Auditor Report of Diligent Media Corporation Ltd.

Mar 31, 2025

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.

Key Audit Matter	How our audit addressed the key audit matter
Contingent liabilities (Refer note 32(a) of the financial statements) Legal cases filed against the Company and claims of such cases not acknowledged as debt as at 31 March 2025 is Rs. 220,995.72 Lakh. The existence and probability of payments against these claims requires management estimates and judgment to ensure disclosure of most appropriate values of contingent liabilities.	• Obtained an understanding of the management’s process for assessment and determination of the amount of contingent liabilities on various litigations. • Obtained details of pending legal cases and claims from the management. • Assessed the completeness of the details of these claims through discussion with senior management personnel.

Key Audit Matter				How our audit addressed key audit matter		the
Due to	level	of	judgment	•	Reviewed the details of the
required	relating	to	estimation		disputed cases pendin	g at
and presentation		of	contingent		various forums.
liabilities	this is	con	sidered to	•	Assessing	the
be a key	udit matter.				appropriateness of	the
					management''s judgment in
					estimating the contin	gent
					liabilities.
				•	Assessed	the
					appropriateness	of
					presentation of	the
					contingent liabilities in	the
					financial statements.

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.

vi. Based on our examination, which included
test checks, the Company has used
accounting softwares for maintaining its
books of account for the financial year
ended 31 March 2025, which have a
feature of recording audit trail (edit log)
facility and the same has operated
throughout the year for all relevant
transactions recorded in the softwares
except that the audit trail feature is not
enabled on some tables at application level
for direct changes when using certain
access right(s) and also for certain changes
made using administrative access right(s).
Further, during the course of our audit we
did not come across any instance of the
audit trail feature being tampered with.

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

---

Mar 31, 2024

We have audited the accompanying financial statements of Diligent Media Corporation Limited (''the Company''), which comprise the balance sheet as at 31 March 2024, 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 (herein-after referred to as " financial statements").

In our opinion and to the best of our information and according to the explanations given to us, 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, of the state of affairs of the Company as at 31 March 2024, and its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

2. Basis for opinion

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 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 2024 have exceeded its paid-up capital and reserves. This event indicates the existence of material uncertainty that may cast significant doubt on the Company''s ability to continue as a going concern. As further stated in note 42 to the financial statements, the Company has taken steps to expand its digital media operation which has resulted in improvement in revenue and profit from the operations. Considering the liquidity position of the Company, future business plan and other factors as mentioned in the note 42, the management of the Company has prepared these financial statements on 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 2024. 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 "Material uncertainty related to going concern" paragraph above, we have determined the matter described below to be the key audit matter to be communicated in our report.

Contingent liabilities [Refer note 32(a) of the financial statements]

Legal cases filed against the Company and claim amount of such cases not acknowledged as debt as at 31 March 2024 is Rs. 220,831.17 Lakh which involves significant judgement and estimation to determine the possible outcome of these disputes and disclosure of the most appropriate values of contingent liabilities.

?ue to the level of judgment required to determine the possible outcome of these disputes and estimation and presentation of contingent liabilities, this is considered a key audit matter.

How the Key Audit Matter was addressed in our audit

Our audit procedures included, among others, assessing the appropriateness of the management''s judgment in

estimating the outcome and disclosure of the contingent liabilities.

We have obtained details of pending legal cases and claims as at 31 March 2024 from the management. We assessed the completeness of the details and outcome of these claims through discussion with senior management personnel of the Company. We have also assessed the appropriateness of the disclosures made under the head ''Contingent liabilities'' in the financial statements.

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 responsibility 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 Ind AS prescribed under Section 133 of the Act read with the Companies (Indian

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 are also responsible for overseeing the Company''s financial reporting process.

7. Auditor''s responsibility 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 Section 143(3) of the Act, we report that:

a) We have sought 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) 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 except for the matters stated in paragraph (i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, (as amended);

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) In our opinion, the aforesaid financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act read with

e) On the basis of written representations received from the directors of the Company as on 31 March 2024 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2024 from being appointed as a director in terms of Section 164 (2) of the Act;

f) The modification arising from the maintenance of audit trial on the accounting software, comprising the application and database is as stated in the paragraph (i) (vi) below on reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rule, 2014, (as amended);

g) 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".

h) 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, no remuneration is paid by the Company to its directors during the year as such the provisions of Section 197 of the Act are not applicable to the Company.

i) 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 2024;

iv. (a) The Management has represented that, to the best of its knowledge and belief as disclosed in Note 44(ix)(A) to the financial statements, no funds (which are material either individually or in the aggregate) 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 44(ix) (B) to the financial statements, no funds (which are material either individually or in the aggregate) 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 (a) and (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.

vi. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account for the financial year ended 31 March 2024, which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software except that the audit trail feature is not enabled on some tables at application level for direct changes when using certain access right(s) and also for certain changes made using administrative access right(s). Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from 1 April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended 31 March 2024.

For MGB & Co. LLP

Chartered Accountants

Firm Registration Number: 101169W/W-100035

Lalit Kumar Jain

Partner

Membership Number 072664

UDIN: 24072664BKHCCU6948

Place: Noida

Date: 30 May 2024

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Mar 31, 2023

We have audited the accompanying financial statements of Diligent Media Corporation Limited (''the Company''), which comprise the balance sheet as at 31 March 2023, 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 significant accounting policies and other explanatory information (herein-after referred to as " financial statements").

In our opinion and to the best of our information and according to the explanations given to us, 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, of the state of affairs of the Company as at 31 March 2023, and its profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.

2. Basis for opinion

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 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 2023 have exceeded its paid-up capital and reserves and current liabilities exceeded current assets as on that date. These events indicate the existence of material uncertainty that may cast significant doubt on the Company''s ability to continue as a going concern. As stated in note 42 to the financial statements, the management has taken steps to monetize its assets, recover doubtful advances, expand its digital media operation. Considering the steps taken, settlement of due of Zee Media Corporation Limited as explained in the note 43 of the financial statements, outstanding non-current borrowings having long maturity period and funds available with the Company, the management has prepared these financial statements on going concern basis.

Our opinion is not modified in respect to this matter.

4. Emphasis of matter

a) As stated in note 43 to the financial statements, the Corporate Guarantee provided by Zee Media Corporation Limited (ZMCL) in relation to the nonconvertible debentures issued by the Company, was invoked and subsequently the said liability was settled by ZMCL at Rs. 29,000.00 Lakhs. The Company and ZMCL mutually agreed to settle the entire outstanding amount of Rs 30,933.14 Lakh, comprising of corporate guarantee obligation of Rs 29,000.00 Lakh and other payable of Rs 1,933.14 Lakh, by way of transfer / assignment of identified Trademarks of the Company valued at Rs. 17,000.00 Lakhs and payment of Rs. 1,200.00 Lakh, total aggregating to Rs. 18,200.00 Lakh. The said terms of settlement and draft settlement agreement were approved by the Board of Director in its meeting held on 12 November 2021 and 1 September 2022 respectively. The shareholders of the Company in its meeting held on 30 Septembers 2022 had approved the said terms of settlement. Basis the requisite approvals in place, Settlement Agreement has been executed on 31 March 2023 and accordingly, the Company has made payment of Rs 1,200.00 Lakh and written back the balance liability of Rs 12,733.14 Lakh and disclosed as an exceptional item for the year ended 31 March 2023. The Company is in the process of transferring the identified trademarks to ZMCL.

Our opinion is not modified in respect to this matter.

b) The Company had initiated legal proceedings against certain parties for recovery of advances/deposits, given in preceding years to four parties of Rs 7,222.50 Lakh and interest due on such advances/deposits of Rs 1,534.75 Lakh, both aggregating to Rs 8,757.25 Lakh. The present outstanding as at 31 March 2023 of advance and interest is Rs 2,679.50 Lakh and Rs 1,534.75 Lakh respectively. The entire outstanding amount aggregating to Rs 4,214.25 Lakh has been provided for as doubtful debt in earlier years. No further interest is provided on the advance/deposits recoverable. The Company has filed petitions before the National Company Law Tribunal (NCLT) for recovery of amounts and the petitions are pending before the NCLT.

Our opinion is not modified in respect to this matter.

5. 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 2023. 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.

a) Contingent liabilities

[Refer note 32(a) of the financial statements]

Legal cases filed against the Company and claim amount of such cases not acknowledged as debt as at 31 March 2023 is Rs. 220,790.61 Lakh. The existence and probability of payments against these claims requires management estimates and judgment to ensure disclosure of the most appropriate values of contingent liabilities.

Due to the level of judgment required relating to estimation and presentation of contingent liabilities, this is considered a key audit matter.

Auditor''s response

Our audit procedures included, among others, assessing the appropriateness of the management''s judgment in estimating the contingent liabilities.

We have obtained details of pending legal cases and claims as at 31 March 2023 from the management. We assessed the completeness of the details of these claims through discussion with senior management personnel.

We have also reviewed the outcome of the disputed cases pending at various forums. We have also assessed the appropriateness of the presentation of the contingent liabilities in the financial statements.

b) Deferred tax assets

(Refer note 31 of the financial statements)

The Company has deferred tax assets of Rs 4,872.46 Lakh as at 31 March 2023 as reported in note 31 to the financial statements. The Company has substantial carry forward tax losses and unabsorbed depreciation and there are substantial disallowances made during tax assessment which have been challenged by the Company and are pending with appellate authorities. The revenues and net profit from operations during the current and previous years after discontinuation of print business are very low or in negative.

Due to the level of judgment required relating to estimation of future profit to set off tax losses and unabsorbed depreciation in foreseeable future, this is considered a key audit matter.

Auditor''s response

Our audit procedures included, among others, discussions with the management regarding future business plan including revenues and availability of taxable profits, review of available tax losses and unabsorbed depreciation, review of pending direct tax litigations, discussion with management regarding expected outcome of direct tax litigations and based on these factors review the management''s assessment of deferred tax assets on the reporting date.

6) 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.

7) Management''s responsibility 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 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 is 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Board of Directors are also responsible for overseeing the Company''s financial reporting process.

8) Auditor''s responsibility 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 scepticism 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''s 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.

9) Other matters

The financial statements of the Company for the year ended 31 March 2022 were audited and reported by the predecessor auditor B S Sharma & Co who expressed unmodified opinion on the financial statements vide their audit report dated 30 May 2022.

10) 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 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) 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) I n 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) On the basis of written representations received from the directors of the Company as on 31 March 2023 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as a director in terms of Section 164 (2) of the Act;

f) 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"

g) 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:

To the best of our information and according to the explanations given to us, no remuneration is paid by the Company to its directors during the year as such the provisions of Section 197 of the Act are not applicable to the Company.

h) 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; and

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

iv. ( a) The Management has represented that, to the

best of its knowledge and belief as disclosed in Note 44(ix)(A) to the financial statements, no funds (which are material either individually or in the aggregate) 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 44(ix)(B) to the financial statements, no funds (which are material either individually or in the aggregate) 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 (a) and (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.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.

For MGB & Co. LLP

Chartered Accountants

Firm Registration Number: 101169W/W-100035

Lalit Kumar Jain

Partner

Membership Number 072664

UDIN: 23072664BGYOVW6086

Place: Noida

Date: 26 May 2023