We have audited the accompanying financial statements
of Diligent Media Corporation Limited ('the Company'),
which comprise the balance sheet as at 31 March 2025,
the statement of profit and loss (including other
comprehensive income), the statement of changes in
equity, the statement of cash flows for the year then
ended, and notes to the financial statements including a
summary of material accounting policies and other
explanatory information (hereinafter referred to as
"the financial statements").

In our opinion and to the best of our information and
according to the explanations given to us, except for the
possible effects of the matter described in the 'Basis for
qualified opinion' paragraph of our report, the aforesaid
financial statements give the information required by the
Companies Act, 2013 ("the Act") in the manner so required
and give a true and fair view in conformity with the
accounting principles generally accepted in India, including
the Indian Accounting Standards (Ind AS) prescribed
under Section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended
('Ind AS'), of the state of affairs of the Company as at 31
March 2025, and its profit, other comprehensive income,
changes in equity and its cash flows for the year ended on
that date.

2. Basis for qualified opinion

As stated in Note 44 to the financial statements, the
Company had granted Inter Corporate Deposits (ICDs) to
Veena Investments Private Limited (VI PL), the outstanding
balance as at 31 March 2025 of such ICDs granted is
Rs. 17,340.27 Lakhs (including accrued interest of
Rs 1,385.27 Lakhs). VIPL simultaneously holds 6% Non¬
cumulative, Non-convertible, Redeemable, Preference
Shares (NCRPS) of the Company aggregating to
Rs 43,626.56 Lakhs which are redeemable on 01
November 2036 but sought an early redemption. As
mentioned in the said note, the Company has expressed
its inability for early redemption of NCRPS and has called
upon VIPL to repay the outstanding ICDs along with

interest accrued till 30 September 2024, aggregating to
Rs 16,978.33 Lakhs plus further interest till actual date of
payment. VIPL subsequently informed the Company that
repayment of ICDs shall proceed simultaneously with the
redemption of NCRPS and invoked the arbitration clause
under the Intercorporate Deposit Agreements (ICD
Agreements), pursuant to which a sole arbitrator was
appointed wherein both parties have submitted their
claims, and the matter is currently in progress.

Considering the ongoing arbitration, the Company has not
assessed the recoverability of ICDs (including interest
accrued) aggregating to Rs. 17,340.27 Lakhs as at 31 March
2025 in accordance with the requirements of Ind AS 109
"Financial Instruments," In the absence of such impairment
assessment, we are unable to comment upon adjustments, if
any, that may be required to the carrying value of these ICDs
(including interest accrued) and its consequential impact on
the net profit and total comprehensive income for the year
ended 31 March 2025 and the financial position of the
Company as at 31 March 2025.

We conducted our audit of the financial statements in
accordance with the Standards on Auditing (SAs)
prescribed under Section 143(10) of the Act. Our
responsibilities under those Standards are further
described in the Auditor's Responsibilities for the Audit of
the financial statements section of our report. We are
independent of the Company in accordance with the Code
of Ethics issued by the Institute of Chartered Accountants
of India (ICAI) together with the ethical requirements that
are relevant to our audit of the financial statements under
the provisions of the Act and the Rules thereunder, and
we have fulfilled our other ethical responsibilities in
accordance with these requirements and the ICAI's Code
of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis
for our qualified audit opinion on the financial statements.

3. Material uncertainty relating to going concern

As stated in Note 42 of the financial statements, the
accumulated losses of the Company as at 31 March 2025
have exceeded its paid-up capital and reserves. However,
the Company has earned cash profits during the current
year, and without considering the impact of qualification
as total in paragraph (2) above, its current assets are
higher than its current liabilities as at 31 March 2025. The

Company's ability to continue as going concern is
significantly dependent on the successful expansion of its
digital media operations and generation of sufficient cash
flows. These conditions, along with the outcome of the
arbitration matter stated in the 'Basis for Qualified
Opinion Paragraph above, indicate the existence of a
material uncertainty that may cast significant doubt on
the Company's ability to continue as a going concern.
Considering the projected fund inflow based on the
Company's Board approved business plan and present
liquidity position, the management has prepared these
financials statements on a going concern basis. Our
opinion is not modified in respect to this matter.

4. Key audit matters

Key audit matters are those matters that, in our
professional judgment, were of most significance in our
audit of the financial statements for the year ended 31
March 2025. These matters were addressed in the
context of our audit of the financial statements as a
whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. In addition to
the matters described under the "Basis of qualified
opinion" and "Material uncertainty related to going
concern" paragraphs above, we have determined the
matter described below to be the key audit matter to be
communicated in our report.

5. Information other than the financial statements and
Auditor's Report thereon

The Company's Board of Directors is responsible for the
other information. The other information comprises the
information included in the Management Discussion and
Analysis, Board's Report including Annexures to Board's
Report but does not include the financial statements and
our auditor's report thereon. The other information is
expected to be made available to us after the date of this
auditor's report.

Our opinion on the financial statements does not cover
the other information and we do not express any form of
assurance conclusion thereon.

In connection with our audit of the financial statements,
our responsibility is to read the other information
identified above when it becomes available and, in doing
so, consider whether the other information is materially
inconsistent with the financial statements, or our
knowledge obtained in the audit or otherwise appears to
be materially misstated.

When we read the other information, if we conclude that
there is a material misstatement therein, we will
communicate the matter to those charged with
governance.

6. Management's responsibilities for the financial
statements

The Company's Board of Directors is responsible for the

matters stated in Section 134(5) of the Act with respect
to the preparation of these financial statements that give
a true and fair view of the financial position, financial
performance including other comprehensive income,
changes in equity and cash flows of the Company in
accordance with the accounting principles generally
accepted in India, including the Indian Accounting
Standards (Ind AS) prescribed under Section 133 of the
Act read with the Companies (Indian Accounting
Standards) Rules, 2015, as amended.

This responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of
the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting
policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that
were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the
preparation and presentation of the financial statements
that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the financial statements, management and
the Board of Directors are responsible for assessing the
Company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless
the Board of Directors either intends to liquidate the
Company or to cease operations, or has no realistic
alternative but to do so. The Board of Directors is also
responsible for overseeing the Company's financial
reporting process.

7 Auditor's responsibilities for the audit of the financial
statements

Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and
to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance but is
not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in

aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of
these financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional
skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement
of the financial statements, whether due to fraud or
error,design and perform audit procedures responsive
to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve
collusion, forgery, intentional omissions,
misrepresentations, or the override of internal
control.

^• Obtain an understanding of internal control relevant
to the audit in order to design audit procedures that
are appropriate in the circumstances. Under section
143(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the Company has
adequate internal financial controls system in place
and the operating effectiveness of such controls.

^• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management.

• Conclude on the appropriateness of management
and Board of Directors' use of the going concern
basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists
related to events or conditions that may cast
significant doubt on the Company's ability to
continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw
attention in our auditor's report to the related
disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence
obtained up to the date of our auditor's report.
However, future events or conditions may cause the
Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and
content of the financial statements, including the
disclosures, and whether the financial statements
represent the underlying transactions and events in
a manner that achieves fair presentation.

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we
identify during our audit.

We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to
communicate with them all relationships and other
matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of
most significance in the audit of the financial statements
of the current period and are therefore the key audit
matters. We describe these matters in our auditor's report
unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we
determine that a matter should not be communicated in
our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public
interest benefits of such communication.

8. Report on other Legal and Regulatory requirements

I. As required by the Companies (Auditor's Report)
Order, 2020 issued by the Central Government of
India in terms of Section 143(11) of the Act ("the
Order"), and on the basis of such checks of the books
and records of the Company as we considered
appropriate and according to the information and
explanations given to us, we give in the "Annexure
A", a statement on the matters specified in the
paragraph 3 and 4 of the Order.

II. As required by Section143(3) of the Act, we report
that:

a) We have sought except for the effects of the
matter described in the Basis for qualified

opinion paragraph, and obtained all the
information and explanations which to the best
of our knowledge and belief were necessary for
the purposes of our audit;

b) Except for the effects of the matter described in
the Basis for qualified opinion paragraph above
and for the matters stated in paragraph (j)(vi)
below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014,
(as amended), in our opinion, proper books of
account as required by law have been kept by
the Company so far as it appears from our
examination of those books;

c) The balance sheet, the statement of profit and
loss (including other comprehensive income),
the statement of changes in equity and the
statement of cash flows dealt with by this
Report are in agreement with the books of
account;

d) Except for the effects of the matter described in
the Basis for qualified opinion paragraph, in our
opinion, the aforesaid financial statements
comply with the Indian Accounting Standards
specified under Section 133 of the Act read
with Companies (Indian Accounting Standards)
Rules, 2015, as amended;

e) The matter described in the Basis for qualified
opinion paragraph above, in our opinion, may
have an adverse effect on the functioning of the
Company;

f) On the basis of written representations received
from the directors of the Company as on 31
March 2025 and taken on record by the Board
of Directors, none of the directors is disqualified
as on 31 March 2025, from being appointed as
a director in terms of Section 164 (2) of the Act;

g) The modification relating to the maintenance of
accounts and other matters connected
therewith are as stated in the paragraph 8(II)(b)
above on reporting under Section 143(3)(b) of
the Act and the paragraph 8(II)(j)(vi) below on
reporting under Rule 11(g) of the Companies

(Audit and Auditors) Rules, 2014, (as amended);

h) With respect to the adequacy of the internal
financial controls over financial reporting of the
Company and the operating effectiveness of
such controls, refer to our separate Report in
"Annexure B".

i) With respect to the other matters to be included
in the Auditor's Report in accordance with the
requirements of Section 197(16) of the Act, as
amended:

In our opinion and to the best of our information
and according to the explanations given to us,
the remuneration paid by the Company to its
director during the year is in accordance with
the provisions of Section 197 of the Act.

j) With respect to the other matters to be included
in the Auditor's Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014, as amended, in our opinion and to the
best of our information and according to the
explanations given to us:

i. The Company has disclosed the impact of
pending litigations on its financial position
in its financial statements;

ii. The Company did not have any long-term
contracts including derivative contracts
having any material foreseeable losses;

iii. There are no amounts required to be
transferred to the Investor Education and
Protection Fund by the Company during
the year ended 31 March 2025;

iv. (a) The Management has represented

that, to the best of its knowledge and
belief as disclosed in Note 45(ix)(A)
to the financial statements, no funds
have been advanced or loaned or
invested (either from borrowed funds
or share premium or any other sources
or kind of funds) by the Company to

or in any other person or entity,
including foreign entity
("Intermediaries"), with the
understanding, whether recorded in
writing or otherwise, that the
Intermediary shall, whether, directly
or indirectly lend or invest in other
persons or entities identified in any
manner whatsoever by or on behalf
of the Company ("Ultimate
Beneficiaries") or provide any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries;

(b) The Management has represented,
that, to the best of its knowledge and
belief as disclosed in Note 45(ix)(B)
to the financial statements, no funds
have been received by the Company
from any person or entity, including
foreign entity ("Funding Parties"),
with the understanding, whether
recorded in writing or otherwise, that
the Company shall, whether, directly
or indirectly, lend or invest in other
persons or entities identified in any
manner whatsoever by or on behalf
of the Funding Party ("Ultimate
Beneficiaries") or provide any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries;

(c) Based on the audit procedures that
have been considered reasonable and
appropriate in the circumstances,
nothing has come to our notice that
has caused us to believe that the
representations under sub-clause (i)
and (ii) of Rule 11(e), as provided
under in paragraph (iv)(a) and (iv)(b)
above, contain any material
misstatement.

v. No dividend has been declared or paid by

the Company during the financial year

covered by our audit and immediately

preceding financial year.

Also, the audit trail has been preserved by
the Company as per the statutory
requirements for record retention.

For MGB & Co. LLP

Chartered Accountants

Firm Registration Number: 101169W/W-100035

Lalit Kumar Jain

Partner

Membership Number 072664
UDIN: 072664BMOLES2733

Place: Noida
Dated: 27 May, 2025