPS to Equity Shares:

The Company had received conversion notice from Accel Growth VI Holdings (Mauritius)
Ltd. and AVP I Fund (formerly known as Avataar Venture Partners I) on July 08, 2025.
Consequently, on July 15, 2025, 3,804 Series D1 CCPS were converted to 2,73,888 Equity
in the ratio of 1:72 i.e., 72 Equity were allotted against each Series D1 CCPS held.

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

Our Board of Directors, at its meeting held on June 13, 2025, approved the conversion of Amagi 2020
Stock Appreciation Rights Scheme I, Amagi 2020 Stock Appreciation Rights Scheme II and Amagi 2020
Stock Appreciation Rights Scheme III into ESOP Schemes (the “Converted ESOP Schemes”) and
subsequently consolidate all existing Employee Stock Option Schemes, comprising the Stock Options
Plan 2009, Stock Options Plan I 2015 (Phase-I), Stock Options Plan 2015 (Phase-II), Stock Options Plan
2017 (Phase-I), Stock Options Plan 2017 (Phase-II), ESOP IV Phase-I, ESOP IV Phase- II, ESOP IV Phase-
III, 2023 ESOP V - New Hire Grant, and 2023 ESOP V - I Performance Grant (the “Prior ESOP Schemes”)
and the Converted ESOP Schemes into the Amagi Employee Stock Option Plan 2025 (the “ESOP 2025”).
This was approved by our Shareholders in the extraordinary general meeting held on June 18, 2025.
Accordingly, the following details have been presented as on March 31, 2025.

Employee wise details of the Options granted during the year review:

a) Key managerial personnel - Not applicable

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

c) During the year under review, one employee was granted option equal to or exceeding one
percent of the issued capital (excluding outstanding warrants and conversions) of the company
at the time of grant.

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

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

As on March 31, 2025, the Company had 5 wholly owned subsidiaries and 4 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 subsidiaries companies in Form AOC-1 is provided as
Annexure I. The statement also provides details of the subsidiaries incorporated/acquired/wound
up during the financial year, their performance and financial position.

Changes in the Group Structure during the year:

1. Acquisition of Argoid Analytics, Inc. and Argoid Analytics Private Limited:

Pursuant to the Merger Agreement dated November 26, 2024 entered into by and among
Amagi Corporation, Amagi Merger Sub, Inc (“Merger Sub”), Argoid Analytics, Inc. (“Argoid US”),
and Mr Gokulakannan Muralidharan (as Stockholder Representative), the Merger Sub was
merged with and into Argoid US and consequently all of the property, assets, intellectual
property, rights, privileges, powers, liabilities of the Merger Sub were vested in Argoid US and
thereby become a wholly-owned subsidiary of Amagi Corporation. Pursuant to the Share
Purchase Agreement dated November 26, 2024 entered into between Argoid US, Argoid
Analytics Private Limited (“Argoid India”), Amagi Corporation, InnovationQore LLP, Yournest
India Fund II and Lead Angels Fund, Argoid US purchased all the shares held by InnovationQore
LLP, Yournest India Fund II and Lead Angels Fund, thereby Argoid India become a subsidiary
on November 26, 2024 and a wholly-owned subsidiary of Argoid US on March 12, 2025.

2. Incorporation of Amagi Al Private Limited:

On March 21, 2025, the Company incorporated a wholly owned subsidiary in India under the
name “Amagi AI Private Limited” and invested ^7,00,000 as share capital on April 25, 2025.
Amagi AI focuses on leveraging artificial intelligence in the development of innovative media
solutions, enhance data analysis and consumer insights, optimize media planning and
execution, and improve overall efficiency in media operations and services.

3. Winding up of Amagi Media LLC:

On March 28, 2025, the Company wound up its step-down subsidiary in the USA “Amagi Media
LLC”.

14. 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 re-appointed as the Statutory Auditors at the 16^th Annual General
Meeting held on September 06, 2024 for another term of 5 years, to hold office from the
conclusion of the 16^th AGM, till the conclusion of the 21^st AGM to be held in the year 2029.

The report of the Statutory Auditors does not contain any qualifications, reservations or
adverse remarks or disclaimers on the standalone and consolidated audited financial
statements of the Company.

B. INTERNAL AUDITORS:

KPMG Assurance and Consulting Services LLP

The Board at its Meeting held on August 28, 2024, had appointed KPMG Assurance and
Consulting Services LLP (LLP Registration No. AAT-0367) as the Internal Auditors for the
financial year 2024-25 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. However, vide approval from the Ministry of Corporate Affairs dated June 02, 2025,
the Company has been converted into a public company as per the provisions of Companies
Act 2013. In pursuance thereto, since the paid up capital of the Company exceeds 50 Crores
and turnover exceeds 250 Crores as on March 31, 2025. the requirement of Section 204 of the
Companies Act is applicable for appointment of Secretarial Auditors.

Accordingly, the Board at its meeting held on June 13, 2025 has appointed BMP and Co. LLP,
Practicing Company Secretaries (LLPIN: AAI-4194) as the Secretarial Auditors of the Company
for the financial year 2025-26.

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.

15. 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.

16. 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.

The Board, through its oversight of internal controls and in consultation with the Audit Committee,
has taken note of the observations made by the Statutory Auditors in relation to certain aspects of IT
infrastructure, including physical server placement and the audit trail mechanism. Appropriate
remedial measures are being undertaken to address the same.

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

Investments:

Argoid:

Pursuant to the Merger Agreement dated November 26, 2024 entered into by and Amagi
Corporation, Amagi Merger Sub, Inc (“Merger Sub”), and Argoid Analytics, Inc. (“Argoid US”), the
Merger Sub was merged with and into Argoid US and consequently all of the property, assets,
intellectual property, rights, privileges, powers, liabilities of the Merger Sub were vested in Argoid
US and thereby become a wholly-owned subsidiary of Amagi Corporation. Pursuant to the Share
Purchase Agreement dated November 26, 2024 entered into between Argoid US, Argoid Analytics
Private Limited (“Argoid India”), Amagi Corporation, InnovationQore LLP, Yournest India Fund II and
Lead Angels Fund, Argoid US purchased the all shares held by InnovationQore LLP, Yournest India
Fund II and Lead Angels Fund, thereby Argoid India become a wholly-owned subsidiary of Argoid
US.

Amagi AI:

Amagi AI Private Limited, a wholly-owned subsidiary of the Company, was incorporated on March
21, 2025, by subscribing to its share capital ^7,00,000 (Indian Rupees Seven Lakhs only).

Apart from this, the Company has neither extended any loans, guarantees or security nor made any
other investments during the reviewed year.

18. PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTIES:

All the contracts, arrangements or transactions entered during the year under review that fall under
the scope of Section 188(1) of the Companies Act, 2013 were with the wholly-owned subsidiaries.
Accordingly, the disclosure in Form AOC-2 is attached as Annexure II. Further, 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. 35 to the Annual Audited Standalone
Financial Statements.

19. 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 details of sexual harassment complaints are as
follows:

20. 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.

21. 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.

22. REMUNERATION POLICY AND CRITERIA FOR THE APPOINTMENT OF DIRECTORS:

As the Company was a private limited company during the year under review, the policy on
remuneration and criteria for appointment of Directors were not applicable.

However, post closure of financial year, the Company had adopted a Policy on remuneration of
Directors, Key Managerial Personnel and other Employees. The said policy is available on the website
of the Company and can be accessed at linkhttps://www.amagi.com/investors/policies

23. OBLIGATION OF COMPANY UNDER THE MATERNITY BENEFIT ACT, 1961:

The Company has duly complied with the provisions of the Maternity Benefit Act, 1961, as amended
from time to time, to ensure that all eligible women employees receive maternity leave and related
benefits in accordance with the Act and the Company's policy.

24. CORPORATE SOCIAL RESPONSIBILITY ("CSR”):

For the year under review, the provisions related to CSR were not applicable to the Company. Since,
the Company had 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
https://www.amagi.com/investors/policies. The Annual Report on CSR is attached to this report as
Annexure III. 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.

25. 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. The Risk Management
policy is available on the website of the Company at https://www.amagi.com/investors/policies

26. 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:

27. POLITICAL CONTRIBUTION UNDER SECTION 182:

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

28. 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 athttps://www.amagi.com/investors/regulation-46.

29. 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:

The Company undertook a change in its constitution in preparation for its proposed Initial Public
Offering of shares. Pursuant to the Board resolution dated May 22, 2025, and the special resolution
passed by the Shareholders on May 23, 2025, the Company was converted from a private limited
company to a public limited company. A fresh certificate of incorporation reflecting the change in
constitution was issued by the Registrar of Companies, Central Processing Centre, on June 02, 2025.

The Company has filed the Draft Red Herring Prospectus with the BSE Limited and The National
Stock Exchange of India Limited and SEBI dated July 25, 2025.

30. 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.

31. 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.

32. 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.

33. CHANGE IN THE NATURE OF BUSINESS:

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

34. DEPOSITS:

During the year under review, the Company has not accepted any deposits, nor are there any
outstanding 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.

35. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF
INDIVIDUAL DIRECTORS:

As the Company was a private limited company during the year under review, the provisions
pertaining to the annual evaluation of the performance of the Board, its Committees, and individual
Directors were not applicable.

36. 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.

37. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply since there was no
dividend declared and paid last year and there no dividends required to be transferred to Investor
Education and Protection Fund.

38. PARTICULARS OF EMPLOYEES:

The requirements of Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 relating to disclosure of remuneration shall be provided to the Shareholders
upon request to the Company at compliance@amagi.com

39. CORPORATE GOVERNANCE:

Details of the remuneration paid to the directors during the year under review is set out under the
section “Related Party Disclosures" in the financials. Performance-linked incentives and the
corresponding performance criteria will be determined by the Nomination and Remuneration
Committee. None of the directors hold stock options in the Company. Except, Arunachalam
Srinivasan Karapattu, no other Director of the Company is in receipt of any remunerations/
commission from any Subsidiary Company.

40. DISCLOSURE ABOUT RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY AND
ALSO RECEIVING COMMISSION / REMUNERATION FROM IT HOLDING OR SUBSIDIARY

No Managing or Whole-time director of the Company is in receipt of any remunerations/ commission
from the Holding or Subsidiary Companies.

41. AWARDS AND RECOGNITION:

Please refer Page 27 for the awards and recognition earned by the Company during the year under
review.

42. 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.

For and on behalf of the Board of Directors of
AMAGI MEDIA LABS LIMITED

Sd/- Sd/-

BASKAR SUBRAMANIAN ARUNACHALAM SRINIVASAN KARAPATTU

Managing Director & CEO Di_re_ct_or

^DIN:02014529 DIN:02014527

Place: Bengaluru, Karnataka

Place: Fremont, California

^{Date: September 03, 2025} Date: September 03, 2025

Sd/- Sd/-

SRIDHAR MUTHUKRISHNAN VIJAY NP

Company Secretary and Compliance Officer Chief Financial Officer

F9606

Place: Bengaluru, Karnataka

Place: Bengaluru, Karnataka Date: September 03, 2025

Date: September 03, 2025