Diligent Media Corporation Ltd Auditor Reports

To,

The Members of

DILIGENT MEDIA CORPORATION LIMITED

Qualified Opinion

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.

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% Noncumulative, 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 Auditors 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 ICAIs 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.

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

Companys 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 Companys ability to continue as a going concern. Considering the projected fund inflow based on the Companys 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.

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.

Information other than the financial statements and Auditors Report thereon

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

Managements responsibilities for the financial statements

The Companys 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 Companys 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 Companys financial reporting process.

7 Auditors 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 auditors 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 auditors 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 auditors 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

As required by the Companies (Auditors 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.

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

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;

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;

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;

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;

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;

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;

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);

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.

With respect to the other matters to be included in the Auditors 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.

With respect to the other matters to be included in the Auditors 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:

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

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

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;

(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;

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;

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.

No dividend has been declared or paid by

the Company during the financial year

covered by our audit and immediately

preceding financial year.

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

Annexure A to Independent Auditors Report

Annexure referred to in paragraph 8(I) under Report on other Legal and Regulatory requirements of our report of even date to the members of Diligent Media Corporation Limited on the financial statements for the year ended 31 March 2025

(a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of property, plant and equipment. The Company does not have right-of- use assets.

(B) The Company does not have intangible assets hence, reporting under clause 3(i)(a)(B) of the Order is not applicable to the Company.

All the property, plant and equipment of the Company have been physically verified by the management during the year, which in our opinion, is reasonable having regard to the size of the Company and nature of its assets. As informed to us, no discrepancies were noticed on such verification.

The Company does not have any immovable property (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) hence reporting under clause 3(i) ((c) of the Order is not applicable to the Company.

The Company has not revalued any of its property, plant and equipment during the year and the Company does not have any intangible assets. Hence, reporting under Clause 3(i)(d) of the Order is not applicable to the Company.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, no proceedings have been initiated or are pending against the Company as at 31

March 2025 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

(a) The Company does not have any inventory and hence

reporting under Clause 3(ii)(a) of the Order is not applicable to the Company.

The Company has not been sanctioned working capital limits in excess of five crore rupees, in aggregate, from bank or financial institution on the basis of security of current assets and hence reporting under clause 3(ii) (b) of the Order is not applicable to the Company.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made investment, granted advance in the nature of loans, provided any guarantees or securities, to companies, firms, limited liability partnership or any other parties during the year. The Company has granted unsecured loans to companies and limited liability partnership and we report as under:

The Company has granted unsecured loan to companies and limited liability partnership as given below:

in Lakhs

# Includes Rs 1,087.80 Lakhs which is considered doubtful and hence provided for.

In our opinion, the terms and conditions of loans granted during the year are, prima facie, not prejudicial to the Companys interest.

In respect of loans granted by the Company, the schedule of repayment of principal and payment of interest has been stipulated. Details of delay in repayment of principal amounts and interest are given below:

Name of entity	Amount (Rs. in Lakhs)	Due date	Extent of delay*	Nature of transaction	Remarks
Vistaar Entertainment Ventures Private Limited#	287.80	22-11-2024	130	Principal	Unpaid upto reporting
					date
My Stuff Logistics LLP#	800.00	22-11-2024	130	Principal
Veena Investments Private Lim i ted**	15,955.00	04-01-2025	87	Principal
Vistaar Entertainment Ventures Private Limited#	4.20	22-11-2023	496	Interest
Vistaar Entertainment Ventures Private Limited#	13.48	22-11-2024	130	Interest
My Stuff Logistics LLP#	86.40	22-11-2023	496	Interest
My Stuff Logistics LLP#	30.80	22-11-2024	130	Interest
Veena Investments Private Limited	1,385.27	31-12-2024	91	Interest

Delay is calculated upto 31 March 2025 # Considered doubtful of recovery and provided for.

**De l ay calculated from the date loan is recalled. Refer Note 44 to the financial statements.

Details of overdue principal amount of loan and overdue interest outstanding for more than 90 days are as under. The Company has taken reasonable steps for recovery of loans and interest receivables.

No. of cases	Principal amount overdue (Rs. in Lakhs)	Interest overdue (Rs. in Lakhs)	Remark
2	1,087.80	134.88	The Company has considered the principal and interest receivable as doubtful of recovery and hence provided for.
1	-	1385.27	The matter is under arbitration (Refer note 44 to the financial statements).

According to the information and explanations given to us and on the basis of examination of records, no loan granted by the Company which has fallen due during the year, has been renewed or extended or fresh loans granted to settle the overdue of existing loans given to the same parties.

The Company has not granted any loans or advances in the nature of loans either repayable on demand or without specifying any terms or period of repayment during the year. Hence, reporting under clause 3(iii)(f) of the Order is not applicable to the Company.

In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act, in respect of the loans given. The Company has not made any investment or provided any security or guarantee during the year.

The Company has not accepted any deposits or amounts which are deemed as deposits from the public within the meaning of Sections 73 to 76 of the Act. Hence, reporting under clause 3(v) of the Order is not applicable to the Company.

According to the information and explanations given to us, the requirement of maintenance of cost records prescribed by the Central Government under Section 148(1) of the Act is not applicable to the Company. Hence, reporting under clause 3(vi) of the Order is not applicable to the Company.

According to the records of the Company examined by us and information and explanations given to us:

a) Undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, goods and services tax, cess and other material statutory dues, as applicable, have generally been regularly deposited with the appropriate authorities except delay in certain cases. There are no undisputed amounts payable in respect of aforesaid statutory dues outstanding as at 31 March 2025, for a period of more than six months from the date they became payable.

b) Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on 31 March 2025, on account of disputes are given below:

Name of the Statute	Nature of the dues	Rs. in Lakhs	Paid under dispute (Rs. in Lakhs)	Period to which relate	Forum where dispute is pending
The Income Tax Act, 1961	Income Tax including interest	4,228.28	-	FY 2012-2013	The Commissioner of Income Tax (Appeals)
Goods and Service Tax Act	Goods and service tax, interest and penalty	217.54	9.71	FY 2017-2018	The Joint Commissioner of State Tax, Maharashtra
The Finance Act, 1994	Service Tax including penalty	176.41	8.82	April 2016 to June 2017	The Assistant Commissioner of CGST & C. Ex. Mumbai#
Goods and Service Tax Act	Goods and service tax, interest and penalty	68.95	-	FY 2018-2019	The Assistant Commissioner of State Tax, Mumbai@
Goods and Service Tax Act	Goods and service tax, interest and penalty	235.65	13.50	FY 2021-2022	State Appellant Authority, Maharashtra
Goods and Service Tax Act	Goods and service tax, interest and penalty	7.78	0.74	FY 2017-2018	The Additional /Joint Commissioner (Appeals), CGST& C. Ex. Jaipur

According to the records of the Company examined by us and the information and explanations given to us, there were no transactions related to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

(a) According to the records of the Company examined

by us and the information and explanations given to us, the Company does not have any loans or other borrowings and hence reporting under clause 3(ix) (c) of the Order is not applicable to the Company.

According to the information and explanations given to us and on the basis of our audit procedures, we report that the Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

In our opinion and according to the information and explanations given to us, the Company has not obtained any term loans during the year and hence, reporting under clause 3(ix)(c) of the Order is not applicable to the Company.

According to the information and explanations given to us, no short term funds have been raised during the year hence, reporting under clause 3(ix)(d) of the Order is not applicable to the Company.

According to the records of the Company examined by us, and information and explanations given to us, the Company does not have any subsidiaries, joint ventures or associates and hence, clause 3(ix)(e) and 3(ix)(f) of the Order are not applicable to the Company.

(a) In our opinion and according to the information and

explanations given to us, the Company has not raised any money by way of debt instruments through initial public offer or further public offer and hence, reporting under clause 3(x)(a) of the Order is not applicable to the Company.

(b) In our opinion and according to the information and explanations given to us the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or

optionally) and hence, reporting under clause 3(x)(b) of the Order is not applicable to the Company.

(a) During the course of our examination of the books

and records of the Company,carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company, noticed or reported during the year, nor have been informed of any such case by the Management.

During the year, no report under sub-section 12 of Section 143 of the Act has been filed in Form ADT-4 as prescribed under rule 13 of the Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report.

As represented to us by the management, there were no whistle blower complaints received by the Company during the year.

The Company is not a Nidhi Company and hence reporting under clause 3(xii) of the Order is not applicable to the Company.

According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act, where applicable, and details of such transactions have been disclosed in the financial statements as required by the applicable Indian Accounting Standards.

(a) During the year, internal audit has been carried out

by an independent firm of chartered accountants. In our opinion and according to the information and explanations given to us, the Company has an internal audit system commensurate with the size and nature of its business.

(b) The internal audit reports of the Company issued till date of our Audit Report for the period under audit have been considered by us.

According to the records of the Company examined by us,

and information and explanations given to us, the Company has not entered into non-cash transactions with directors or persons connected with them.

(a) In our opinion, the Company is not required to be

registered under Section 45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under clause 3(xvi)(a), (b) and (c) of the Order is not applicable to the Company.

(b) In our opinion, there is no core investment company within the Group (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016) and hence reporting under clause 3(xvi)(d) of the Order is not applicable to the Company.

According to the records of the Company examined by us and information and explanations given to us, the Company has not incurred cash losses in the current financial year and in the immediately preceding financial year.

There has been no resignation of the statutory auditors during the year and hence reporting under clause 3(xviii) of the Order is not applicable to the Company.

As referred to in Material uncertainty related to going concern paragraph of our main audit report and on the basis of the financial ratio disclosed in Note 45(iii) to the financial statements, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions and further as stated in Note 42 of the financial statements, there exists a material uncertainty that may cast significant doubt on the Companys capability of meeting its liabilities existing at the date of balance sheet, as and when they fall due within a period of one year from the balance sheet date.

We, further state that this is not an assurance as to the future viability of the Company and our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

According to the records of the Company examined by us, and information and explanations given to us, Section 135 of the Act is not applicable to the Company and hence, reporting under clause 3(xx)(a) and 3(xx)(b) of the Order is not applicable to the Company.

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

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (the Act) as referred to in paragraph 8(II)(h) under Report on other Legal and Regulatory requirements of our report of even date to the members of Diligent Media Corporation Limited on the financial statements for the year ended 31 March 2025

We have audited the internal financial controls over financial reporting of Diligent Media Corporation Limited (the Company) as of 31 March 2025 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the Guidance Note) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we

comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Companys assets that

could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as of 31 March 2025, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the Institute of Chartered Accountants of India.

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