The Board of Directors of Amagi Media Labs Limited (formerly known as Amagi Media Labs Private Limited) (the
“Amagi” or “Company”) present herewith the 18^th Board’s Report together with the Audited Statements of Accounts
for the financial year ended March 31, 2026.

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:

(Tn H Million)

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

During the year under review, the Company recorded income of ^15,701.43 Million (Consolidated) and ^10,137.63
Million (Standalone), an increase of 28.35% (Consolidated) and 39.26% (Standalone) as compared to income
of ^12,233.10 Million (Consolidated) and ^7,279.43 Million (Standalone) earned in the previous financial year.
Net profit after tax for the year under review improved to ^716.73 Million (Consolidated) and ^264.47 Million
(Standalone), as compared to the net loss of ^687.14 Million (Consolidated) and ^1,220.69 Million (Standalone)
incurred in the previous financial year.

2. STATE OF COMPANY’S AFFAIRS:

Founded in 2008, Amagi is a software-as-a-service (“SaaS”) company that connects media companies to their
audiences through cloud-native technology. Our platform helps content providers and distributors upload
and deliver video over the internet (commonly known as streaming) through smart televisions, smartphones
and applications, instead of traditional cable or set-top box services. The Company helps monetize such con¬
tent through targeted advertising services for advertisers.

The business is organized across three key divisions: Cloud Modernization, Streaming Unification, and
Monetization and Marketplace. These divisions are designed to address a specific set of challenges faced by
stakeholders in the media and entertainment industry.

Cloud Modernization: This division enables television networks to transition to cloud-based systems by mov¬
ing their media operations from traditional, hardware-based on-premise broadcast infrastructure to flexible,
cloud-based systems. Our platform manages content preparation, scheduling and channel delivery, enabling
customers to reduce their capital expenditure and scale operations efficiently.

Streaming Unification: This division addresses the complexity of Over-the-top (“OTT”) distribution by support¬
ing multiple business models, such as subscription video on demand (“SVOD”), advertising video on demand
(“AVOD”), and free ad-supported streaming television (“FAST”) through a single platform.

Monetization and Marketplace: This division enables customers to enhance revenue through advertising and
global content licensing. Our advertising technology supports targeted advertisement delivery and through
our marketplace solutions, we facilitate content syndication across multiple platforms.

3. DIVIDEND:

During the financial year under review, the Board has not recommended any dividend. The link to the
dividend distribution policy of the Company is provided in the Corporate Governance Report forming part of
this Annual Report.

4. TRANSFER TO RESERVES:

The Company reported profits during the year under review, but no amount has been transferred to the
Reserves.

5. 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.

6. UTILISATION OF PROCEEDS OF INITIAL PUBLIC OFFER

The proceeds of the funds raised by the Company through IPO are in line with the details mentioned in the
Prospectus and the monitoring agency has reported no deviation in this regard. The report of the monitoring
agency is disclosed to stock exchanges on a quarterly basis and is also available on the Company’s website here.

Details of utilisation of proceeds of IPO including deviation or variation, if any, for the financial year under
review, is given herein below:

7. CHANGE IN CONSTITUTION OF THE COMPANY:

During the financial year under review, the Company was converted from private limited company to public
limited company and consequent upon conversion into public limited company, the name of the Company has
been changed from “Amagi Media Labs Private Limited” to “Amagi Media Labs Limited” and fresh certificate of
incorporation dated June 02, 2025 was issued by the Registrar of Companies, Karnataka situated at Bengaluru.
Further the equity shares of the Company have been listed on BSE Limited (“BSE”) and the National Stock
Exchange of India Limited (“NSE”) w.e.f. January 21, 2026.

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

As on March 31, 2026, the Company had 5 wholly owned subsidiaries and 4 step-down subsidiaries. In accor¬
dance 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:

• Investment in Amagi AI Private Limited:

On April 25, 2025, the Company had invested ^7,00,000 as equity share capital in Amagi AI Private Limited
(“Amagi AI”), a wholly owned subsidiary incorporated in India on March 21, 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.

• Initiated liquidation of Argoid Analytics Private Limited:

The Board of Directors and shareholders of Argoid Analytics Private Limited (“AAPL”), a step-down sub¬
sidiary of the Company in India, approved the initiation of voluntary liquidation proceedings of AAPL
under section 59 of the Insolvency and Bankruptcy Code, 2016 vide resolutions dated November 17, 2025
and November 18, 2025 respectively. The Company is currently in the process of liquidation.

9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, the Board of Directors of the Company was duly constituted in line with the
requirements under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“Listing Regulations”) The composition of the Board as on March 31, 2026, was as under:

Appointment/Re-appointments:

• Ms. Ira Gupta (DIN: 07517101) 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.

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 28 years of work experience and is currently
a senior advisor to McKinsey & Company.

• At the meeting held on July 2, 2025, the Board appointed Mr. Giridhar Sanjeevi (DIN: 06648008) as the Non¬
Executive Chairperson of the Board.

• Mr. Arunachalam Srinivasan Karapattu (DIN: 02014527), Non-Executive Director of the Company, who
was liable to retire by rotation, was re-appointed by the shareholders at the 17^th Annual General Meeting
(“AGM”) held on September 12, 2025.

• At the meeting held on July 02, 2025, the Board approved the re-designation of Mr. Baskar Subramanian
(DIN: 02014529) as the Managing Director and Chief Executive Officer of the Company, along with amend¬
ments to the terms of his employment, which was subsequently approved by the Company''s shareholders
at the Extra Ordinary General Meeting held on July 03, 2025.

At its meeting held on August 13, 2026, the Board approved the re-appointment of Mr. Baskar Subramanian
as the Managing Director and Chief Executive Officer of the Company, with effect from December 01, 2026,
for a period of five years, subject to the approval of the Company''s shareholders.

Resignations

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 reconstitu¬
tion of the Board in compliance with the Listing Regulations.

Director liable to retire by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and articles of association of the
Company, Mr. Shekhar Kirani Hanumanthasetty, Nominee Director (DIN: 02384548) is liable to retire by rota¬
tion at the ensuing AGM and being eligible, offers himself for re-appointment. Adequate disclosures have been
made in the notice of 18^th Annual General Meeting pursuant to Regulation 36(3) of the Listing Regulations and
Secretarial Standard-2 on General Meetings.

Key Managerial Personnel (KMPs)

Pursuant to the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following individuals are desig¬
nated as the Key Managerial Personnel of the Company:

Declarations and Confirmations on Independent Director(s)

(i) The Company has received declarations from each of the Independent Directors confirming that he/she
meets the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of the Listing Regulations.

(ii) The Board of Directors is of the opinion that all the Independent Directors fulfil the criteria relating to
integrity, expertise, experience and proficiency.

(iii) In terms of Regulation 25(8) of the Listing Regulations, and on the basis of the declarations received, the
Independent Directors have confirmed that they are not aware of any circumstance or situation which
exists or may reasonably be anticipated that could impair or impact their ability to discharge their duties
with an objective, independent judgement and without any external influence. In the opinion of the
Board, there has been no change in the circumstances affecting their status as Independent Directors of
the Company.

(iv) Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, as amended, the Independent Directors of the Company have registered their
names in the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs
(“IICA”) and are either exempt from or have completed the online proficiency self-assessment test con¬
ducted by the IICA in accordance with the provisions of Section 150 of the Companies Act, 2013.

(v) The Independent Directors of the Company have also provided declarations confirming compliance with
the Code for Independent Directors as prescribed in Schedule IV of the Companies Act, 2013 and the Code
of Conduct for Directors and Senior Management Personnel adopted by the Company.

(vi) The details of familiarization programme attended by the Independent Directors during the financial
year is provided in the Corporate Governance Report.

Policy on Director''s Appointment and Remuneration

The Board has framed a policy for selection and appointment of Directors including determining qualifications
and independence of a Director, Key Managerial Personnel (“KMP”), Senior Management Personnel (“SMP”) and
their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies
Act, 2013.

Pursuant to Section 134(3) of the Companies Act, 2013, the Nomination and Remuneration Policy of the
Company which lays down the criteria for determining qualifications, competencies, positive attributes and
independence for appointment of Directors and policies of the Company relating to remuneration of Directors,
KMP and other employees is available on the Company’s website here.

We affirm that the remuneration paid to Directors, Senior Management and other employees is in accordance
with the remuneration policy of the Company.

During the year under review, the Independent Directors did not have any pecuniary relationship or transac¬
tions with the Company other than the fixed remuneration payable to them.

Details of the remuneration paid to the directors during the year under review is set out in the Corporate
Governance Report forming part of this Annual Report. Performance-linked incentives and the corresponding
performance criteria are determined by the Nomination and Remuneration Committee. None of the directors

hold stock options in the Company. Except, Mr. Arunachalam Srinivasan Karapattu, no other Director of the
Company is in receipt of any remuneration/ commission from any Subsidiary Company.

10. 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 17 times during the financial year 2025-26. The details of the
dates of the Meetings and Director’s attendance are provided in the Corporate Governance Report forming part
of this Annual Report.

11. COMMITTEES:

The Board at its Meeting held on June 13, 2025, constituted the committees required under the provisions of the
Companies Act, 2013 and the Listing Regulations. The composition of each of the Committee of the Board and
the details of meetings held during the year are given in the Corporate Governance Report.

12. EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF
INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Regulations, the Board, in con¬
sultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter
alia, the criteria for performance evaluation of the entire Board of the Company, its committees and individual
directors, including Independent Directors.

The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and
Remuneration Committee.

The annual performance evaluation of the Board, its Committees and each Director has been carried out for the
financial year 2025-26 in accordance with the framework.

The list of factors that were evaluated include participation and contribution by a Director, commitment,
effective deployment of knowledge and expertise, effective management of relationships with stakeholders,
integrity and maintenance of confidentiality and independence of behaviour and judgement. The perfor¬
mance evaluation is carried out based on the responses received from the Directors.

The performance evaluation of Independent Directors was based on various criteria, inter alia, including
attendance at Board and Committee Meetings, skill, experience, ability to challenge views of others in a con¬
structive manner, knowledge acquired with regard to the Company’s business, understanding of industry and
global trends, etc. During the year under review, the deployment of “questionnaire” as a methodology, is effec¬
tive for evaluation of performance of Board and Committees and individual Directors.

The Policy on Board of Directors’ Evaluation Framework is available on the Company’s website here

13. 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, 2026, 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 profit 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 have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively ; and

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.

14. PARTICULARS OF REMUNERATION TO DIRECTORS AND EMPLOYEES

Information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure III
to this report.

A statement containing, inter alia, the names of top ten employees in terms of remuneration drawn and every
employee employed throughout the financial year and in receipt of remuneration of ^102 lakhs or more and,
employees employed for part of the year and in receipt of remuneration of ^8.50 lakhs or more per month,
pursuant to Rule 5(2) the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
remuneration shall be provided to the Shareholders upon request to the Company at[email protected].
Further, the Annual Report is being sent by email to the Shareholders excluding the aforesaid information in
terms of section 136 of Companies Act, 2013.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Regulation
34 of the Listing Regulations, is presented in a separate section, forming part of the Annual Report. A review
of the performance and future outlook of the Company and its businesses, as well as the state of the affairs
of the business, along with the financial and operational developments have been discussed in detail in the
Management Discussion and Analysis Report.

16. DETAILS OF CHANGES IN THE CAPITAL STRUCTURE OF THE COMPANY:

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

Changes in Authorised Share Capital and subsequent alteration of Memorandum of Association of the
Company

Changes in Issued, Subscribed and Paid-up Share Capital

17. EMPLOYEES STOCK OPTION PLAN

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 the shareholders in the
Extraordinary General Meeting held on June 18, 2025 and thereafter ratified by the shareholders by passing a
special resolution passed through Postal Ballot on April 03, 2026. The Company obtained in-principle approv¬
als from the stock exchanges on April 30, 2026, in relation to the said scheme for further grants and allotment
of equity shares against the vested stock options.

The Nomination and Remuneration Committee administers the ESOP 2025. The ESOP 2025 is in compliance with
the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,
2021, as amended (“SEBI SBEB Regulations”). The details as required under Regulation 14 of the SEBI SBEB
Regulations are available on the Company’s website hereYour Company has obtained a certificate from the sec¬
retarial auditor confirming implementation of ESOP 2025 is in accordance with the SEBI SBEB Regulations. The
certificate is provided as Annexure V to this Board’s Report.

18. AUDITORS:

A. STATUTORY AUDITORS:

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 21st
AGM to be held in the year 2029.

The statutory auditors have issued an unmodified opinion on the financial statements of the Company.
There are no qualifications, reservations or adverse remarks made by the Auditors, in their report for the
financial year ended March 31, 2026.

B. INTERNAL AUDITORS:

The Board at its Meeting held on July 02, 2025, had appointed KPMG Assurance and Consulting Services
LLP (LLP Registration No. AAT-0367) (“KPMG”) as the Internal Auditor for the financial year 2025-26 in
terms of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. Further,
the Board at its Meeting held on March 24, 2026, reappointed KPMG as the internal auditor for the financial
year 2026-27. The Internal Audit report does not contain any qualification, reservation, adverse remark or
disclaimer.

C. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed BMP and Co. LLP,
Practicing Company Secretaries, a firm of Company Secretaries in Practice, to conduct Secretarial Audit
of the Company. The Report of the Secretarial Auditor in Form MR-3 for the financial year ended March 31,
2026, is enclosed as Annexure IV to this Report.

Resolution for appointment of BMP and Co. LLP as the Secretarial Auditor for first term of five years, com¬
mencing from the conclusion of the 18^th Annual General Meeting and continuing until the conclusion of
the 23^rd Annual General Meeting of the Company, to be held in FY 2030-31 is being taken up at the ensuing
Annual General Meeting.

19. COMMUNICATION WITH THOSE CHARGED WITH GOVERNANCE (TCWG)

The Company has adopted a Policy on Communication between the Statutory Auditors and TCWG in accor¬
dance with the requirements prescribed by the National Financial Reporting Authority (NFRA).

Under the Policy, the Board of Directors act as the primary TCWG and is responsible for overall oversight of the
Company''s governance framework. The Audit Committee, as a committee of the Board, functions as a subset
of the TCWG and oversees routine audit-related matters, including interactions with the statutory auditors on
audit planning, scope, strategy and other matters delegated by the Board.

The Audit Committee apprises the Board of significant matters arising from its deliberations, including key

accounting estimates and judgments, related party transactions, fraud and whistle-blower matters, non-com¬
pliance with applicable laws and regulations, and other matters considered material for the Board''s oversight.
The Company has also designated nodal officers in accordance with applicable regulatory requirements to
facilitate effective communication and coordination between the statutory auditors and the TCWG.

20. REPORTING OF FRAUDS

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

21. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

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 prepar¬
ing financial statements and other data and for maintaining accountability of assets. Further, the Company
has adopted accounting policies that are consistent with the Indian Accounting Standards (‘Ind AS’) notified
under Section 133 of the Companies Act, 2013, read with the Companies (Indian Accounting Standards) Rules,
2015 and subsequent amendments.

22. RISK MANAGEMENT

The Company has implemented an Enterprise Risk Management (“ERM”) framework aligned with globally rec¬
ognized standards and industry best practices. The framework is overseen by the Risk Management Committee
and is designed to support the business by fostering a risk-aware and resilient culture, along with proactive
risk management.

The ERM framework covers all categories of risks, including the identification, assessment, and mitigation of
risks, evaluation of the effectiveness of internal controls, and continuous improvement of systems and pro¬
cesses to strengthen risk management capabilities.

The Risk Management policy is available on the website of the Company here

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

During the year under review, except as set out under the details of subsidiary/joint venture/associate
companies in this report, the Company did not extend any loans, guarantees or securities nor made any other
investments pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations.

24. PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTIES:

In line with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has approved a
policy on related party transactions. The policy on related party transactions has been placed on the Company’s
website here.

Prior omnibus approval of the Audit Committee is obtained for the transactions which are foreseeable and of a
repetitive nature. All related party transactions are placed on a quarterly basis before the Audit Committee for
review and approval.

All contracts, arrangements and transactions entered by the Company with related parties during financial
year 2025-26 were in the ordinary course of business and on an arm’s length basis. There were no contracts,
arrangements or transactions entered during financial year 2025-26 that fall under the scope of Section 188(1)
of the Companies Act, 2013. Accordingly, the prescribed Form AOC-2 is voluntarily provided for the financial
year 2025-26 as Annexure II to the Board’s Report.

Pursuant to Regulation 23(9) of the Listing Regulations, the reports on related party transactions have been
filed with the Stock Exchanges and is placed on the Company’s website here

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. 33 to the Annual Audited
Standalone Financial Statements.

25. VIGIL MECHANISM:

The Company has in place a Whistle-Blower Policy in accordance with the Companies Act, 2013 and Listing
Regulations, to encourage the director(s) or employee(s) or any other person to speak up in case they detect
any corrupt, illegal or other undesirable conduct. It also provides adequate safeguards against higher victim¬
ization and direct access to the higher levels of supervisors and Audit Committee in appropriate and excep¬
tional cases. During the year under review, no instances were reported under the whistleblower mechanism.

26. 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 benefits in accordance with the Maternity Benefit
Act, 1961 and the Company’s policy.

27. INTERNAL COMPLAINTS 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 (“ICC”) has been set up to redress the complaints received regarding sexual
harassment. The ICC comprises employees of the Company and an independent external member with rele¬
vant experience in matters relating to sexual harassment and women''s rights, in compliance with applicable
legal requirements.

During the year under review, the details of sexual harassment complaints are as follows:

28. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR:

The details of employees as on March 31, 2026 is disclosed in Management Discussion and Analysis Report that
forms part of this Annual Report.

29. CORPORATE SOCIAL RESPONSIBILITY (“CSR”):

As on March 31, 2025, the Company did not meet the thresholds prescribed under Section 135 of the Companies
Act, 2013. Accordingly, the provisions relating to CSR were not applicable to the Company, and no CSR expen¬
diture or contribution was required during financial year 2025-26. The Annual Report on CSR is therefore not
applicable for the year under review.

However, as part of its responsibility towards the society, the Company has voluntarily set aside an aggregate
amount of Rs 2.75 crores upto FY 2028-29 and through a flagship program in the field of Education, the Company
aims to address a critical gap in rural education through curiosity-led, experiential learning. Located in a
remote village Tamil Nadu (South India), the project is expected to benefit around 800 students of government
and low-income schools from Classes V-IX every year. The spends are periodically monitored by the Board or
the CSR Committee.

The details of the Constitution of the CSR Committee is provided in the Corporate Governance Report and the
CSR Policy is available on the website of the Company here. The salient features of the 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.

30. 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:

31. 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, and Regulation 46 of the Listing Regulations, the Annual Return
is available on the website of the Company here

32. 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 have been no material changes or commitments affecting the financial position of the Company between
the end of the financial year and the date of the Report. Details regarding the Company’s business operations
and financial position are provided as part of the Management Discussion and Analysis Report and financial
statements forming part of this Annual Report.

33. 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 are not applicable.

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. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 are not applicable, as no dividend was declared or
paid during the previous financial year and, accordingly, there were no amounts required to be transferred to
the Investor Education and Protection Fund.

36. OTHER CONFIRMATIONS

Your Directors state that no disclosure or reporting is required in respect of the following items as there were
no transactions on these matters during the year under review:

(i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(ii) Issue of sweat equity shares to the employees or directors of the Company.

(iii) The Company has not made any contribution to the political parties.

(iv) There were no significant and material orders passed by the regulators or courts or tribunals, except as
disclosed in Corporate Governance Report, impacting the going concern status and Company’s operations
in future.

(v) There has been no case(s) filed by or against the Company under the Insolvency and Bankruptcy Code,
2016.

(vi) The Company has not obtained any unsecured loans either from Directors or their relatives.

(vii) 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.

(viii) Disclosure pertaining to maintenance of cost records under Section 148 of the Companies Act, 2013 is not
applicable to the Company.

37. CAUTIONARY STATEMENT

Statements in this Report, including those set out under the Management Discussion and Analysis section,
which describe the Company’s objectives, projections, estimates and expectations, may constitute for¬
ward-looking statements within the meaning of applicable laws and regulations. Actual results may differ
materially from those expressed or implied in such statements due to various factors and uncertainties.

38. ACKNOWLEDGEMENTS

The Board of Directors acknowledge the continued co-operation, assistance and support that the Company has
received from various Government Departments, Banks/ Financial Institutions and Shareholders. The Board
also places on record its appreciation for the sincere services rendered by employees of the Company at all lev¬
els and the support and co-operation extended by the valued business associates and the continuous patron¬
age of the customers of the Company.

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

Sd/- Sd/-

BASKAR SUBRAMANIAN ARUNACHALAM SRINIVASAN KARAPATTU

Managing Director & CEO Director

DIN:02014529 DIN:02014527

Place: Bengaluru, Karnataka Place: Sao Paulo, Brazil

Date: August 13, 2026 Date: August 13, 2026

Sd/- Sd/-

SRIDHAR MUTHUKRISHNAN VIJAY NP

Company Secretary & Compliance Officer Chief Financial Officer

F9606

Place: Bengaluru, Karnataka

^{place: Ben}g^aluru, ^Karnataka Date: August 13, 2026

Date: August 13, 2026

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 [email protected]

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