Digicontent Limited — AGM Information 2023

Aug 25, 2023

25[th] August, 2023

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BSE Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400 001

National Stock Exchange of India Limited Exchange Plaza, 5[th] Floor, Plot No. C-1, Block G, Bandra-Kurla Complex, Bandra (E) Mumbai- 400 051

Scrip Code: 542685

Trading Symbol: DGCONTENT

Sub: Notice of 6[th] Annual General Meeting (AGM) of the Company and Annual Report for the Financial Year 2022-23 (FY-23)

This is to inform that the 6[th] AGM of the Company will be held on Tuesday, 19[th] September, 2023 at 11:00 AM (IST) through Video Conferencing/Other Audio-Visual Means.

In terms of Regulations 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing the following:

1. Notice convening the 6[th] AGM of the Company; and

2. Annual Report of the Company for FY-23

The aforesaid documents are also hosted on the website of the Company viz. www.digicontent.co.in and are being dispatched to all eligible Members whose e-mail id is registered with the Company/ Depository Participants/ Registrar & Share Transfer Agent.

We request you to take the above information on record.

Thanking you,

Yours faithfully,

For Digicontent Limited

[

Arjit Digitally signed by Arjit Gupta Date: 2023.08.25 Gupta 21:11:28 +05'30' (Arjit Gupta) Company Secretary

Encl.: As above

CIN: L74999DL2017PLC322147

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Registered Office: Hindustan Times House (2[nd] Floor), 18-20, Kasturba Gandhi Marg, New Delhi - 110 001 Ph.: +91-11-6656 1234; Fax: +91-11-6656 1270

E-mail: investor@digicontent.co.in; website: www.digicontent.co.in

TH NOTICE OF 6 ANNUAL GENERAL MEETING

NOTICE is hereby given that the Sixth Annual General Meeting (fourth post listing of equity shares) of Members of Digicontent Limited will be held on Tuesday , September 19, 2023 at 11:00 A.M. (IST) through Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM”), to transact the following business:

ORDINARY BUSINESS

ITEM NO. 1

To receive, consider and adopt:

• a) the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2023 together with the Reports of the Board of Directors and Auditors thereon; and

• b) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2023 together with the Report of the Auditors thereon.

ITEM NO. 2

To appoint Mr. Priyavrat Bhartia (DIN: 00020603) as a Director, who retires by rotation, and being eligible, offers himself for re-appointment.

SPECIAL BUSINESS

ITEM NO. 3

To re-appoint Ms. Suchitra Rajendra (DIN: 07962214) as an Independent Director, not liable to retire by rotation

To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Companies Act, 2013 (‘the Act’) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 17 and any other applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) (in each case including any statutory

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modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force) and the Articles of Association of the Company, Ms. Suchitra Rajendra (DIN: 07962214), who was appointed as an Independent Director of the Company at the 3[rd] Annual General Meeting of the Company and who holds office up to March 31, 2024 and who is eligible for re-appointment and meets the criteria for independence as provided under Section 149(6) of the Act along with the rules framed thereunder and Regulation 16(1)(b) of SEBI Listing Regulations and has submitted a declaration to that effect and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act proposing her candidature for the office of Director and based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company, be and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of 5 (five) consecutive years commencing from April 1, 2024 to March 31, 2029.

RESOLVED FURTHER THAT for the purpose of giving effect to the foregoing resolution, the Board of Directors be and are hereby authorised to do all such acts, matters, deeds and things, as it may in its absolute discretion deem necessary, expedient, proper or desirable and to settle any question, difficulty or doubt that may arise in respect of aforesaid resolution, without being required to seek any further consent or approval of Members of the Company. ”

Place: New Delhi Date: August 20, 2023

By Order of the Board For Digicontent Limited

(Arjit Gupta) Company Secretary

NOTES:

1. Pursuant to circulars bearing no. 20/2020 dated May 5, 2020, 02/2021 dated January 13, 2021, 19/2021 dated December 8, 2021, 21/2021 dated December 14, 2021, 02/2022 dated May 5, 2022, and 10/2022 dated December 28, 2022 (‘MCA Circulars’) and circular dated May 12, 2020,January 15, 2021, May 13, 2022, and January 5, 2023 issued by Securities and Exchange Board of India (‘SEBI Circulars’) and in compliance with the provisions of the Companies Act, 2013 (‘the Act’) and SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 (‘SEBI Listing Regulations’), the 6[th] AGM of the Company is being conducted through VC/OAVM facility, which does not require physical presence of Members at the venue of the Annual General Meeting (‘AGM’). Registered Office of the Company shall be deemed to be the venue of this AGM.

2. Since the ensuing AGM is being held pursuant to the MCA and SEBI Circulars through VC/OAVM which does not require physical attendance of Members at the AGM, the facility to appoint proxy by the Members will not be available for this AGM and therefore, Proxy Form and Attendance Slip are not annexed to this Notice.

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1. Since AGM will be held through VC/OAVM, the Route Map is not required and hence, not annexed to this Notice.

2. The Explanatory Statement as required under section 102 of the Act is annexed hereto.

3. Members are requested to carefully read “The instructions for Members for remote e-voting and joining Annual General Meeting” given below in this Notice.

4. Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

5. Members of the Company under the category of Institutional Investors are encouraged to attend and vote at the AGM through VC/ OAVM facility. Institutional/ Corporate Shareholders (i.e. other than individuals/HUF, NRI, etc.) are required to send a certified scanned copy (PDF/ JPG Format) of its Board or governing body Resolution/authorization etc., authorizing their representative to attend the AGM through VC/OAVM on their behalf and to vote via. e-voting during the meeting (venue voting) . The said resolution/authorization together with attested specimen signature(s) of the duly authorized representative(s), shall be sent by e-mail to the Scrutinizer at e-mail id: sanketjaincs@gmail.com with a copy marked to evoting@nsdl.co.in . Institutional/Corporate Shareholders can also upload their Board Resolution / Power of Attorney / Authority Letter etc. by clicking on "Upload Board Resolution / Authority Letter" displayed under "e-voting" tab in their login.

6. Pursuant to the provisions of Regulation 36 of SEBI Listing Regulations and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, details of Directors seeking appointment/re-appointment at this AGM, are given as Annexure A to this notice.

7. All investor related communication may be addressed to Kfin Technologies Limited (Kfin/ RTA) at the following address:

Kfin Technologies Limited Unit: Digicontent Limited Selenium Building, Tower B Plot No. 31 & 32, Financial District, Nanakramguda, Serilingampally Hyderabad, Rangareddy, Telangana, India – 500032 Toll Free No. : 1800-309-4001

WhatsApp Number: +91-9100094099 KPRISM (Mobile Application): https://kprism.kfintech.com/ E-mail id: einward.ris@kfintech.com

Corporate Website: https://www.kfintech.com Website: https://ris.kfintech.com Investor Support Centre (DIY Link): https://ris.kfintech.com/clientservices/isc

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1. In compliance with above mentioned MCA and SEBI circulars, the Notice calling this AGM along with the Annual Report for FY-23 is being sent only by electronic mode to those Members whose e-mail addresses are registered with the Depository Participants or the Company’s RTA. Additionally, hard copies of Notice and Annual Report for FY-23 are also being send to only those Members who have requested for the same. Members may kindly note that the Notice of AGM and Annual Report for FY-23 will also be available on the Company’s website viz. www.digicontent.co.in and website of the stock exchanges i.e. BSE Limited and National Stock Exchange of India Limited ( www.bseindia.com and www.nseindia.com ) respectively and the website of National Securities Depository Limited (NSDL) at www.evoting.nsdl.com .

2. Members holding shares in physical form can avail the facility of nomination on their shareholding pursuant to the provisions of Section 72 of the Act and for the same, they are advised to send their nomination in the prescribed Form No. SH-13 to Kfin at the above mentioned address. Members holding shares in electronic form may contact their respective Depository Participants for availing this facility. The Members may also visit Company’s website viz. https://www.digicontent.co.in/?page_id=129 and website of RTA viz. https://ris.kfintech.com/clientservices/isc/default.aspx#isc_download_hrd for downloading Form SH-13 and other Nomination and KYC related documents.

3. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.

4. SEBI has mandated submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic mode are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. However, Members holding shares in physical mode can submit their PAN to the Company/Kfin.

5. SEBI vide its Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/8 dated January 25, 2022 has mandated the listed companies to issue securities in demat form only, while processing service requests viz. Issue of duplicate securities certificate; claim from Unclaimed Suspense Account; Renewal/ Exchange of securities certificate; Endorsement; Sub-division/Splitting of securities certificate; Consolidation of securities certificates/folios; Transmission and Transposition. Accordingly, Members are requested to make service requests by submitting a duly filled and signed Form No. ISR-4, the format of which is available on the Company’s website under the weblink at https://www.digicontent.co.in/wp-content/uploads/2023/03/Form-ISR-4.pdf and on the website of the Company’s RTA at https://ris.kfintech.com/clientservices/isc/default.aspx#isc_download_hrd . It may be noted that any service request can be processed only after the folio is KYC compliant.

6. Pursuant to recent SEBI Circular no. SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023, SEBI has mandated all listed companies to record PAN, Nomination, Contact details, Bank A/c details and Specimen signature for their corresponding folio numbers of holders of physical securities.

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The folios wherein any one of the cited documents/details is not available on or after October 1, 2023, such folios shall be frozen by the RTA. Folios remaining frozen till December 31, 2025, will be referred by the RTA/the Company to the administering authority under the Benami Transactions (Prohibitions) Act, 1988 and/or Prevention of Money Laundering Act, 2002.

A communication, in this regard, was also sent, through post, to the Members holding shares in physical mode. Members are further requested to quote their folio numbers/Client ID/DP ID in all correspondence with Company or the RTA.

1. Members holding shares in physical form in identical order of names in more than one folio are requested to send to the Company or RTA, details of such folios together with the share certificates and KYC proof(s) viz. PAN, Aadhar etc. for consolidating their holding in one folio.

2. Members are requested to send their queries, if any, on the financial statements/operations of the Company, via e-mail to the Company Secretary at investor@digicontent.co.in , atleast 7 days before the AGM, so that the information can be compiled in advance.

3. The documents referred to in this Notice are available for inspection electronically without any fee by the Members on all business days (except Saturday, Sunday and Public Holidays) upto the date of AGM. The Register of Directors, Key Managerial Personnel and their shareholding maintained under Section 170 of the Act and the Register of Contracts and Arrangements, in which Directors are interested, maintained under Section 189 of the Act, will be available for inspection electronically by the members during the AGM. Members seeking to inspect such documents may send request from their e-mail id registered with the Company/RTA, to the Company at investor@digicontent.co.in .

4. Pursuant to the provisions of Section 108 of the Act read with the Rule 20 of the Companies (Management and Administration) Rules, 2014 & the MCA Circulars and Regulation 44 of SEBI Listing Regulations, the Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with NSDL for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-voting system as well as venue voting on the date of the AGM will be provided by NSDL.

5. The remote e-voting facility will be available during the following period:

Commencement of remote e-voting	From 9.00 a.m. (Server time) on September 15, 2023 (Friday)
End of remote e-voting	Up to 5.00 p.m. (Server time) on September 18, 2023 (Monday)

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Remote e-voting will not be allowed beyond the aforesaid date and time and the remote e-voting module shall be forthwith disabled by NSDL upon expiry of aforesaid period.

1. Persons whose name appears in the Register of Member/list of Beneficial Owners as on Tuesday, September 12, 2023 (Cut-off date) shall be entitled to cast their vote by remote e-voting on the resolutions set forth in this Notice or participating at the AGM and venue voting. Any person who is not a Member as on the Cut-off date should treat this Notice for information purpose only.

2. The Board of Directors has appointed Mr. Sanket Jain, Company Secretary-inPractice (C.P. No. 12583) or failing him Mr. N. C. Khanna, Company Secretary in practice (C.P. No. 5143) as Scrutinizer to scrutinize the remote e-voting and venue voting process in a fair and transparent manner and they have communicated their willingness to get appointed and will be available for the said purpose.

3. After conclusion of e-voting at the AGM, Scrutinizer will scrutinize the votes cast during remote e-voting and venue voting, and make a consolidated Scrutinizer’s Report for submission to the Chairman or any other person authorized by him.

4. The result of e-voting (remote e-voting and venue voting) will be declared within two working days of the conclusion of AGM and the same, along with the consolidated Scrutinizer’s Report, will be placed on Company’s website viz . www.digicontent.co.in and on the website of NSDL viz. www.evoting.nsdl.com . The result will be simultaneously communicated to the stock exchanges viz. BSE Limited, National Stock Exchange of India Limited, NSDL and Central Depository Services (India) Limited. The Company will also display the result at its Registered Office.

5. The resolutions as set out in the notice of AGM shall be deemed to be passed on the date of AGM, subject to receipt of requisite number of votes in favour of the resolution(s).

6. Any person holding shares in physical form, and non-individual Members who acquire shares of the Company and become Members of the Company after the Notice is sent and holding shares as of the cut-off date, i.e. Tuesday, September 12, 2023 , may obtain the login ID and password by sending a request at evoting@nsdl.co.in . However, if he / she is already registered for remote e-voting, then he / she can use his / her existing user ID and password for casting the vote.

In case of individual Members holding securities in demat mode, who acquire shares of the Company and become Members of the Company after the Notice is sent and holding shares as of the cut-off date i.e. Tuesday, September 12, 2023 , may follow steps as below.

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THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING AND JOINING ANNUAL GENERAL MEETING ARE AS UNDER:

The way to vote electronically on NSDL e-voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e voting system

- A) Login method for e voting and joining virtual meeting for Individual Members holding securities in demat mode

In terms of SEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-voting facility provided by Listed Companies, Individual Members holding securities in demat mode are allowed to vote through their demat account maintained with Depository Participants. Members are advised to update their mobile number and e-mail id in their demat accounts in order to access e-voting facility.

The login method for Individual Members holding securities in demat mode for e-voting and joining virtual meeting is given below:

Type of Members

Login Method

Individual Members holding securities in demat mode with NSDL

1. ExistingIDeASuser can visit the e-Services website of NSDL viz. https://eservices.nsdl.comeither on a Personal Computer or on a mobile. On the e-Services home page click on the “Beneficial Owner”icon under“Login”which is available under‘IDeAS’ section, this will prompt you to enter your existing User ID and Password. After successful authentication, you will be able to see e-voting services under Value added services. Click on“Access to e-voting”under e-voting services and you will be able to see e-voting page. Click on company name ore-voting service provider i.e. NSDLand you will be re-directed to e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting. 2. If you are not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Alternatively, the user can visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP(One Time Password)and a

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Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting page. Click on company name or e-voting service provider i.e. NSDLand you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting. 4. Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

Individual Members holding securities in demat mode with CDSL

1. Users who have opted forCDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-voting page without any further authentication. The users to loginEasi /Easiestare requested to visit CDSL website www.cdslindia.comand click on login icon & New System Myeasi Tab and then use your existing my easi username & password. 2. After successful login the Easi / Easiest user will be able to see the e-voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-voting page of the e-voting service provider for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting. Additionally, there are also links provided to access the system of all e-voting Service Providers, so that the user can visit the e-voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-voting page by providing Demat Account Number and PAN No. from e-voting link available on www.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & e-mail as recorded in the Demat Account. After successful authentication, user will be able to see the e-voting option where the e-voting is in progress and also able to directlyaccess the system of all e-votingService Providers.

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	Individual Members (holding securities in demat mode) login through their Depository Participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-voting facility. upon logging in, you will be able to see e-voting option. Click on e-voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting feature. Click on company name or e-voting service provider i.e., NSDL and you will be redirected to e-voting website of NSDL for casting your vote during the remote e-voting period or joining virtual meeting& votingduringthe meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Members holding securities in demat mode for any technical issues related to login through Depository i.e., NSDL and CDSL.

**Login type **	Helpdesk details
Individual Members holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.inor call at022 - 4886 7000and 022 - 2499 7000
Individual Members holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.comor contact at toll free no. 1800-22-55 33

- B) Login Method for e voting and joining virtual meeting for Members other than Individual Members holding securities in demat mode and Members holding securities in physical mode

The login method for Members other than Individual Members holding securities in demat mode and Members holding securities in physical mode for e-voting and joining virtual meeting is given below:

1. Visit the e-voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-voting and you can proceed to Step 2 i.e. Cast your vote electronically.

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1. Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

1. Password details for Members other than Individual Members are given below:

2. a) If you are already registered for e-voting, then you can use your existing password to login and cast your vote.

3. b) If you are using NSDL e-voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • (i) If your e-mail id is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your e-mail id. Trace the e-mail sent to you from NSDL from your mailbox. Open the e-mail and open the attachment i.e. a pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • (ii) If your e-mail id is not registered, please follow steps mentioned below in process for those Members whose e-mail ids are not registered.

5. If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

6. a) Click on “ Forgot User Details/Password ?”(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

7. b) “ Physical User Reset Password ?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

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• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

• d) Members can also use the OTP based login for casting the votes on the e-voting system of NSDL.

• After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

• Now, you will have to click on “Login” button.

• After you click on the “Login” button, Home page of e-voting will open.

- Step 2: Cast your vote electronically and join General Meeting on NSDL e voting system

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join Meeting”.

3. Now you are ready for e-voting as the Voting page opens. 4. Cast your vote by selecting appropriate options i.e., assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

4. Upon confirmation, the message “Vote cast successfully” will be displayed. 6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

5. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for Members

1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

2. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Members and e-voting user manual for Members available at the download section of www.evoting.nsdl.com or call on.: 022 - 4886 7000 and 022 - 2499 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager (NSDL) at pallavid@nsdl.co.in

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Process for those Members whose e-mail ids are not registered with the depositories/RTA for procuring user id and password and registration of e-mail ids for e-voting for the resolutions set out in this notice :

1. Members holding shares in physical form and who have not registered/updated their KYC details including e-mail address with the Company or RTA, may register/update such details by submitting the details in the relevant forms, along with the supporting documents, at the following link https://ris.kfintech.com/clientservices/isc/default.aspx#isc_download_hrd

or by downloading the relevant forms from the said link and sending them along with details like name, folio number, scanned copy of the share certificate (front and back) and self-attested scanned copy of PAN and Aadhar Card, either in writing to KFin Technologies Limited, Unit: Digicontent Limited , Selenium Building, Tower B, Plot No. 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddy, Telangana, India – 500 032 or by sending e-mail to einward.ris@kfintech.com .

1. Members holding shares in dematerialised mode and have not registered/updated their e-mail address, can register/update their e-mail address with the Depository Participants where they maintain their demat accounts.

If you are an Individual Members holding securities in demat mode, you are requested to - refer to the login method explained at Step 1 (A ) i.e. Login method for e voting and joining virtual meeting for Individual Members holding securities in demat mode .

1. Alternatively, Members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

THE INSTRUCTIONS FOR MEMBERS FOR E-VOTING ON THE DAY OF THE AGM ARE AS UNDER:

1. The procedure for e-voting on the day of the AGM is explained at Step 1 i.e. Access to NSDL e-voting system .

2. Only those Members, who will be present in the AGM through VC/OAVM facility and have not cast their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting at AGM i.e. venue voting.

3. Members who have voted through remote e-voting will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM.

4. The details of the person who may be contacted for any grievances connected with the facility for e-voting on the day of the AGM are given below:

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Ms. Pallavi Mhatre, Senior Manager (NSDL) Address: National Securities Depository Limited,

Trade World, A wing, 4th Floor, Kamala Mills Compound, Lower Parel, Mumbai – 400013

E-mail id: pallavid@nsdl.co.in Contact No.: 022 - 4886 7000 or 022 - 2499 7000

THE INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGH VC/OAVM

ARE AS UNDER:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-voting system. Members may follow the Step 1 mentioned above i.e. Access to NSDL e-voting system . After successful login, you can see link of “VC/OAVM” placed under “Join meeting” menu against company name. You are requested to click on VC/OAVM link placed under Join Meeting menu. The link for VC/OAVM will be available in Shareholder/Member login where the EVEN of Company will be displayed. Please note that the members who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned above in the notice to avoid last minute rush.

2. Members are encouraged to join the Meeting through laptops for better experience.

3. Members will be required to use Internet with good speed to avoid any disturbance during the meeting. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

4. Members who would like to express their views/have questions may send their questions in advance mentioning their name demat account number/folio number, e-mail id, mobile number at investor@digicontent.co.in . The same will be replied by the company suitably.

5. Members who would like to express their views or ask questions during the AGM may pre-register themselves as a speaker by sending their request from their registered e-mail address mentioning their name, DP ID and Client ID/folio number, PAN, mobile number at investor@digicontent.co.in between September 13, 2023 (9:00 a.m. IST) to September 15, 2023 (5:00 p.m. IST) . Only those Members who have registered themselves as speaker will be allowed to express their views or ask questions at the AGM. The Company reserves the right to restrict the number of questions and speakers, depending upon availability of time as appropriate for smooth conduct of the AGM. Members are requested to wait for their turn during the Question-and-Answer Session. Due to inherent limitation of transmission and coordination during the AGM, the Company may have to dispense with or curtail the Question-and-Answer Session. Hence, Members are encouraged to get themselves registered in advance to ask questions/queries etc. at the AGM.

13

STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 3

The Members of the Company at the 3[rd] Annual General Meeting (‘AGM’) held on August 25, 2020, approved the appointment of Ms. Suchitra Rajendra (DIN: 07962214) as an Independent Director of the Company with effect from April 18, 2019 upto March 31, 2024.

In accordance with the provision of Section 149(10) of the Companies Act, 2013 (‘the Act’), Ms. Rajendra is eligible to be re-appointed as an Independent Director for the second term of 5 (five) consecutive years commencing from April 1, 2024 to March 31, 2029.

Keeping in view of her knowledge, acumen, expertise, experience, positive attributes, substantial contribution and performance evaluation during her current tenure, the Board of Directors of the Company at its meeting held on May 17, 2023, upon due recommendation of the Nomination and Remuneration Committee (‘NRC’), considered and approved the re-appointment of Ms. Rajendra as an Independent Director, not liable to retire by rotation, for the second term of 5 (five) consecutive years commencing from April 1, 2024 to March 31, 2029, subject to the approval of Members of the Company.

Further, the NRC and Board of Directors also considered that her continued association would be of immense benefit to the Company and it is desirable to avail services of Ms. Rajendra as an Independent Director. Ms. Rajendra would further bring with her experience & knowledge of entertainment and digital innovation industry, skills in general management, information technology and problem-solving skills, among others, as being key requirement for her role.

Accordingly, the item for re-appointment of Ms. Rajendra as an Independent Director is being proposed for approval of the Members at this Annual General Meeting.

Brief Profile of Ms. Suchitra Rajendra is given below:

Ms. Suchitra Rajendra has over 25 years of rich experience in HR domain in India, Asia Pac and Australia in a variety of sectors ranging from not for profit to consulting to FMCG. She has both line HR consulting and strategic HR experience.

Currently, she is the CEO and Founder of QED HR - a boutique HR consulting services provider, and an executive coach. She advises organisations across geographies on their HR strategy, leadership development and building an inclusive culture. Prior to this she was the Country Head India and VP Global HR COO for Colt Technologies Services. She was responsible for overall country management, defining the country agenda and enabling all functions to deliver the India organization strategy. She was also responsible for developing the talent strategy and enabling the right culture.

Prior to this, she was Vice President and CHRO for PepsiCo (India Region), responsible for talent strategy, organization design and building the right culture to drive sustainable business growth. She is recipient of multiple awards and recognized across the industry. She has a Post Graduate degree in HR from XLRI Jamshedpur. She is a speaker at various national and international forums.

14

The Company has received a Notice from a Member in writing under Section 160(1) of the Act proposing her candidature for the office of Director.

The Company has also received from Ms. Rajendra her consent along with other relevant disclosures including declarations that she is not disqualified to act as Director in terms of provisions of the Act and that she meets the criteria of independence as provided under Section 149(6) of the Act along with rules framed thereunder and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) . In the opinion of the Board, Ms. Rajendra is a person of integrity and fulfils the conditions specified in the Act & SEBI Listing Regulations related to her appointment as an Independent Director of the Company. Ms. Rajendra is independent of the management of the Company and is not debarred from holding the office of Director by virtue of any SEBI Order or any other such authority. She has successfully registered herself in the Independent Director’s data bank maintained by the Indian Institute of Corporate Affairs.

The details pursuant to Regulation 36 of SEBI Listing Regulations and Secretarial Standard on General Meetings (SS-2) are provided in Annexure A to this Notice.

The electronic copy of the draft letter for appointment of Ms. Rajendra as an Independent Director setting out the terms and conditions will be available on the website of the Company at www.digicontent.co.in.

Except Ms. Rajendra, being an appointee, none of the Directors and Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution set out at Item No. 3 of the Notice. Ms. Rajendra is not related to any Director or Key Managerial Personnel of the Company. As an Independent Director, Ms. Rajendra will be entitled to sitting fees for attending meeting(s) of the Board of Directors or Committee(s) thereof or for any other purpose, whatsoever as may be decided by the Board of Directors of the Company in accordance with the provisions of the Act and rules made thereunder. While the Company currently is not paying any commission to Directors, she is also entitled to remuneration by way of profit-based commission, subject to provisions of the Act and in accordance with Remuneration Policy of the Company.

The NRC and Board of Directors recommend the resolution set out under Item no. 3 of the Notice for approval of the Members by way of a Special Resolution.

Place: New Delhi Date: August 20, 2023

By Order of the Board For Digicontent Limited

(Arjit Gupta) Company Secretary

15

Annexure A (Annexure to Item No. 2 & 3)

Details of the Director pursuant to the provisions of Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard - on General Meetings (SS 2) issued by the Institute of Company Secretaries of India, as applicable

Name of Director	Mr. Priyavrat Bhartia (Non-Executive Director)	Ms. Suchitra Rajendra (Independent Director)
Age	46years	55 Years
Brief resume	Refer Website of the Company_viz._ www.digicontent.co.in
Relationship with other Directors_inter-se_and Key Managerial Personnel	None	None
Date of Appointment	August 14, 2017	April 18, 2019
Expertise in specific functional areas	General Management, Strategic Planning and Business Development	Human Resource Development
Qualification	MBA (Stanford University, USA)	PG Diploma - HR (XLRI - Jamshedpur)
Terms and conditions of appointment/ re-appointment	Non-Executive Non-Independent Director, liable to retire by rotation	Independent Director, not liable to retire by rotation
No. of Equity Shares of Rs.2/- each held in the Company or on behalf of any other person on beneficial basis	1 (One) equity share jointly held with The Hindustan Times Limited	Nil
Remuneration last drawn (including sitting fee during FY-23) (Rs. in lacs)	NIL	7.50 (Director’s Sitting Fee)
Remuneration proposed to be paid	In accordance with the Remuneration Policy of the Company	In accordance with the Remuneration Policy of the Company

16

Directorship held in other companies (along with listed entities from which the person has resigned in the past three years) {excluding foreign companies}#	HT Media Limited (Listed) Jubilant Industries Limited (Listed) Jubilant Pharmova Limited (Listed) Jubilant Ingrevia Limited (Listed)  Hindustan Media Ventures Limited (Listed) The Hindustan Times Limited  Jubilant Realty Private Limited Jubilant Agri & Consumer Products Limited Earthstone Holding (Two) Private Limited SSBPB Investment Holding Private Limited SPB Trustee Company Private Limited SSP Trustee Company Private Limited Jubilant Enpro Private Limited PSB Trustee Company Private Limited ARS Trustee Company Private Limited SB Trusteeship Services Private Limited Below are the details of the Company wherein, director has resigned in the past three years: Jubilant Stock Holding Private Limited (Amalgamated)	Next Mediaworks Limited (Listed) Next Radio Limited HT Digital Streams Limited Below are the details of the Company wherein, director has resigned in the past three years: Colt Technology Services India Private Limited

17

List of the Committees of Board of Directors (across all companies) in which Chairmanship/ Membership is held*#	HT Media Limited i)Stakeholders’ Relationship Committee- Member The Hindustan Times Limited i) Audit Committee- Member Jubilant Industries Limited i) Stakeholders’ Relationship Committee- Member Hindustan Media Ventures Limited i) Stakeholders’ Relationship Committee - Member Jubilant Pharmova Limited i) Audit Committee- Member )	Next Mediaworks Limited i) Audit Committee- Member ii) Stakeholders’ Relationship Committee- Member Next Radio Limited i) Audit Committee- Member Digicontent Limited i) Audit Committee- Member ii) Stakeholders’ Relationship Committee - Chairperson
No. of Board Meetings attended during FY- 23	1	4

# As per latest disclosure received from the Director.

*In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, only two Committees viz. Audit Committee and Stakeholders’ Relationship Committee have been considered.

18

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LEADING THE DIGITAL REVOLUTION ANNUAL REPORT 2022-2023

CORPORATE INFORMATION

Board of Directors

Mr. Priyavrat Bhartia Chairman (Non-Executive Director)

Mr. Vivek Mehra Independent Director

Ms. Suchitra Rajendra Independent Director

Mr. Lloyd Mathias Independent Director

Mr. Praveen Someshwar Non-Executive Director

Mr. Samudra Bhattacharya Non-Executive Director

Chief Executive Officer

Mr. Puneet Jain

Chief Financial Officer

Mr. Ajay Sivaraman Nair

Company Secretary

Mr. Arjit Gupta

Statutory Auditor

B S R and Associates, Chartered Accountants

Registered Office

Hindustan Times House, 2[nd] Floor, 18-20, Kasturba Gandhi Marg, New Delhi – 110001 Tel: +91-11-6656 1234 Fax: +91-11-6656 1270 E-mail: investor@digicontent.co.in Website: www.digicontent.co.in

Registrar and Share Transfer Agent

KFin Technologies Limited Selenium Building, Tower B, Plot No. 31 & 32, Financial District, Nanakramguda, Serilingampally Hyderabad, Rangareddy, Telangana, India -500032

Toll Free No. : 1800-309-4001 Email : einward.ris@kfintech.com Website : https://www.kfintech.com

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To view the report online, please log on to: www.digicontent.co.in

Contents

Corporate OVERVIEW

Statutory REPORTS

Financial STATEMENTS

01 About Us

02 Management Discussion 41 Standalone Financials and Analysis 10 Board’s Report 94 Consolidated Financials 26 Report on Corporate Governance

Cautionary Statements

Certain statements in the MDA section concerning future prospects may be forward- looking statements which involve a number of underlying identified / non-identified risks and uncertainties that could cause actual results to differ materially. In addition to the changes in the macro-environment, ongoing global conflicts may pose unforeseen, unprecedented, unascertainable and constantly evolving risk(s), inter-alia, to the Company and the environment in which it operates. The results of these assumptions, relying on available internal and external information, constitute the basis for determining certain facts and figures stated in the report. Since the factors underlying these assumptions are subject to change over time, the estimates on which they are based, are also subject to change accordingly. These forward looking statements represent only the Company’s current intentions, beliefs or expectations, and any forward-looking statement speaks only as of the date on which it was made. The Company assumes no obligation to revise or update any forward-looking statements, whether as a result of new information, future events, or otherwise.

Disclaimer: All data used in the MD&A have been taken from publicly available sources, and discrepancies, if any, are incidental and unintentional.

01

Digicontent Limited

ABOUT US

Digicontent Limited (DCL) boasts a robust portfolio of product offerings tailored to the dynamic digital news and media sector. We specialize in content sourcing and play an instrumental role in disseminating news, information, and entertainment across various digital platforms. DCL manages content and advertising for notable English, Hindi and Business news websites like Hindustan Times, Hindustan and Mint, as well as their associated mobile applications. Our digital offerings also span vernacular news in multiple Indian languages, and we have a presence in the entertainment and innovative digital segments that focus on niche interest cohorts. Our commitment to innovation and excellence positions us to capitalize on emerging trends, and our focus remains on delivering enriching digital experiences to a growing global audience.

Key Brands

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02

Digicontent Limited

Annual Report 2022-23

MANAGEMENT DISCUSSION AND ANALYSIS

Indian Economy

The National Statistical Office (NSO) of India projects a GDP growth of 7.2% for the (fiscal year) FY 2022-23, predominantly fuelled by private consumption and investment. This momentum is further reinforced by strategic government policies, enhanced labour market conditions, and rising consumer confidence.

However, the inflation rate has remained tenaciously high, projected at around 6.5%-6.7% for FY 2022-23, largely due to global macroeconomic influences. Despite these challenges, India's growth rate of 7.2% for FY 2022-23 exceeds the projections from both the Reserve Bank of India (RBI) and the World Bank, solidifying India's position as one of the fastestgrowing economies.

Looking to the future, optimistic outlooks are projected for the manufacturing, services, and agricultural sectors, which are set

to boost domestic consumption further. The enhancement of business and consumer confidence, coupled with accelerated credit expansion, are poised to play crucial roles in supporting economic growth. Government initiatives, such as financial inclusion policies, rural demand stimulus, the 'Make in India' campaign, and support for start-ups are expected to generate significant job opportunities. This, in turn, is likely to increase disposable income, thereby stimulating consumer demand.

In terms of corporate debt, India stands in contrast to many countries with a lower debt-to-GDP ratio, underscoring the resilience of its corporate sector. This robust debt profile has played an instrumental role in preserving India's overall macroeconomic stability.

Source: MOSPI, RBI, World Bank, IMF

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India’s Real GDP Growth (%)
25.0%
21.6%
20.0%
13.1%
15.0%
10.0% 5.1% 4.3% 3.3% 2.9% 9.1% 5.2% 4.0% 6.2% 4.5% 6.1%
5.0% 1.6% [3.4%]
0.0%
-5.7%
-5.0%
-10.0%
-15.0%
-20.0%
-23.4%
-25.0%
-30.0%
Q1 Q2 Q3 04 Q1 Q2 Q3 04 Q1 Q2 Q3 04 Q1 Q2 Q3 04
FY 19-20 FY 20-21 FY 21-22 FY 22-23
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Source: National Statistical Office (NSO), Ministry of Statistics & Programme Implementation (MOSPI)

Outlook

India's economic recovery following the pandemic is progressing led by vigorous domestic demand and enhanced capital investments. The Economic Survey projects a baseline GDP growth of 6.5% for FY 2023-24. This positive projection is rooted in supportive credit provisions, favourable investment cycles and the widespread adoption of public digital platforms.

Government initiatives such as industry-focused and productionlinked programs are expected to stimulate manufacturing output. Simultaneously, the increasing digitization of industries is set to propel the services sector, and continuous innovation to invigorate the agricultural sector. With energy costs under control and international supply chains reopening, inflation is projected to decline, providing an additional boost for growth.

03

Statutory Reports

Financial Statements

The improving financial health of businesses and the banking sector sets the stage for accelerated growth in FY 2023-24, facilitated by robust loan distribution and capital investments. The decreasing urban unemployment rate, alongside the rise in Employee Provident Fund registrations, too suggests that private consumption and capital formation will serve as key contributors to India's economic advancement in FY 2023-24.

The video Over-The-Top (OTT) segment is anticipated to become increasingly prominent in the creation, distribution, and promotion of entertainment media content. OTT streaming platforms persist in offering a wide range of highquality and specialized content for audiences.

Outlook

Source: MOSPI, RBI, World Bank, IMF

Indian Media and Entertainment Industry

In the calendar year (CY) 2022, the Indian media and entertainment (M&E) industry demonstrated a remarkable recovery from the impact of the pandemic experienced in previous years, returning to its growth trajectory from before the pandemic. The sector saw significant expansion, increasing by INR 348 billion—a growth of 19.9%—to reach a total of INR 2.1 trillion. This figure exceeds its pre-pandemic levels from CY 2019 by 10%.

Despite the evolving landscape, television continues to dominate as the most significant component of the media and entertainment industry. Meanwhile, digital media has further consolidated its strong second position. Print media, experiencing a resurgence, has claimed the third spot. The filmed entertainment sector has also bounced back due to an increase in theatrical releases, surpassing online gaming to reclaim its fourth position. Traditional media—which includes television, print, filmed entertainment, out-of-home (OOH) advertising, music, and radio—accounted for 58% of the M&E sector's revenues in CY 2022. This statistic implies a shifting trend towards digital media and other emerging segments.

Looking forward to CY 2023, forecasts suggest that the Media & Entertainment (M&E) sector will grow by 11.5% to reach a value of INR 2.34 trillion. Moreover, the sector is expected to maintain a compound annual growth rate (CAGR) of 10.5%, rising to INR 2.83 trillion by CY 2025. This growth is likely to be largely fuelled by digital media, online gaming, and television, which are collectively projected to account for 65% of the growth. Other significant contributors will include animation and VFX (11%), live events (8%), and films (8%). By 2025, the number of daily active users of smart connected TVs is anticipated to exceed 40 million. Despite changes in the media landscape, print media remains a crucial component for effective brand building and reaching educated and affluent audiences.

In recent years, digital media has gained increasing popularity, driven by the widespread adoption of over-the-top (OTT) platforms, online gaming, e-commerce, e-learning, and online news platforms. This trend is expected to continue, with digital media projected to experience annual growth rates of 15% to 18% in the medium term.

Source: EY FICCI Report, 2023

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M&E Industry Segment-wise Growth: 2022 vs 2021 (%)
129%
140%
120%
86% 85%
100%
80%
60% 34%
27% 30% 29% 29%
40% 19%
10%
20% -1%
0%
-20%
Source: EY FICCI M&E Sector Report 2023
Television Print Music Digital Subscription Live Events Out of Home Filmed Entertainment Online Gaming Digital Advertising Animation and VFX Radio
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04

Digicontent Limited

Annual Report 2022-23

Digital Advertising

Digital advertising has emerged as a prominent pillar in the M&E (Media and Entertainment) industry, driven by rapid digital transformation and the increasing shift to online consumption of information and entertainment.

In the Indian market, overall advertising achieved a significant milestone in 2022, surpassing INR 1 trillion for the first time, with traditional media representing 52% and digital media representing the remaining 48% of all advertising.

Marketing professionals are leveraging unique digital strategies such as hyper-localized campaigns, programmatic and geo-targeted out-of-home efforts, one-to-one marketing, and behaviour-enriched cohorts to drive business outcomes. With a market share of 48% and an estimated value of INR 499 billion, digital advertising is the fastest-growing segment in the advertising landscape. Social media, online video, and paid search are the primary channels for digital ad spending.

Digital advertising is projected to grow at a 15% CAGR, with its share expected to increase from 48% in CY 2022 to 50% by CY 2023 and further to 54% by CY 2025; reaching INR 765 billion by CY 2025 and INR 1 trillion by CY 2027, fuelled by emerging industry themes and trends. Digital advertising is poised to surpass other segments in terms of growth.

Source: EY FICCI Report, 2023

Digital Ad spends

(INR billion)

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900
800 765
700
594
600
499
500
383
400
300
200
100
0
2021 2022 2023E 2025E
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Source: EY FICCI M&E Sector Report 2023

Digital Content

Digital content consumption in India has experienced significant growth, as internet penetration increased by 4% to reach 866 million by December 2022. The country has the 2[nd] largest broadband subscriber base in the world, surpassing 800 million subscriptions and trailing only behind China. The number of smartphone users reached 538 million in CY 2022. Social media with the rise in internet penetration has seen a massive surge in total online audience to cross 500 million in 2022.

In CY 2022, online news had a reach of 473 million unique users and by CY 2025, this online news reach is expected to grow to over 550 million with a majority of the audience being web-based traffic. This shows a penetration growth from around 55% of internet users to approx. 60% in the coming years.

Source: EY FICCI Report, 2023

Company Overview

Digicontent Limited (Digicontent or DCL), along with its wholly-owned subsidiary, maintains a strong and versatile portfolio of products that allows it to leverage emerging opportunities in the digital news and media space. The Company specializes in providing content sourcing services and plays a crucial role in distributing news, knowledge, information, entertainment, and general interest content through diverse digital and electronic media channels.

Digicontent manages news and media content, advertising time and space on renowned news websites including hindustantimes.com, livemint.com, and livehindustan.com along with popular mobile applications of these platforms. The Company’s digital offerings also encompass vernacular news and media across multiple Indian languages. Furthermore, the Company operates several ventures within the entertainment and new-age digital sectors.

Key Product Portfolio

Digital Content Business

The Company specializes in the creation, sourcing, and ownership of a diverse range of high-quality multimedia literary content, particularly in the digital media sphere. Additionally, the Company offers content sourcing services to news publishers in the form of news formats for newspaper editions, magazines, and supplements.

05

Statutory Reports

Financial Statements

hindustantimes.com

hindustantimes.com is one of India's leading English digital news and information websites, renowned for its delivery of unbiased news without sensationalism. It has earned a reputation as a trusted and reliable source in an era of widespread misinformation. With a robust network of journalists and a dedicated digital content team, hindustantimes.com swiftly transforms inputs into sharp and relevant stories. The website has experienced remarkable growth, improved its ranking and established itself as a reputable news source. With an extensive network of reporters hindustantimes.com ensures reliable and timely news updates. Its mobile-first design and innovative features, including infinite scroll, distinguish it from competitors. Furthermore, hindustantimes.com has expanded its content offerings to include videos, online stories, audio content, and more.

real-time content focused on trending macro-economic and commercials events around the globe. With its user-friendly interface, personalized service, and innovative mobile-first approach, livemint.com ensures users have access to the latest and most relevant content tailored to their specific needs.

The business news portal implemented initiatives to enhance the user experience, including bundled subscriptions with leading global media business publications, improvements to the app and web platform, and the use of artificial intelligence for personalized content. These efforts are aimed to provide users with a comprehensive and engaging experience on the platform.

Ranked No. 3

Business news site*

(*based on Mar’23 unique users as per Comscore)

Ranked No. 2

desimartini.com

English news site*

(*based on Mar’23 unique users as per Comscore)

livehindustan.com

livehindustan.com is a leading Hindi language news and information website. Powered by a strong digital content team, it delivers breaking and developing stories in real time, catering to the immediate news consumption needs of our audience. Its focus on hyper-local content ensures that it provides relevant information to its users. The website enhances user experience through smart interactive multimedia features. Exclusive multimedia content by the online editorial team is updated round the clock with the latest in breaking news action. livehindustan.com draws on the legacy strengths of its brand to serve credible, authentic content to its dedicated user base.

Ranked No. 5

Hindi news site*

(*based on Mar’23 unique users as per Comscore)

livemint.com

livemint.com, a prominent business news website in India, has established itself as an industry leader through its pioneering product innovation. The website provides extensive coverage of business news, curated by a proficient online news desk. livemint.com has achieved remarkable growth and success by employing a skilled online editorial team that generates

desimartini.com is an online platform renowned for its comprehensive movie reviews and ratings. It offers viewers access to the latest trailers, videos, songs, celebrity information, news updates, and movie release dates. The website is easily accessible through various platforms, including popular social media sites like Facebook and Twitter, as well as mobile apps.

Over time, desimartini.com has evolved from being a platform for audience reviews to becoming a leading source of information on Indian cinema, keeping audiences informed about the latest happenings in the entertainment world. The website continues to cater to the preferences of the new generation of users by offering content formats that resonate with the social media-savvy audience.

HT Auto

HT Auto is the go-to destination for complete and comprehensive coverage of the Indian and International automobile industry. With a careful balance between the latest news and insightful perspectives from this ever-evolving sector, HT Auto keeps readers informed with updates, reviews, insider information, and more. It has evolved into a comprehensive database of news, features, galleries, and videos. The platform provides extensive coverage of major events like the Beijing Auto Show, Munich International Motor Show, and Tokyo Motor Show, producing reports, galleries, and live blogs for significant unveils. On the back of the portal’s redesign last year, there has been positive growth in page views for the fiscal year.

06

Digicontent Limited

Annual Report 2022-23

HT Tech

HT Tech strives to provide a distinctive experience for users in the niche segment of tech news and information. The HT Tech YouTube channel is dedicated to producing and hosting up-to-date product insights, comparisons, and unboxing videos, which are widely shared on social media. The detailed "How To" stories have garnered significant engagement from HT Tech readers over the years. Furthermore, the portal’s notable redesign has been well received by its readers. Throughout the fiscal year, HT Tech has witnessed a steady growth in both users and page views.

HT Vernacular

HT Vernacular platforms offer a wide range of engaging content, contributing to the growth of regional language journalism in India. With a strong focus on regional content, it has gained popularity and become a leading source of news and information for diverse language readers. The Company is rapidly gaining footprints in the vernacular markets with strong foothold through HT Bangla and a strong start with HT Tamil, HT Telugu, HT Kannada and HT Marathi.

healthshots.com

healthshots.com is a one-stop shop unique health and wellness digital platform in India that focuses on holistic wellness and caters specifically to millennial women. It offers expert-backed content in both English and Hindi, covering a wide range of topics through features, videos, and podcasts. Health Shots aims to bridge the gap between women's wellness needs and the available online information by providing tailored, credible content in one convenient location for preventive health and wellness information.

Key holistic wellness initiatives undertaken include introduction of new sections and optimizing content, redesigning story pages for improved discoverability, launching features to encourage repeat users, making perpetual scroll enhancements, improving platform performance, and running social media campaigns for brand building through strategic partnerships with influencers and platforms like ‘SheThePeople’.

Subscription Business

In recent years, subscriptions have emerged as a crucial revenue model for news organizations. As digital media has gained prominence, traditional advertising revenue has been impacted, prompting publishers to seek innovative ways to monetize their content. Digital subscriptions offer news organizations a reliable and sustainable income stream while providing several advantages to readers.

The Company, transitioned from a hard paywalled content model to a user-level paywall model based on readers’ engagement, time spent on the platform, and the number of premium articles accessed. Additionally, the Company has established partnerships with global publications to provide users with global content.

Editorial Highlights

Throughout the year, the Company implemented various editorial initiatives across its product offerings. These initiatives included in-depth coverage of key themes, tracking developing stories, and providing multiple options for information consumption. As a result, there was a substantial increase in user traffic and page views across digital properties.

A significant focus during the fiscal year was placed on expanding video coverage of news and information to cater to the changing demographic. Additionally, a variety of daily, weekly, and thematic newsletters were launched, which have shown promising engagement among readers.

hindustantimes.com

During the year under review, hindustantimes.com successfully solidified its market position by emphasizing further on international markets, particularly the United States and Canada. This strategic focus resulted in a significant surge in website traffic. Furthermore, a dedicated AI newsroom tailored to the US traffic was established. This newsroom introduced new content categories such as Anime, Gaming, and US television coverage, providing an enriched and personalized experience for the US audience.

To enhance its editorial offerings, hindustantimes.com launched affiliate content across all HT sites, which experienced remarkable growth within a short period. Additionally, hindustantimes.com became the top publisher on YouTube among English language news video publishers, surpassing leading English TV channels in terms of views garnered.

livemint.com

In FY 2022-23, the platform experienced steady monthly active users and page views, driven by increasing interest in market-related news and analysis. Skilled journalists provided comprehensive and insightful coverage, making it a valuable resource for staying informed about global and national economics, commerce and business. livemint.com launched a dedicated microsite for the Union Budget 2023, featuring unique elements like business-related games to enhance user engagement. The microsite provided

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Statutory Reports

Financial Statements

comprehensive coverage of budget highlights across various sectors. Throughout the year, livemint.com delivered noteworthy exclusive news stories, including reports on the Adani-Hindenburg controversy, COVID-19 developments, LIC IPO updates, and the introduction of UPI Autopay for subscription-based purchases by Google Play. These stories garnered significant attention and contributed to the publication’s coverage of prominent events.

Inventory Turnover Ratio

Inventory Turnover ratio could not be ascertained as the Company does not hold inventory.

Interest Coverage Ratio

Interest Coverage ratio decreased to 0.2 times as on March 31, 2023, from 3.8 times on March 31, 2022, on account of decrease in EBIT level profitability.

livehindustan.com

Current Ratio

livehindustan.com continued to focus on creating multi-media content, especially through its web stories section, publishing 900+ stories in a month. This bolstered engagement and visibility on the platform with both users and pageviews seeing a jump. Similarly, the video play section also achieved impressive success, making it among the top publisher in its category on social media. Dedicated efforts on curating a multimedia offering of relevant news and information, connected well with the audience, expanding the platform’s digital footprint beyond its traditional reader base. The platform’s comprehensive coverage, insightful analysis, and timely reporting continues to be well received.

Financial Overview (Consolidated)

Revenue from Operations

The Company’s revenue from operations stood at INR 349 crore in FY 2022-23 posting a rise of 7.8% as compared to INR 324 crore in FY 2021-22.

Current ratio improved to 1.2 times in FY 2022-23, from 0.8 times in FY 2021-22, mainly on account of decrease in current liabilities as short-term borrowings saw a decline.

Debt Equity

Debt Equity ratio could not be ascertained for FY 2022-23 due to negative shareholder’s equity, as compared to 18.4 times in FY 2021-22.

Debt Service Coverage Ratio

Debt Service Coverage ratio during the fiscal FY 2022-23 declined to 0.3 times, on the back of reduction in current borrowings coupled with a drop in profitability, as compared to 0.6 times in FY 2021-22.

Return on Capital Employed

Return on Capital Employed dropped to 4.7% in FY 2022-23 due to reduced EBIT profitability, as compared to 42.3% in FY 2021-22.

Profitability

Human Resource

During the fiscal year under review, EBITDA margin decreased to 5.8% as compared to 18.6% in FY 2021-22 on the back of sharp rise in operating costs. On similar lines, PAT margin decreased to -3.6% in FY 2022-23 from 6.3% in FY 2021-22. Return on Networth could not be ascertained due to negative networth of the Company in both fiscal years’ FY 2022-23 and FY 2021-22.

Earnings per Share

Earnings per Share for FY 2022-23 came in at INR -2.2 as compared to INR 3.6 in FY 2021-22.

Debtors Turnover Ratio

Debtors Turnover ratio decreased to 5.8 times in FY 2022-23 from 6.2 times in FY 2021-22 due to rise in average accounts receivables.

Effective human resource management is a critical aspect of the Company’s mission to create an exceptional work environment that promotes diversity, performance, future readiness, and growth. The Company acknowledges its employees as its most valuable asset, driving qualitative and innovative initiatives. Substantial investments are made in employee training and development programs to enhance the skills and capabilities of the workforce, thereby improving operational excellence and customer satisfaction.

The Company strictly adheres to policies ensuring a safe and unbiased workplace for women. It fully complies with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013. The Company strives to provide a healthy and secure environment for all employees. In the fiscal year 2022-23, the Company received no complaints.

08

Digicontent Limited

Annual Report 2022-23

Meritocracy is a fundamental principle embraced by the Company, and individuals are recognised for their accomplishments through a reward system. Performance is regularly evaluated against predefined standards using an industry-leading performance management methodology. A systematic and digitised performance management system has been implemented, emphasising performance-based pay linked to both corporate and individual performance, with importance placed on each. The Company also emphasises organised compliance management, learning and development, and structured career development.

In FY 2022-23, the Company provided employees with access to a wide range of courses through the introduction of market leading e-learning platforms. The Company operates a robust employee recognition program to consistently acknowledge outstanding employee performance.

Health and fitness were also prioritised during the year through various initiatives, including partnerships with wellness outfits for employee memberships, health and fitness challenges, educational emailers, sessions with doctors, participation in marathons, the provision of a snack bar, and round-the-clock access to medical assistance. Furthermore, the Company engages employees through various initiatives such as Tech Townhall, CCO Connect, EatPlay-Bond activities, breakout sessions, enjoyable activities like quizzes, and festive celebrations.

The Company has focused on establishing a dynamic and future-ready organisation. Recognising the rapid growth of the digital world, the Company understands the importance of a well-structured business to thrive in this rapidly changing landscape. The Company’s organisational structure, roles, and talent acquisition strategies have played a vital role in its overall success.

The employee strength of the Company (including its subsidiary, i.e., HT Digital Streams Limited) stood at 1,603 as on March 31, 2023.

Risk Management

The Company has implemented a well-established risk management framework to identify and address risks arising from internal and external factors. Regular risk identification exercises are conducted to identify various financial, operational, sectoral, sustainability, information, and cyber security risks. These risks are assessed for their likelihood and potential impact.

There are several risks and uncertainties that may affect the business. These include challenges in attracting and retaining relevant talent in the current environment, the inherent risk of cyber threats and data breaches impacting the Company’s reputation, a rapidly evolving regulatory landscape, and increased competition from emerging content delivery formats. Additionally, the reliance on third-party cookies for targeted advertising poses significant risks to the Company.

The Company continuously reviews potential risks and implements mitigating controls as an integral part of its decision-making process. To address talent risk and maintain competitiveness, the Company has undertaken various employee engagement initiatives such as regular Leadership Townhalls, customised recognition and rewards programs, and the implementation of an AI-powered Learning Management System (LMS). The Company has also developed its own first-party database program, called “HT One Audience,” to enhance data accumulation and user profile building capabilities.

In order to mitigate IT and cyber-related risks, the Company focuses on infrastructure upgrades, maintains a 24/7 Security Operations Center (SOC) for continuous risk monitoring and mitigation, conducts regular Vulnerability Assessment (VA) and Penetration Testing (PT) for critical applications, and provides IT security awareness training programs for employees. The Company remains committed to driving innovation in primary brands, with a strong emphasis on mobile-friendly content delivery formats and expanding into new segments and geographies.

Furthermore, the Company utilises an automated compliance tool to monitor the status of statutory compliances across all locations and functions, ensuring adherence to statutory and legal requirements and minimising exposure to noncompliance.

Internal Control

The Company has implemented an effective system of internal controls that is appropriate for its size, nature of business, and operational complexity. This system includes a well-defined organisational structure with clear authority and responsibility assignments, along with comprehensive policies, guidelines, and procedures governing various business areas and functions. These controls are designed to protect the Company’s assets and interests, ensure compliance with policies, procedures, and applicable regulations, and safeguard the interests of stakeholders.

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Statutory Reports

Financial Statements

The Company has established a Code of Conduct (CoC) framework and a whistle-blower mechanism, which are approved by the Board of Directors in compliance with regulatory requirements. A dedicated CoC Committee, comprising crossfunctional representatives, is responsible for monitoring and reviewing whistle-blower complaints, ensuring transparent complaint management and reporting, and reporting to the Audit Committee when necessary.

The Company places a strong emphasis on technology and the implementation of automated controls to strengthen the existing control framework. The Company utilises a robust Enterprise Resource Planning (ERP) system for accounting purposes across divisions. Integration of the Customer Relationship Management (CRM) application with ad scheduling and accounting systems has also been carried out during the year. It has a Shared Service Centre (SSC), which is being expanded to centralise processes and activities. These technological systems enhance the reliability of financial and operational information, automate control activities, reduce manual intervention, ensure segregation of duties, and enable stricter controls.

To evaluate adherence to established processes and controls, the Company conducts regular operational and IT audits in addition to its in-house internal audit function, which is supported by external audit firms. These audits focus on risks and assess the effectiveness of the internal control structure across functions. A centralised Revenue Assurance function has been established at the group level to further streamline and enhance controls related to revenue recognition across different revenue streams. The Company has also developed

an internal financial control framework to periodically review the effectiveness of controls in critical processes. The Internal Financial Control (IFC) framework undergoes comprehensive operating effectiveness testing, including the rationalisation of existing controls to align with dynamic business practices.

In order to ensure effective compliance oversight, the Company utilises a workflow-based online compliance management tool and has implemented a concurrent audit mechanism. Additionally, the Company has an Audit Committee that convenes regularly to review internal control systems, accounting processes, financial information, internal audit findings, and other relevant areas to assess their adequacy and effectiveness.

Way Ahead

Despite industry challenges arising from a post pandemic slump, there has been positive growth in digital media content, and advertising. The Company’s future outlook includes driving ad revenue growth and expanding its digital business through enhanced news coverage, niche content offerings, and video emphasis on social media. The Company aims to attract customers through such premium offerings and value-driven initiatives.

The Company is also developing new product and technology skills to improve its digital media business, including advanced ad monetization and subscription strategies. By leveraging the digital landscape, the Company will strategically engage consumers, deliver targeted content, and continuously improve to solidify its industry position.

10

Digicontent Limited

Annual Report 2022-23

BOARD’S REPORT

Dear Members,

Your Directors are pleased to present their Sixth Report together with the Audited Financial Statements (Standalone & Consolidated) for the financial year ended on March 31, 2023.

FINANCIAL RESULTS

Your Company’s performance during the financial year ended on March 31, 2023, along with previous year’s figures is summarized below:

( H in Lacs)

==> picture [470 x 362] intentionally omitted <==

----- Start of picture text -----

Standalone Consolidated
Particulars
2022-23 2021-22 2022-23 2021-22
Total Income 248 243 35,476 33,299
Earnings /(Loss) before interest, tax, depreciation and (272) (322) 2,056 6,182
amortization (EBITDA) from continuing operations
Less: Depreciation 1 4 1,729 1,638
Less: Finance cost 1,161 1,137 1,564 1,185
Profit/(Loss) before tax from continuing operations (1,434) (1,463) (1,237) 3,359
Less: Tax Expense
• Current tax - - 154 276
• Deferred tax charge/(credit) - - (108) 978
Adjustments in respect of current tax credit of previous - - (6) -
year
Adjustments in respect of deferred tax charge of previous - - 8 -
year
Total tax expense - - 48 1,254
Profit/(Loss) for the year from continuing operations (1,434) (1,463) (1,285) 2,105
Profit/(Loss) for the year (1,434) (1,463) (1,285) 2,105
Add: Other Comprehensive Income (net of tax)
a) Items that will not to be reclassified to Profit /(Loss) 4 (1) 133 (190)
b) Items that will be reclassified to Profit /(Loss) - - - -
Total Comprehensive Income/(Loss) for the year (net of (1,430) (1,464) (1,152) 1,915
tax)
Opening balance in Retained Earnings (4,742) (3,277) (7,548) (9,462)
Add: Profit/(Loss) for the year (1,434) (1,463) (1,285) 2,105
Less: Items of other Comprehensive Income recognized
directly in Retained Earnings
• Re-measurements of post-employment benefit 5 (2) 134 (191)
obligation (net of tax)
Total Retained Earnings (6,171) (4,742) (8,699) (7,548)
----- End of picture text -----

DIVIDEND

The Board of Directors did not recommend any dividend on the Equity Shares of the Company for the financial year ended on March 31, 2023.

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Financial Statements

COMPANY PERFORMANCE AND FUTURE OUTLOOK

A detailed analysis and insight into the financial performance & operations of your Company for the year under review and future outlook is appearing under the Management Discussion and Analysis Report, which forms part of the Annual Report.

RISK MANAGEMENT

Your Company has an established risk management framework to identify, evaluate and mitigate business risks. The identified risks and appropriateness of management’s response to significant risks are reviewed periodically by the Audit Committee. A detailed statement indicating development and implementation of a Risk Management policy for the Company, including identification of various elements of risk, is appearing in the Management Discussion and Analysis Report.

SUBSIDIARY AND ASSOCIATE COMPANY

During the year under review and as at the end of the reporting period, your Company has one wholly-owned material subsidiary company namely, HT Digital Streams Limited (HTDSL). Your Company does not have any associate or joint venture company within the meaning of Section 2(6) of the Companies Act, 2013 (‘the Act’), during the year under review.

In terms of the applicable provisions of Section 136 of the Act, Financial Statements of HTDSL for the financial year ended on March 31, 2023 are available on the Company’s website viz. - https://www.digicontent.co.in/wp content/uploads/2023/08/ HTDSL_Financial_Statement_31.03.2023.pdf

A report on the performance and financial position of HTDSL in the prescribed Form AOC-1, is annexed to the Consolidated Financial Statements of the Company and hence, not reproduced here. The ‘Policy for determining Material Subsidiary(ies)’ is available on the Company’s website viz. - https://www.digicontent.co.in/wp content/uploads/2019/07/ Policy-for-detrmining-Material-Subsidiary.pdf#toolbar=0.

During the year under review, HTDSL bought back 23,05,476 nos. fully paid-up equity shares of H 10/- each at a buy-back price of H 86.75 per equity share aggregating to H 20,00,00,043/-.

The contribution of HTDSL to the overall performance of your Company is outlined in Note no. 34 of the Consolidated Financial Statements of the Company for the financial year ended March 31, 2023.

No subsidiary, associate or joint venture has been acquired /ceased/ sold/ liquidated during the financial year ended on March 31, 2023.

DEPOSITORY SYSTEM

The Company’s equity shares are compulsorily tradeable in electronic form. As on March 31, 2023, 99.999% of the Company’s total paid-up capital representing 5,81,86,721 equity shares is in dematerialized form. In view of the benefits offered by the depository system, members holding shares in physical mode are advised, in their own interest, to avail demat facility.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors

During the year under review, Mr. Dinesh Mittal (DIN: 00105769) Non-Executive Director, resigned from the directorship of the Company w.e.f. May 31, 2022.

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board of Directors:

• (a) appointed Mr. Lloyd Mathias (DIN: 02879668) as an Additional Director (Independent) of the Company, not liable to retire by rotation, for a period effective from December 28, 2021 till November 30, 2026, which was approved by the members at the Annual General Meeting (AGM) held on August 30, 2022; and

• (b) appointed Mr. Samudra Bhattacharya (DIN: 02797819) as an Additional Director (Non-Executive) of the Company, liable to retire by rotation, w.e.f. June 01, 2022, which was approved by the members at the AGM held on August 30, 2022.

The Board of Directors based on the recommendation of the NRC and after considering the knowledge, acumen, expertise, experience, positive attributes, substantial contribution and performance evaluation during her current tenure, accorded its approval for the re-appointment of Ms. Suchitra Rajendra (DIN: 07962214) as an Independent Director, not liable to retire by rotation, for second term w.e.f. April 01, 2024 till March 31, 2029. The present tenure of Ms. Rajendra will come to end on March 31, 2024.

The Company has received notice in writing under Section 160 of the Act from a member proposing her candidature for the office of Independent Director.

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Digicontent Limited

Annual Report 2022-23

Your Directors commend the re-appointment of Ms. Suchitra Rajendra, as an Independent Director, for approval of members, at the ensuing AGM.

In accordance with the applicable provisions of the Act, Mr. Priyavrat Bhartia (DIN: 00020603), Director liable to retire by rotation at the ensuing AGM, being eligible, has offered himself for re-appointment. Your Directors commend re-appointment of Mr. Priyavrat Bhartia, for approval of the members, at the ensuing AGM.

The disclosures in respect to appointment/re-appointment of Directors as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) and the Secretarial Standards on General Meeting ('SS-2') are given in the Notice of ensuing AGM, forming part of the Annual Report.

The Independent Directors of the Company have confirmed that they :

• a) meet the criteria of independence as prescribed under the Act and SEBI Listing Regulations;

• b) abide by the code of Independent Directors as provided in the Schedule IV of the Act; and

• c) have registered themselves on the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

All the Directors have confirmed adherence to the Company’s ‘Code of Conduct’.

Your Company recognizes that Board diversity is a pre-requisite to meet the challenges of globalization, ever-evolving technology and balanced care of all stakeholders and therefore has appointed Directors from diverse backgrounds. Your Company even has a Woman Director (Independent Director) on its Board as per the requirement of Section 149(1) of the Act.

PERFORMANCE EVALUATION

In line with the requirements of the Act and SEBI Listing Regulations, the Board undertook a formal annual evaluation of its own performance and that of its Committees, Directors & the Chairman.

Nomination & Remuneration Committee framed questionnaires for evaluation of performance of the Board as a whole, Board Committees, Directors and the Chairman. The Directors were evaluated on various parameters such as, value addition to discussions, level of preparedness, willingness to appreciate the views of fellow directors, commitment to processes which include risk management, compliance and control, commitment to all stakeholders (shareholders, employees, vendors, customers etc.), familiarization with relevant aspects of company’s business / activities amongst other matters. Similarly, the Board as a whole was evaluated on parameters which included its composition, strategic direction, focus on governance, risk management and financial controls.

A summary report of the feedback of Directors on the questionnaire(s) was considered by the Independent Directors, Nomination & Remuneration Committee and Board of Directors meetings respectively. The Board would endeavour to use the outcome of the evaluation process constructively, to improve its own effectiveness and deliver superior performance.

A separate meeting of Independent Directors was also held to review:

• Performance of the Non – Independent Directors and the Board as a whole;

• Performance of the Chairman of the Company considering the views of other directors of the Company; and

• Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

AUDIT & AUDITORS

Key Managerial Personnel

Statutory Auditor

During the year under review, the Board of Directors on the recommendation of Nomination & Remuneration Committee, appointed Mr. Arjit Gupta as Company Secretary & Compliance Officer (KMP) of the Company w.e.f. May 23, 2022.

B S R and Associates, Chartered Accountants [Firm Registration No. 128901W] (‘BSR’) were appointed as Statutory Auditor of the Company, for a term of 5 (five)

13

Statutory Reports

Financial Statements

consecutive years, at the Annual General Meeting held on August 25, 2020.

The reports of BSR on Annual Financial Statements (Standalone and Consolidated) for the financial year ended on March 31, 2023, does not contain any qualification, reservation, adverse remark or disclaimer.

The amended ‘Policy on materiality of and dealing with Related Party Transactions’ is available on the Company’s website viz. https://www.digicontent.co.in/wp-content/ uploads/2020/04/RPT-Policy.pdf.

Reference of Members is invited to Note nos. 29 and 30 of the Standalone Financial Statements, which set out the related party disclosures as per IND AS-24.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act, and rules made thereunder, the Board of Directors had appointed RMG & Associates, Company Secretaries (‘RMG’) (Firm Reg. No. P2001DE16100) as Secretarial Auditor, to conduct Secretarial Audit for the financial year ended March 31, 2023 and their report is annexed herewith as “ Annexure - A ”. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Further, Secretarial Audit of the material unlisted subsidiary Company viz. HT Digital Streams Limited for the financial year ended March 31, 2023, as required under Regulation 24A of SEBI Listing Regulations, has been conducted by Mr. N.C. Khanna, Company Secretaries (C.P. No. 5143). The said Secretarial Audit Report is annexed herewith as “ Annexure - B ” and it does not contain any qualification, reservation, adverse remark or disclaimer.

RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions entered into by the Company with related parties during the year under review, were in ordinary course of business of the Company and on arms’ length terms. The related party transactions were placed before the Audit Committee for review and/ or approval. During the year, the Company had entered into Material Related Party Transactions i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statement, with HT Media Limited, a fellow subsidiary Company. These transactions were in the ordinary course of business of the Company and on arms’ length terms, therefore, provisions of Section 188(1) and related disclosure under 188(2) of the Act were not applicable. However, the details, in this regard, as required to be provided under Section 134(3)(h) of the Act, are given in Form AOC-2, which is annexed herewith as “ Annexure - C ”.

During the year under review, the Board of Directors amended the ‘Policy on materiality of and dealing with related party transactions’ in compliance with the provisions of Regulation 23 of SEBI Listing Regulations.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, your Directors state that:

• (i) in the preparation of the annual accounts for the financial year ended on March 31, 2023, the applicable accounting standards have been followed and there are no material departures;

• (ii) such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2023 and of the loss of the Company for the year ended on March 31, 2023;

• (iii) proper and sufficient care has been taken for the 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 fraud and other irregularities;

• (iv) the annual accounts have been prepared on a ‘going concern’ basis;

• (v) proper internal financial controls were in place and that such internal financial controls were adequate and operating effectively; and

• (vi) systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DISCLOSURES UNDER THE COMPANIES ACT, 2013

Borrowings and Debt Servicing: During the year under review, your Company has met all its obligations towards repayment of principal and interest on loans availed.

Particulars of investment made and loans/guarantee/ security given: The details of investments made and loans/ guarantees/security given, as applicable, are given in note no. 6 of the Standalone Financial Statements.

14

Digicontent Limited

Annual Report 2022-23

Board Meetings: A yearly calendar of Board meetings is prepared and circulated in advance to the Directors. During the financial year ended March 31, 2023, the Board met four times on May 23, 2022, August 01, 2022, October 31, 2022 and February 09, 2023. For further details regarding these meetings, Members may please refer the Report on Corporate Governance which forms part of the Annual Report.

Committees of the Board: At present, four standing committees of the Board of Directors are in place viz. Audit Committee, Nomination & Remuneration Committee, Stakeholders’ Relationship Committee and Banking & Finance Committee which have been constituted in accordance with the applicable provisions of the Act and SEBI Listing Regulations. During the year under review, recommendations of these committees were accepted by the Board of Directors. For more details on the composition of the committees and meetings held during the year, the Members may please refer the Report on Corporate Governance which forms part of the Annual Report.

Remuneration Policy: The Remuneration Policy of the Company on appointment and remuneration of Directors, Key Managerial Personnel (KMPs) & Senior Management, as prescribed under Section 178(3) of the Act and SEBI Listing Regulations, is available on the Company’s website viz. https://www. - - digicontent.co.in/wp content/uploads/2019/08/Remuneration Policy.pdf. The Remuneration Policy includes, inter-alia, criteria for appointment of Directors, KMPs, Senior Management Personnel and other employees, their remuneration structure and disclosures in relation thereto. There was no change in the Remuneration Policy during the year under review.

Vigil Mechanism: The Vigil Mechanism, as envisaged in the Act & rules made thereunder and SEBI Listing Regulations, is addressed in the Company’s “Whistle Blower Policy”. In terms of the Policy, directors/employees/stakeholders of the Company may report concerns about unethical behaviour, actual or suspected fraud or any violation of the Company’s Code of Conduct. The Policy provides for adequate safeguards against victimization of the Whistle Blower. The Policy is available on the Company’s website viz. - https://www.digicontent.co.in/wp content/uploads/2023/05/ Whistle_Blower_Policy.pdf.

Particulars of employees and related disclosures: In accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of employee’s remuneration forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid

information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to investor@digicontent.co.in.

Disclosures under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as “ Annexure - D ”.

Annual Return: In terms of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return (Form MGT-7) for FY-23, is available on the Company’s website viz. - https://www.digicontent.co.in/wp content/uploads/2023/08/ Form_MGT_7_31.03.2023.pdf

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The Company is in the business of Entertainment and Digital Innovation, which does not involve any manufacturing process. Accordingly, most of the information required under Section 134(3)(m) of the Act are not applicable. However, the information, as applicable, is outlined as under:

Conservation of Energy

The Company has taken necessary steps in order to conserve energy wherever possible. There is a heightened effort undertaken to ensure that the available resources are put into optimal utilization and also ensure that energy is conserved at the different locations in which the Company operates. Some of these initiatives are as under:

• Use of energy efficient electronic devices to curtail energy consumption, as much as possible;

• Installation of star rated energy efficient air conditioners; and

• Replacement of conventional lighting system with LED lighting.

Technology Absorption

During the year under review, the Company has not invested in any specific technology apart from the normal end user devices. Also, the Company takes adequate measures at the time of disposing of the device(s) at the end of life of the particular asset.

Foreign exchange earnings and outgo

• Foreign Exchange earned in terms of actual inflows during the year: Nil

• Foreign Exchange outgo in terms of actual outflows during the year: Nil

15

Statutory Reports

Financial Statements

SECRETARIAL STANDARDS

Your Directors state that the Secretarial Standards (i.e. SS-1 and SS-2), relating to ‘Meetings of the Board of Directors’ and ‘General Meetings’, have been followed by the Company.

CORPORATE GOVERNANCE

The report on Corporate Governance in terms of SEBI Listing Regulations, forms part of this Annual Report. The certificate dated July 24, 2023 issued by RMG & Associates, Company Secretaries is annexed herewith as “ Annexure – E ”.

1. No material changes/commitments of the Company have occurred after the end of the financial year 2022-23 and till the date of this report, which affect the financial position of your Company;

2. No significant or material order was passed by any Regulator, Court or Tribunal which impact the ‘going concern’ status and Company’s operations in future;

3. There was no change in the nature of business of the Company;

4. The Company is not required to maintain cost records as per Section 148(1) of the Act;

INTERNAL FINANCIAL CONTROL

Your Company has in place, adequate internal financial controls with reference to the financial statements, which helps in periodically reviewing the effectiveness of controls laid down across all critical processes. The Company has also in place Internal control system which is supplemented by an extensive program of internal audits and their review by the management. The in-house internal audit function, supported by professional external audit firms, conduct comprehensive risk focused audits and evaluates the effectiveness of the internal control structure across locations and functions on a regular basis. The Company also has an online Compliance Management tool with a centralized repository to cater to its statutory compliance requirements.

GENERAL

Your Directors state that during the year under review:

1. There were no deposits accepted by the Company under Chapter V of the Act;

2. The Company had not issued any shares (including sweat equity shares) to directors or employees of the Company under any scheme;

3. There were no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016; and

4. There was no instance of onetime settlement with any Bank or Financial Institution.

PREVENTION OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Committee (IC) is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. The Company’s policy in this regard, is available on the employee’s intranet. The Company conducts regular classroom training sessions for employees and members of IC and has also rolled-out an online module for employees to increase awareness. No instance or complaint was reported to IC during the year under review.

ACKNOWLEDGEMENT

1. The provision related to Corporate Social Responsibility (CSR), enshrined under Section 135 of the Act, were not applicable on the Company;

2. The Company does not have any Employee Stock Option Scheme;

3. There was no change in the share capital of the Company;

4. The Company had not issued any equity shares with differential rights as to dividend, voting or otherwise;

Your Directors place on record their sincere appreciation for the co-operation extended by all stakeholders, including government authorities, shareholders, investors, customers, banks, vendors and suppliers.

Your Directors also place on record their deep appreciation of the committed services of the executives and employees of the Company.

For and on behalf of the Board

1. The Company has not transferred any amount to the General Reserve;

2. The Statutory Auditor and the Secretarial Auditor have not reported any instance of fraud pursuant to Section 143(12) of the Act and rules made thereunder;

Place: New Delhi Date: July 24, 2023

Priyavrat Bhartia (Chairman) DIN: 00020603

16

Digicontent Limited

Annual Report 2022-23

ANNEXURE - A TO BOARD’S REPORT

Secretarial Audit Report

For the Financial Year ended on March 31, 2023

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members Digicontent Limited

CIN: L74999DL2017PLC322147 Hindustan Times House, 2[nd] Floor, 18-20, Kasturba Gandhi Marg, New Delhi -110001

We have conducted the secretarial audit of the compliance of the applicable statutory provisions and the adherence to good corporate practices by Digicontent Limited (hereinafter referred to as ‘the Company’), having its Registered Office situated at Hindustan Times House, 2[nd] Floor, 18-20, Kasturba Gandhi Marg, New Delhi -110001. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company’s books, papers, minutes books, forms and returns filed and other records maintained by the Company and also the information/ explanation provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended March 31, 2023, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records as maintained by the Company for the financial year ended on March 31, 2023 according to the provisions of:

• I. The Companies Act, 2013 (‘the Act’) and the rules made thereunder;

• II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

• III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder with regard to dematerialisation/rematerialisation of securities and reconciliation of records of dematerialized securities with all securities issued by the Company;

• IV. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, however, no FDI inflow observed during the year. Further, there was no transaction of Overseas Direct Investment and External Commercial Borrowings which was required to be reviewed during the period under audit;

• V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):

• (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 including the provisions with regard to disclosures and maintenance of records required under the said Regulations;

• (b) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

• (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 [ Not Applicable as the Company has not issued any further share capital during the period under review ];

17

Statutory Reports

Financial Statements

• (d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [ Not applicable as the Company has not offered any shares or granted any options pursuant to any employee benefit scheme during the period under review ];

• (e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 [ Not applicable as the Company has not issued any non-convertible securities during the period under review ];

• (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client to the extent of securities issued [ Not Applicable as the Company is not registered as Registrar to an Issue and Share Transfer Agent ];

• (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 [ Not applicable as the Company has not delisted/ proposed to delist its equity shares from any Stock Exchange during the period under review ]; and

• (h) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 [ Not applicable as the Company has not bought back/ proposed to buy-back any of its securities during the period under review ].

• VI. Laws specifically applicable to the industry to which the Company belongs, as identified by the management, are as follows:

• (a) The Information Technology Act, 2000 & Rules and Guidelines; and

• (b) The Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011.

For the compliances of Environmental Laws, Labour Laws & other General Laws, our examination and reporting is based on the documents, records and files as produced and shown to us and the information and explanations as provided to us, by the officers and management of the Company and to the best of our judgment and understanding of the applicability of the different enactments upon the Company, in our opinion there are systems and processes exist in the Company to monitor and ensure compliance with applicable Environmental Laws, Labour Laws & other General Laws.

The compliance by the Company of applicable Financial Laws, like Direct and Indirect Tax Laws, have not been reviewed in this audit since the same have been subject to review by the statutory auditor and other designated professionals.

We have also examined compliance with the applicable clauses of the following:

1. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI (LODR), 2015”].

2. Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

3. General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020 and 2/2022 dated May 05, 2022 issued by the Ministry of Corporate Affairs to hold Extra- Ordinary General Meetings/ Annual General Meetings through Video Conferencing (VC) or Other Audio-Visual Means (OAVM) and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 issued by the Securities and Exchange Board of India for dispensation of dispatching the physical copies of financial statement and annual report.

During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Secretarial Standards, Circulars, Notifications etc. mentioned above.

We further report that

• The Board of Directors of the Company is constituted only with the Non-Executive Directors which includes Independent Directors and Woman Director during the period under review. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act/SEBI (LODR), 2015.

• Adequate notice(s) were given to all directors to schedule the Board/Committee Meetings, agenda and notes thereto, were sent seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through, while the dissenting members’ views, if any, are captured and recorded as part of the minutes.

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Digicontent Limited

Annual Report 2022-23

• As per the records, the Company has generally filed all the forms, returns, documents and resolutions as were required to be filed with the Registrar of Companies, SEBI and other authorities.

• The company has duly complied with the provisions of Regulation 3(5) and 3(6) of SEBI (Prohibition of Insider Trading Regulations), 2015 with respect to maintenance of Structural Digital Database.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, the Company has following specific events/actions having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc. referred to above:

1. HT Digital Streams Limited, a material unlisted wholly owned subsidiary (HTDS) of the Company has done buy-back of 23,05,476 equity shares at Rs. 86.75/- per equity share, for a maximum aggregate consideration of Rs. 20,00,00,043/- and after completion of buy-back, HTDS will continue to be the Wholly Owned Subsidiary (“WOS”) of the Company.

2. Mr. Dinesh Mittal (DIN: 00105769), Non-Executive Director of the Company, resigned from the directorship of the Company, from the close of business hours of May 31, 2022.

3. Mr. Samudra Bhattacharya (DIN: 02797819) has been appointed as an Additional Non-Executive Director, on the Board of Directors of the Company w.e.f. June 01, 2022 to hold the office up to the date of ensuing Annual General Meeting. Thereafter, the members of the Company in their Annual General Meeting held on August 30, 2022 approved his appointment as Non-Executive Director, liable to retire by rotation.

4. Mr. Arjit Gupta was appointed as Company Secretary and Compliance Officer of the Company and Nodal officer, for the purpose of Investor Education and Protection Fund w.e.f. May 23, 2022.

5. Mr. Lloyd Mathias (DIN: 02879668) has been appointed as an Independent Director, with effect from December 28, 2021 upto November 30, 2026 by the members of the Company in the Annual General Meeting held on August 30, 2022, who was appointed as an Additional Director (Independent), w.e.f. December 28, 2021.

For RMG & Associates Company Secretaries Firm Registration No. P2001DE016100 Peer Review No.: 734/2020

Place: New Delhi CS Manish Gupta Date: July 24, 2023 Partner UDIN: F005123E000698411 FCS: 5123 C.P. No.: 4095

Note: This report is to be read with ‘Annexure’ attached herewith and forms an integral part of this report.

19

Statutory Reports

Financial Statements

Annexure

To, The Members

Digicontent Limited

CIN: L74999DL2017PLC322147 Hindustan Times House, 2[nd] Floor, 18-20, Kasturba Gandhi Marg, New Delhi -110001

Our Secretarial Audit Report of even date, for the financial year ended on March 31, 2023 is to be read along with this letter:

1. It is the responsibility of management of the Company to maintain secretarial records, devise proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operating effectively.

2. Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by the Company with respect to secretarial compliances as produced before us.

3. We believe that audit evidence and information obtained from the Company’s management is adequate and appropriate for us to provide a basis for our opinion.

4. Wherever required, we have obtained the management’s representation about the compliance of laws, rules and regulations and happening of events etc.

5. The Secretarial Audit Report is neither an assurance as to future viability of the Company nor of the efficacy or effectiveness with which the management has conducted affairs of the Company.

6. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

7. We have conducted verification & examination of records, as facilitated by the Company for the purpose of issuing this Report.

For RMG & Associates Company Secretaries Firm Registration No. P2001DE016100 Peer Review No.: 734/2020

Place: New Delhi Date: July 24, 2023 UDIN: F005123E000698411

CS Manish Gupta Partner FCS: 5123 C.P. No.: 4095

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Digicontent Limited

Annual Report 2022-23

ANNEXURE - B TO BOARD’S REPORT

Secretarial Audit Report

For the Financial Year ended on March 31, 2023

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members, HT DIGITAL STREAMS LIMITED CIN: U74900BR2015PLC025243 Budh Marg, P.S. Kotwali Patna, Bihar - 800001

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by HT DIGITAL STREAMS LIMITED (hereinafter called the ‘Company’). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit. I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on March 31, 2023 (‘Audit Period’), complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2023, according to the provisions of:

• (i) The Companies Act, 2013 (the Act) and the rules made there under;

• (iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial borrowings. [Not Applicable]

The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-*

• (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

• (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

• (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

• (d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

• (e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;

• (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

• (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

• (iii) The Depositories Act, 1996 and the Regulations and Bye-laws Framed there under;

• (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; and

• (h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018.

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Statutory Reports

Financial Statements

• (v) Other applicable laws such as:-[#]

• (a) Information Technology Act, 2000 and the rules made thereunder;

the company has a proper monitoring system for compliance of Industry specific laws. There are no regular compliances under these acts. However, as and when an event arose the company has attended the same promptly.

I have also examined compliance with the applicable clauses of the following:

• I. Secretarial Standards issued by The Institute of Company Secretaries of India.

• II. The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; *

*[Not Applicable as the Company is not Listed Entity during the financial year under review]

During the period under review, the Company has complied with the provisions of the Act, Rules, Guidelines, Secretarial Standards, Circulars, Notifications etc. as mentioned above.

I further report that

The Board of Directors of the Company is constituted only with the Non-Executive Directors which includes Independent Directors and Woman Director during the period under review. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications

on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period:-

• (a) The board has passed the resolution to buy-back upto 23,05,476 fully paid-up equity shares of face value of Rs. 10/- each (“Buy-back Shares”) at a price of Rs. 86.75/- per equity share (excluding applicable taxes & levies and other incidental & related expenses, if any) from existing shareholder(s) on proportionate basis, for an aggregate consideration not exceeding Rs. 20,00,00,043/- (Rupees Twenty Crore Forty Three Only) (“Buy-back Offer”), which is within the statutory limit of 25% of the fully paid-up equity share capital and free reserves as per the un-audited financial statement of the Company as at September 30, 2022.

For N C Khanna Company Secretaries

Place: New Delhi Date: July 24, 2023 UDIN: F004268E000742874

N C Khanna Properitor FCS No. 4268 C.P. No.: 5143

This Report is to be read with my letter of even date, which is annexed as Annexure A to this Report and forms an integral part of this Report.

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Digicontent Limited

Annual Report 2022-23

Annexure-A

To, The Members,

HT DIGITAL STREAMS LIMITED

CIN : U74900BR2015PLC025243 Budh Marg, P.S. Kotwali Patna, Bihar - 800001

Our Secretarial Review Report of even date, for the financial year ended March 31, 2023 is to be read along with this letter.

Management’s Responsibility

1. It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.

Auditor’s Responsibility

1. Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by the Company with respect to secretarial compliances.

2. We believe that audit evidence and information obtained from the Company’s management is adequate and appropriate for us to provide a basis for our opinion.

3. Wherever required, we have obtained the management’s representation about the compliance of laws, rules and regulations and happening of events etc.

Disclaimer

1. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

2. We have not verified the correctness and appropriateness of financial records and books of account of the Company.

For N C Khanna Company Secretaries

Place: New Delhi Date: July 24, 2023 UDIN: F004268E000742874

N C Khanna Properitor FCS No. 4268 C.P. No.: 5143

23

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Financial Statements

ANNEXURE - C TO BOARD’S REPORT

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis:

There were no contracts or arrangements or transactions entered into during the year ended March 31, 2023, which were not at arm’s length basis.

	Particulars	Details
a	Name(s) of the relatedpartyand nature of relationship	Not Applicable
b	Nature of contracts/arrangements/transactions
c	Duration of the contracts / arrangements/transactions
d	Salient terms of the contracts or arrangements or transactions includingthe value,if any
e	Justification for entering into such contracts or arrangements or transactions
f	Date(s) of approval bythe Board
g	Amountpaid as advances, if any
h	Date on which the special resolution was passed in general meeting as required under firstproviso to section 188

2. Details of material contracts or arrangement or transactions at arm’s length basis:

==> picture [453 x 177] intentionally omitted <==

----- Start of picture text -----

Particulars Details
a Name(s) of the related party and nature of
HT Media Limited (HTML), Fellow Subsidiary Company
relationship
b Nature of contracts/arrangements/transactions (A) Revenue Transactions (B) Business Expenses and (C) Other
c Duration of the contracts/ arrangements/ transactions arising out of (i) Reimbursement of expenses incurred on
transactions each other’s behalf; and (ii) Extension of existing Inter Corporate Deposit
d Salient terms of the contracts or (ICD) including accrued interest thereon from HTML to the Company,
arrangements or transactions including the into revolving credit facility and interest expense thereon.
value, if any For more details including duration of the contracts/arrangements/
transactions, please refer Notice of Annual General Meeting held
on August 30, 2022 available on the following link:
-
https://www.digicontent.co.in/wp content/uploads/2022/08/
DCLAGMNOTICEFY-22.pdf
e Date(s) of approval by the Board, if any Approved by Board of Directors on August 01, 2022
f Amount paid as advances, if any Nil
----- End of picture text -----

Note: In terms of provisions of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Policy on Materiality of and dealing with Related Party Transactions, the term “material” means a transaction to be entered individually or taken together with previous transactions during a financial year, which exceeds rupees one thousand crore or ten per cent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower.

For and on behalf of the Board

Priyavrat Bhartia (Chairman) DIN: 00020603

Place: New Delhi Date: July 24, 2023

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Digicontent Limited

Annual Report 2022-23

ANNEXURE - D TO BOARD’S REPORT

Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

• (i) The ratio of remuneration of each Director to the median remuneration of the employees and percentage increase in remuneration of each Director and KMP viz. Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year ended on March 31, 2023, is as under:

==> picture [452 x 147] intentionally omitted <==

----- Start of picture text -----

Ratio of remuneration of
Remuneration
Name of Director/KMP & % increase in each Director to the median
for FY-23
designation remuneration in FY-23 remuneration of the employees
( J in Lacs)
in FY-23 [@]
Ms. Suchitra Rajendra 7.50 15.38% 1.27
Independent Director
Mr. Vivek Mehra 7.00 Nil 1.19
Independent Director
Mr. Lloyd Mathias 6.50 Not Comparable [#] 1.10
Independent Director
Mr. Arjit Gupta^ 14.82 Not Comparable [$] Not Applicable
Company Secretary
----- End of picture text -----*

• @ The median remuneration of employees during FY-23 was H 5.89 Lacs.

• *Sitting fee paid for attending Board/Committee meetings.

• Remuneration not comparable as Mr. Lloyd Mathias was appointed as an Independent Director (Non-Executive) by the Board w.e.f. December 28, 2021. ^Appointed as Company Secretary and Compliance Officer of the Company w.e.f. May 23, 2022.

• $Remuneration not comparable owing to appointment during FY-23.

• Note: (a) Perquisites have been valued as per the Income Tax Act, 1961.

  • (b) Save and except the above, no remuneration was paid by the Company to any Director during FY-23.

  • (c) Mr. Puneet Jain appointed as CEO of the Company and its subsidiary company i.e. HT Digital Streams Limited (HTDS) w.e.f. July 15, 2020. He draws remuneration from HTDS.

  • (d) Mr. Ajay S. Nair appointed as CFO of the Company and HTDS w.e.f. January 14, 2021 and January 13, 2021, respectively. He draws remuneration from HTDS.

• (ii) There was an increase of 5.4% in the median remuneration of the employees of the Company in FY-23.

• (iii) As on March 31, 2023, there were 19 permanent employees on the rolls of the Company.

• (iv) Average percentage increase in remuneration of employees during FY-23 is 8%. Further, no managerial remuneration was paid during FY-23.

• (v) It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company.

For and on behalf of the Board

Priyavrat Bhartia

(Chairman) DIN:00020603

Date: July 24, 2023 Place: New Delhi

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Financial Statements

ANNEXURE - E TO BOARD’S REPORT

COMPLIANCE CERTIFICATE

[Pursuant to Regulation 34(3) read with Schedule V Para E of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]

To, The Members,

Digicontent Limited

CIN: L74999DL2017PLC322147 Hindustan Times house, 2[nd] Floor, 18-20, Kasturba Gandhi Marg, New Delhi -110001

We have examined the compliance of conditions of Corporate Governance of Digicontent Limited (hereinafter referred to as ‘the Company’), having its Registered Office situated at Hindustan Times house, 2[nd] Floor, 18-20, Kasturba Gandhi Marg, New Delhi -110001, for the financial year ended on March 31, 2023, as stipulated in the relevant provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (hereinafter referred to as “SEBI LODR, 2015”).

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to a review of procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has generally complied with the conditions of Corporate Governance as stipulated in the relevant provisions of SEBI (LODR), 2015.

We further state that this certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

For RMG & Associates Company Secretaries Firm Registration No. P2001DE016100 Peer Review No.: 734/2020

Place: New Delhi	CS Manish Gupta
Date: July 24, 2023	Partner
UDIN: F005123E000698409	FCS: 5123
	C.P. No.: 4095

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Digicontent Limited

Annual Report 2022-23

REPORT ON CORPORATE GOVERNANCE

COMPANY’S CORPORATE GOVERNANCE PHILOSOPHY

In your Company, Corporate Governance embraces the tenets of trusteeship, accountability and transparency. Adherence to each of these principles has set a culture in the Company, wherein good Corporate Governance underlines interface with all stakeholders. In addition to compliance with regulatory requirements, the Company endeavors to ensure that highest standards of ethical and responsible conduct are met across the organization. With this belief, the Company has implemented various measures for balanced care for all stakeholders.

A report on Corporate Governance, in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), is outlined below.

BOARD OF DIRECTORS

Composition of the Board

As on March 31, 2023, the Board of Directors comprised of six Directors, including three Non-Executive Non-Independent Directors and three Independent Directors. The Chairman of the Board is Non-Executive Director (Promoter). The Company also has one Woman Director (Independent) on the Board. The composition of the Board is in conformity with Regulation 17 of SEBI Listing Regulations.

The composition of the Board of Directors as on March 31, 2023 is as follows:

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Relationship Director
Date of first
Name of the Director between Directors, Identification
appointment
inter-se Number (DIN)
Non-Executive Non-Independent Directors
Mr. Priyavrat Bhartia, Chairman August 14, 2017 None 00020603
Mr. Praveen Someshwar March 29, 2019 None 01802656
Mr. Samudra Bhattacharya June 1, 2022 None 02797819
Independent Directors
Ms. Suchitra Rajendra April 18, 2019 None 07962214
Mr. Vivek Mehra April 18, 2019 None 00101328
Mr. Lloyd Mathias December 28, 2021 None 02879668
----- End of picture text -----*

*The appointment of Mr. Samudra Bhattacharya as Non-Executive Director w.e.f. June 01, 2022 was regularized by the Members at the Annual General Meeting held on August 30, 2022.

**The appointment of Mr. Lloyd Mathias as an Independent Director w.e.f. December 28, 2021 upto November 30, 2026 was regularized by the Members at the Annual General Meeting held on August 30, 2022.

Mr. Dinesh Mittal, Non-Executive Director resigned from the Directorship of the Company w.e.f. May 31, 2022.

Except Mr. Priyavrat Bhartia, who holds 1 (one) equity share jointly with The Hindustan Times Limited, none of the other Non-Executive Directors hold share(s) and convertible instrument(s) of the Company as on March 31, 2023.

Further, none of the Directors on the Board have been debarred or disqualified from being appointed or continuing as director of a Company by Securities and Exchange Board of India (‘SEBI’) / Ministry of Corporate Affairs or any other statutory authority. The certificate dated July 24, 2023 of RMG & Associates, Company Secretaries (Secretarial Auditor) certifying the same, is appearing in this report as “ Annexure – I ”.

The Directors hold qualifications, and possess requisite skills, expertise, competence and experience in general corporate management, finance, legal, banking, economics and other allied fields, which enable them to contribute effectively to the Company. Brief profile of the Directors is available on the Company’s website viz. https://www.digicontent.co.in/?page_id=31.

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Matrix setting out the core skills/expertise/competence of the Board

The matrix setting out the skills/expertise/competencies of individual Directors is given below:

==> picture [471 x 294] intentionally omitted <==

----- Start of picture text -----

Board of Directors as on March 31, 2023
Area of skill/expertise/competence Mr. Priyavrat Mr. Vivek Ms. Suchitra Mr. Lloyd Mr. Praveen Mr. Samudra
Bhartia Mehra Rajendra Mathias Someshwar Bhattacharya
Part A - Industry knowledge/
experience
Knowledge of Entertainment & √ √ √ √ √ √
Digital Innovation Industry
Understanding of laws, rules, √ √ √ √ √ √
regulations and policies applicable
to Entertainment & Digital
Innovation Industry
Part B - Technical skills/
experience
General management √ √ √ √ √ √
Accounting & Finance √ √ - √ √ √
Strategic planning/ business √ √ √ √ √ √
development
Information technology √ √ √ √ √ √
Talent management √ √ √ √ √ √
Compliance & risk management √ √ √ √ √ √
Part C - Behavioural Competencies
Integrity and ethical standards √ √ √ √ √ √
Decision making √ √ √ √ √ √
Problem solving skills √ √ √ √ √ √
----- End of picture text -----

DIRECTORS’ ATTENDANCE AND DIRECTORSHIPS HELD

Four Board meetings were held during the financial year ended on March 31, 2023, details whereof are as follows:

==> picture [471 x 88] intentionally omitted <==

----- Start of picture text -----

Number of
Number of
Date of Board Meeting Board strength Independent
Directors present
Directors present
May 23, 2022 6 5 3 out of 3
August 01, 2022 6 5 3 out of 3
October 31, 2022 6 6 3 out of 3
February 09, 2023 6 5 3 out of 3
----- End of picture text -----

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Digicontent Limited

Annual Report 2022-23

Attendance record of Directors at the above Board meetings and details of other directorships/committee positions held by them as on March 31, 2023, in Indian Public Limited Companies are as follows:

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No. of Board Committee positions held
No. of other
meetings in other companies^ Directorship in other listed companies and
Name of the Director Directorships
attended category of directorship
held Chairperson Member
during FY-23
Mr. Priyavrat Bhartia 1 7 - 5 (i) Hindustan Media Ventures Limited
(Non-Executive Director)
(ii) HT Media Limited
(Non-Executive Director)
(iii) Jubilant Ingrevia Limited
(Non-Executive Director)
(iv) Jubilant Pharmova Limited
(Non-Executive Director)
(v) Jubilant Industries Limited
(Non-Executive Director)
Ms. Suchitra Rajendra 4 3 - 3 (i) Next Mediaworks Limited
(Independent Director)
Mr. Vivek Mehra 4 8 2 6 (i) Jubilant Pharmova Limited
(Independent Director)
(ii) HT Media Limited
(Independent Director)
(iii) DLF Limited
(Independent Director)
(iv) Havells India Limited
(Independent Director)
(v) Zee Entertainment Enterprises Limited
(Independent Director)
(vi) Chambal Fertilizers and Chemicals Limited
(Independent Director)
Mr. Praveen 4 6 1 7 (i) Hindustan Media Ventures Limited
Someshwar (Managing Director)
(ii) HT Media Limited
(Managing Director & CEO)
(iii) Next Mediaworks Limited
(Non-Executive Director)
Mr. Lloyd Mathias 4 4 1 4 (i) Next Mediaworks Limited
(Independent Director)
Mr. Samudra 3 2 - - (i) Next Mediaworks Limited
Bhattacharya (Non-Executive Director)
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^Only Audit Committee and Stakeholders’ Relationship Committee of public limited companies have been considered {excluding foreign companies, private limited companies and companies under Section 8 of the Companies Act, 2013 (‘Act’)}.

*The appointment of Mr. Samudra Bhattacharya as Non-Executive Director w.e.f. June 01, 2022 was regularized by the Members at the Annual General Meeting held on August 30, 2022.

Mr. Dinesh Mittal, Non-Executive Director resigned from the Directorship of the Company w.e.f. May 31, 2022 and he attended 1 Board Meeting held on May 23, 2022.

29

Statutory Reports

Financial Statements

The number of Directorships, Committee Membership(s)/ Chairmanship(s) of all the Directors is within the respective limits prescribed under the Act and SEBI Listing Regulations.

All the Directors attended the last Annual General Meeting of Members of the Company held on August 30, 2022, through video conferencing except Mr. Priyavrat Bhartia, Non-Executive Director of the Company.

BOARD PROCEDURE

Detailed agenda notes, setting out the business(es) to be transacted at Board/Committee meeting(s) are supplied in advance, and decisions are taken after due deliberations. In case where it is not practicable to forward the relevant document(s) with the agenda papers, the same are circulated before the meeting or placed at the meeting. Also, document(s) containing Unpublished Price Sensitive Information (UPSI) are circulated to the Board and Committee Members, at a shorter notice, as per the general consent granted by the Board. The Directors are provided with video-conferencing facility to enable them to join Board/ Committee meeting(s).

Quality debates and participation by all Directors and Invitees are encouraged at Board/Committee meetings. The Board engages with the management during business reviews, and provides constructive suggestions and guidance on various issues, including strategy, as required from time to time.

In order to meet business exigencies, matters which requires board/ committee approval, are approved by way of resolution(s) passed by circulation, which is permissible by law to be passed as such.

The Board gives due attention to governance and compliance related issues, including the efficacy of systems of internal financial controls, risk management, avoidance of conflict of interest, and redressal of employee/ stakeholder grievances, among others.

In line with Para 4 of Schedule B of SEBI (Prohibition of Insider Trading) Regulations, 2015, it is the endeavour of the Company that the gap between the recommendation of financials/ accounts by audit committee and approval at the board meeting is as narrow as possible.

The information provided to the Board from time to time, inter-alia, include the item(s) mentioned under Regulation 17(7) read with Schedule II of SEBI Listing Regulations.

DETAILS OF REMUNERATION PAID TO DIRECTORS

During the financial year ended on March 31, 2023, the Independent Directors were paid sitting fee @ H 1,00,000 and H 50,000 per Board and Committee Meeting, respectively. The details of sitting fee paid during FY-23 are as under:

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( H in Lacs)
Name of the Director Amount
Ms. Suchitra Rajendra 7.50
Mr. Vivek Mehra 7.00
Mr. Lloyd Mathias 6.50
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The criteria of making payment to Non-Executive Director(s) forms part of the Remuneration Policy of the Company. Remuneration Policy is available on the Company’s website viz. - https://www.digicontent.co.in/wp content/uploads/2019/08/ Remuneration-Policy.pdf.

During the year under review, none of the Directors were paid remuneration, except as stated above. Further, none of the Non-Executive Directors had any material pecuniary relationship or transactions vis-à-vis the Company, during the year under review, other than payment of sitting fee as mentioned above.

BOARD COMMITTEES

As at the year end, following four standing committees of the Board of Directors were in place, which were delegated requisite powers to discharge their functions. These committees are as follows:

• (a) Audit Committee;

• (b) Stakeholders’ Relationship Committee;

• (c) Nomination & Remuneration Committee; and

• (d) Banking & Finance Committee

The terms of reference, composition of the committees, date on which meetings were held during the financial year ended 2022-23 and attendance of Directors thereat, are given hereunder.

30

Digicontent Limited

Annual Report 2022-23

(a) Audit Committee

Audit Committee of the Board of Directors comprises four members, including three Independent Directors. The Audit Committee acts as the link between the Statutory and Internal Auditors and Board of Directors of the Company.

The terms of reference of the Audit Committee are in accordance with the Act and SEBI Listing Regulations which includes, inter-alia, oversight of Company’s financial reporting process and disclosure of financial information to ensure that the financial statements are correct, sufficient and credible; recommending the appointment, re-appointment, remuneration and terms of appointment of auditors and approval of payment for other services rendered by statutory auditor; reviewing with the management quarterly results and annual financial statements before submission to the Board for approval; approval or subsequent modification of transactions with related parties; review and monitor the auditor’s independence and performance and effectiveness of audit process; scrutiny of inter-corporate loans and investments; valuation of undertakings or assets of the Company, whenever it is necessary; evaluation of internal financial controls and risk management system; reviewing with the management, performance of statutory and internal auditors and adequacy of the internal control systems; and reviewing the functioning of the whistle blower mechanism.

During the financial year ended on March 31, 2023, four meetings of the Audit Committee were held. The composition of Audit Committee, date on which the meetings were held and details of attendance of Directors at the said meetings are enumerated in the below table:

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Attendance at the meetings held on
Name of the Director Designation
23.05.2022 01.08.2022 31.10.2022 09.02.2023
Mr. Vivek Mehra Independent Director √ √ √ √
(Chairman)
Ms. Suchitra Rajendra Independent Director √ √ √ √
Mr. Lloyd Mathias Independent Director √ √ √ √
Mr. Praveen Someshwar Non - Independent Director √ √ √ √
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Chairman of the Audit Committee is an Independent Director and is a Chartered Accountant by qualification.

All members of the Audit Committee are financially literate. The Committee also fulfills the criteria of two-third of its members being Independent Directors.

Chief Executive Officer, Chief Financial Officer and Internal Auditor also attended the meetings of Committee as invitees. Representatives of Statutory Auditor are permanent invitees to the meetings of Committee.

Company Secretary acts as Secretary to the Committee.

(b) Stakeholders’ Relationship Committee

Stakeholders’ Relationship Committee (SRC) of the Board of Directors comprises three Directors. Chairperson of the Committee is an Independent Director.

The terms of reference of SRC are in accordance with the Act and SEBI Listing Regulations, as amended. The role of SRC includes,inter-alia, resolving the grievances of the security holders of the Company including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc; review of measures taken for effective exercise of voting rights by shareholders; review of adherence to the service standards adopted by the Company in respect of various services rendered by the Registrar & Share Transfer Agent; and review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company.

31

Statutory Reports

Financial Statements

During the financial year ended on March 31, 2023, one meeting of SRC was held. The composition of SRC, date on which the meeting was held and detail of attendance of Directors at the said meeting are enumerated in the below table:

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Attendance at
Name of the
Designation the meeting held
Director
on 09.02.2023
Ms. Suchitra Independent √
Rajendra Director
(Chairperson)
Mr. Praveen Non - Independent √
Someshwar Director
Mr. Samudra Non - Independent √
Bhattacharya Director
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Mr. Arjit Gupta, Company Secretary is the Compliance Officer of the Company.

The status of investor complaints for FY-23 is as follows:

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Opening Closing
Received Resolved
Balance Balance
0 1 1 0
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The status of investor complaints, is reported to the Board of Directors from time to time.

(c) Nomination & Remuneration Committee

Nomination & Remuneration Committee (NRC) comprises three Non-Executive Directors. Chairperson of NRC is an Independent Director.

The terms of reference of NRC are in accordance with the requirements of the Act and SEBI Listing Regulations, which include, inter-alia, identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal; for appointment of IDs, evaluate balance of skill, knowledge and experience and prepare roles and capabilities; carry out evaluation of every director’s performance; formulate the criteria for determining qualifications, positives attributes and independence of a director; recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees; and recommend to the Board all remuneration in whatever form, payable to Senior management.

Also, the Board of Directors has adopted the Remuneration Policy for Directors, Senior Management Personnel including Key Managerial Personnel and other employees. This Policy has been framed to attract, motivate and retain talent by offering an appropriate remuneration package, and also by way of providing a congenial & healthy work environment.

The Remuneration Policy is available on the Company’s website viz. https://www.digicontent.co.in/wp-content/ uploads/2019/08/Remuneration-Policy.pdf.

The process followed for evaluation of performance of the Board, its Committees, individual Directors (including Independent Directors) and the Chairman for the financial year ended on March 31, 2023 alongwith criteria for the same, is outlined in the Board’s Report.

During the financial year ended on March 31, 2023, one meeting of NRC was held. The composition of NRC, date on which the meeting was held and detail of attendance of Directors at the said meeting are enumerated in the below table:

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Attendance at
Name of the the meeting
Designation
Director held on
23.05.2022
Ms. Suchitra Independent √
Rajendra Director
(Chairperson)
Mr. Vivek Independent √
Mehra Director
Mr. Praveen Non - Independent √
Someshwar Director
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(d) Banking & Finance Committee

Banking & Finance Committee (BFC) of the Board has been entrusted with functions/ powers relating to banking and finance matters.

During the financial year ended on March 31, 2023, no meeting of the Committee was held, as matter requiring approval of BFC were transacted by way of resolution(s) passed by circulation. The composition of BFC is enumerated in the below table:

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Name of the Director Designation
Mr. Praveen Someshwar Non - Independent
(Chairman) Director
Ms. Suchitra Rajendra Independent Director
Mr. Priyavrat Bhartia Non - Independent
Director
Mr. Samudra Bhattacharya Non - Independent
Director
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SENIOR MANAGEMENT

The Senior Management of the Company includes the members of its core management team, officers and personnel at one level below the Chief Executive Officer, functional heads, the Company Secretary and the Chief Financial Officer.

During the year under review, Mr. Arjit Gupta was appointed as Company Secretary of the Company w.e.f. May 23, 2022. Further, there was no other change in the Senior Management during the financial year ended 2022-23.

32

Digicontent Limited

Annual Report 2022-23

GENERAL BODY MEETINGS

Details of date, time and venue of last three Annual General Meetings are as under:

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August 30, 2022 September August 25,
Date & Time at 21, 2021 at 2020 at
11:00 A.M. 11:00 A.M. 11:00 A.M.
Venue Meetings conducted through Video
Conferencing and other Audio Visual
Means
Special Appointment None None
Resolution(s) of Mr. Lloyd
passed Mathias
(DIN: 02879668)
as an
Independent
Director, not
liable to retire
by rotation
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During the last three financial years, no Extra-Ordinary General Meeting was held.

• Company’s website viz. https://www.digicontent.co.in/wp content/uploads/2020/04/RPT-Policy.pdf.

No penalty or stricture was imposed on the Company by any stock exchange, SEBI or any other statutory authority for non-compliance on any matter related to capital markets, during the last three years.

There is no agreement which either directly or indirectly or potentially or whose purpose and effect may impact the management or control of the Company.

The Company has prepared the financial statements to comply in all material respects, with the Accounting Standards notified under Section 133 of the Act read with Companies (Accounts) Rules, 2014. The CEO/CFO certificate in terms of Regulation 17(8) of SEBI Listing Regulations has been placed before the Board.

The Independent Directors have the requisite qualifications and experience which enable them to contribute effectively. Terms and conditions of appointment of Independent Directors are available on the Company’s website viz. - https://www.digicontent.co.in/wp content/uploads/2019/05/ Appointment-Letter_Independent-Director.pdf.

Postal Ballot

During the year under review, no resolution was put through Postal Ballot. At present, no special resolution is proposed to be passed through Postal Ballot.

DISCLOSURES

During the financial year ended on March 31, 2023, all transactions entered into with the Related Parties as defined under the Act and Regulation 23 of SEBI Listing Regulations were in the ordinary course of business and on arm’s length terms, and they do not attract the provisions of Section 188 of the Act. During the period under review, the Company had entered into material related party transactions with HT Media Limited, fellow subsidiary Company and the same is not in conflict with the interest of the Company at large. The Audit Committee reviews the statement containing details of transactions with the related parties, on quarterly basis.

The required disclosures on related parties and transactions with them, are appearing in Note No. 29 and 30 of the Standalone Financial Statements. The Company has formulated the ‘Policy on Materiality of and dealing with Related Party Transactions’, which is available on the

In the opinion of the Board, all the Independent Directors meet criteria of independence specified in the Act and SEBI Listing Regulations, and are independent of the management. Further, all the Independent Directors have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs in compliance of the provisions of Rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014.

During the year under review, the Company has complied with all mandatory requirements of Corporate Governance as specified in sub-paras (2) to (10) of Part C of Schedule V of SEBI Listing Regulations, and disclosures on compliance with corporate governance requirements specified in Regulations 17 to 27 have been included in the relevant section of this report.

The Company has complied with some of the non-mandatory requirements of SEBI Listing Regulations on Corporate Governance. In the spirit of good corporate governance, the Company sends quarterly financial results via email to the members whose email address is registered with Depository Participant(s)/Company, after they are approved by the Board of Directors and disseminated to the Stock Exchanges. Chairman’s office is separate from that of the Chief Executive Officer.

33

Statutory Reports

Financial Statements

The Whistle Blower Policy provides opportunity to the directors/employees/stakeholders of the Company to report concerns about unethical behavior, actual or suspected fraud by any Director and/or employee of the Company or any violation of the Company’s Code of Conduct and any incident of leak or suspected leak of Unpublished Price Sensitive Information (UPSI). The policy provides for adequate safeguards against victimization of the Whistle Blower. The Policy is available on the Company’s website viz. - https://www.digicontent.co.in/wp content/uploads/2023/05/ Whistle_Blower_Policy.pdf. No person was denied access to the Audit Committee.

During the year under review, your Company has not raised any funds through preferential allotment or qualified institutional placement, as specified under Regulation 32(7A) of SEBI Listing Regulations.

During the year under review, all the recommendations of various committee(s) of directors have been duly accepted by the Board of Directors.

The Company has only one material wholly-owned subsidiary Company viz. HT Digital Streams Limited (HTDS). HTDS was incorporated in Patna, Bihar on November 2, 2015 and B S R and Associates, Chartered Accountants, [Firm Registration No. 128901W] were appointed as Statutory Auditor of HTDS w.e.f. September 19, 2019. HTDS is managed by its Board of Directors, which is entrusted with the responsibility to manage the affairs in the best interest of stakeholders. The Company has formulated the “Policy for determining Material Subsidiary(ies)” in compliance of SEBI Listing Regulations, which is available on the Company’s website viz. - https://www.digicontent.co.in/wp content/uploads/2019/07/ Policy-for-detrmining-Material-Subsidiary.pdf#toolbar=0.

During the year under review, neither the Company nor its subsidiary viz. HTDS has provided Loans and advances to firms/companies in which directors of the Company and HTDS were interested.

CODE OF CONDUCT

The Company has adopted a “Code of Conduct” governing the conduct of Directors and employees, which is available on the Company’s website viz. https://www.digicontent.co.in/ wp-content/uploads/2021/02/Code-of-Conduct_DCL.pdf.

The Board Members and Senior Management Personnel are expected to adhere to the Code, and have accordingly, affirmed compliance of the same during FY-23. The declaration of CEO affirming compliance of the Code by the

Board Members and Senior Management Personnel of the Company during FY-23, is appearing at the end of this report as “ Annexure – II ”.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

During the year under review, no complaint was filed, under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

FEE PAID/PAYABLE TO STATUTORY AUDITOR

Details of fee paid/payable by the Company and its subsidiary Company for FY-23 on a consolidated basis, to B S R and Associates, Chartered Accountants, the Statutory Auditor and to all entities in the network firm/network entity of which the Statutory Auditor is a part, for all services rendered by them, are as follows:

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( H in Lacs)
Particulars Amount []
Audit Fee 30.50
Limited Review 4.00
Certification fee 3.00
Total 37.50
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*excluding reimbursement of out of pocket expenses and other statutory levy

FAMILIARIZATION PROGRAMME

Your Company has an induction and familiarization programme for Independent Directors. The Company, through such programme, familiarizes the Independent Directors with the background of the Company, nature of the industry in which it operates, business model, business operations, etc. The programme also includes interactive sessions with senior leadership team for better understanding of business strategy, operational performance, product offerings, marketing initiatives etc. Details of the familiarization programme for Independent Directors are available on the Company’s website viz. https://www.digicontent.co.in/ wp-content/uploads/2023/04/Familiarization-Programme_ DCL_FY23.pdf.

MEETING OF INDEPENDENT DIRECTORS

During the year, a meeting of Independent Directors was held on March 14, 2023 without the presence of Non - Independent Directors and Members of the management, wherein performance of Non - Independent

34

Digicontent Limited

Annual Report 2022-23

Directors and the Board as a whole was evaluated. The Independent Directors at their meeting also reviewed the performance of the Chairman after taking into account the views of other Directors. They also assessed the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

• Management Discussion and Analysis - Management Discussion and Analysis covering the operations of the Company, forms part of this Annual Report.

• Designated e-mail id - The Company has designated an e-mail id viz. investor@digicontent.co.in, for sending investor requests/ complaints.

GENERAL SHAREHOLDER INFORMATION

PROHIBITION OF INSIDER TRADING

In compliance of SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place, the “Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons” (‘Code’) and “Code for Fair Disclosure of Unpublished Price Sensitive Information”.

CREDIT RATING

The Company has not issued any debt instrument, fixed deposit programme or scheme or proposal involving mobilization of funds, whether in India or abroad. Thus, credit rating was not required to be obtained.

MEANS OF COMMUNICATION

• Financial results - The quarterly, half yearly and annual financial results of the Company are published in ‘Hindustan’ (Hindi newspaper) and ‘Mint’ (English Business newspaper). The financial results are also forwarded to the investors via e-mail, where e-mail address is available. Investors are encouraged to avail this service / facility by providing their e-mail address to the Depository Participant (DP)/ Company. The Financial results are also filed electronically with BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) as per SEBI Listing Regulations.

• Company’s Website - Important shareholders’ information such as Annual Report, financial results etc. are displayed on the website of the Company viz. www.digicontent.co.in.

• Official News releases, shareholding pattern etc. - Official news releases, shareholding pattern etc. are also available on the Company’s website viz. www.digicontent.co.in.

• Stock Exchange filings - All information are filed electronically on the portal of BSE and NSE.

Forthcoming Annual General Meeting (AGM)

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Day, Date & Time: Tuesday, September 19, 2023 at 11:00
A.M. (IST)
Venue: AGM will be conducted through Video
Conferencing / Other Audio Visual
Means. For details, please refer the
Notice of this AGM.
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As required under Regulation 36(3) of SEBI Listing Regulations and Secretarial Standard-2 (General Meetings), particulars of Director(s) seeking appointment/re-appointment at this AGM are given in the Annexure to the Notice convening this AGM.

FINANCIAL YEAR

April 1 of each year to March 31 of next year.

FINANCIAL CALENDAR (TENTATIVE)

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Results for quarter ending June 30, End July, 2023
2023
Results for quarter and half-year ending Start November,
September 30, 2023 2023
Results for quarter and nine months Mid January,
ending December 31, 2023 2024
Results for the quarter and year ending End May, 2024
March 31, 2024
Annual General Meeting Mid September,
2024
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DIVIDEND

The Board of Directors did not recommend any dividend on the Equity Shares of the Company for the financial year ended on March 31, 2023.

SHARE TRANSFER SYSTEM

In terms of Regulation 40(1) of SEBI Listing Regulations, as amended, equity shares can be transferred only in

35

Statutory Reports

Financial Statements

dematerialized form. Members are advised, in their own interest, to dematerialise the shares held by them in physical form. Transfer of equity shares in electronic form is effected through the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services India Limited (CDSL). Whereas, requests of dematerialization of shares (if any received) are processed within the time period prescribed under the law if all the documents are valid and in order.

The Board has authorized the Stakeholders’ Relationship Committee to sub-delegate its powers to the Officers of the Company for prompt reply/redressal of investor requests/ complaints.

As required under Regulation 40(9) of SEBI Listing Regulations, the Company obtains a certificate on annual basis from a Company Secretary-in-Practice, regarding share transfer formalities, which is filed with the stock exchanges.

LISTING OF EQUITY SHARES ON STOCK EXCHANGES AND STOCK CODES

The Equity Shares of the Company are listed on the following Stock Exchanges:

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Scrip Code/
Name of the Stock Exchange
Trading Symbol
BSE Limited (BSE) 542685
Phiroze Jeejeebhoy Towers
Dalal Street, Mumbai - 400 001
National Stock Exchange of DGCONTENT
India Limited (NSE)
Exchange Plaza, Bandra-Kurla Complex,
Bandra (East), Mumbai - 400 051
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The annual listing fee for the financial year 2023-24 has been paid to both BSE and NSE. The ISIN of the Equity Shares of the Company is ‘INE03JI01017’

STOCK PRICE DATA

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BSE NSE
DGCONTENT SENSEX DGCONTENT NIFTY 50
Month
High Low High Low
High Low High Low
(in J ) (in J ) (in J ) (in J )
Apr.’22 18.30 14.20 60,845.10 56,009.07 16.50 11.85 18,114.65 16,824.70
May’22 15.90 12.35 57,184.21 52,632.48 16.25 11.75 17,132.85 15,735.75
Jun.’22 15.82 10.83 56,432.65 50,921.22 16.15 10.70 16,793.85 15,183.40
Jul.’22 17.75 14.50 57,619.27 52,094.25 19.05 14.20 17,172.80 15,511.05
Aug.’22 18.05 12.70 60,411.20 57,367.47 18.45 12.90 17,992.20 17,154.80
Sep.’22 18.30 14.70 60,676.12 56,147.23 18.20 14.60 18,096.15 16,747.70
Oct.’22 20.15 13.75 60,786.70 56,683.40 19.95 13.45 18,022.80 16,855.55
Nov.’22 16.60 12.75 63,303.01 60,425.47 17.20 11.70 18,816.05 17,959.20
Dec.’22 17.50 14.00 63,583.07 59,754.10 16.45 14.00 18,887.60 17,774.25
Jan.’23 18.90 13.10 61,343.96 58,699.20 18.05 15.10 18,251.95 17,405.55
Feb.’23 19.75 15.10 61,682.25 58,795.97 18.00 15.00 18,134.75 17,255.20
Mar.’23 18.35 13.39 60,498.48 57,084.91 16.65 13.05 17,799.95 16,828.35
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Digicontent Limited

Annual Report 2022-23

Performance in comparison to broad-based indices (month-end closing)

Movement of Digicontent Share at BSE during FY-23

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35 70,000
30 65,000
27 60,000
55,000
24 50,000
21 45,000
18 40,000
35,000
15 30,000
12 25,000
9 20,000
6 15,000
10,000
3 5,000
0 0
Digicontent Share at BSE BSE SENSEX
Movement of Digicontent Share at NSE during FY-23
30 20,000
18,000
25
16,000
20 14,000
12,000
15
10,000
10 8,000
6,000
5
4,000
0 2,000
Digicontent Share at NSE Nifty 50
Distribution of shareholding by size as on March 31, 2023
No. of
No. of % of total no. of % of total no.
No. of Equity Shares held Equity Shares
Shareholders Shareholders of Shares
held
Upto 500 22,069 95.01 12,11,472 2.08
501 – 1,000 463 1.99 3,64,468 0.63
1,001 – 5,000 507 2.18 11,45,033 1.97
5,001 – 10,000 72 0.31 5,20,891 0.90
10,001 & above 116 0.50 5,49,45,214 94.43
TOTAL 23,227 100.00 5,81,87,078 100.00
Apr. ‘22 May‘22 Jun. ‘22 Jul. ‘22 Aug. ‘22 Sep. ‘22 Oct. ‘22 Nov. ‘22 Dec. ‘22 Jan. ‘23 Feb. ‘23 Mar. ‘23
Apr. ‘22 May‘22 Jun. ‘22 Jul. ‘22 Aug. ‘22 Sep. ‘22 Oct. ‘22 Nov. ‘22 Dec. ‘22 Jan. ‘23 Feb. ‘23 Mar. ‘23
) J
Digicontent Share (in BSE SENSEX
) J
Nifty 50
Digicontent Share (in
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Note: Pursuant to SEBI’s circular, shareholding is consolidated on the basis of PAN and accordingly, number of shareholders stand reduced from 23,891 to 23,227.

37

Statutory Reports Financial Statements

Category of Shareholders as on March 31, 2023

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No. of Equity % of
Category
Shares held Shareholding
Promoter & Promoter Group (A) 3,77,64,521 64.90
Public Shareholding (B)
Insurance Company 26,369 0.05
Foreign Institutional Investors (FIIs) 36,749 0.06
Non-Resident Indians 3,63,902 0.63
Bodies Corporate 89,87,688 15.44
Public 1,05,18,524 18.08
Clearing members 3,080 0.01
HUF 3,18,885 0.55
Trusts 60 0.00
IEPF 2,643 0.00
Total Public Shareholding (B) 2,02,57,900 34.82
Non Promoter – Non Public(C)
Trustee of HT Media Employee Welfare Trust 1,64,657 0.28
Total Shareholding (A+B+C) 5,81,87,078 100.00
----- End of picture text -----

Dematerialization of Shares and liquidity as on March 31, 2023

==> picture [470 x 64] intentionally omitted <==

----- Start of picture text -----

No. of Equity % of
Category
Shares held Shareholding
Shares held in Demat form 5,81,86,721 99.999
Shares held in Physical form 357 0.001
TOTAL 5,81,87,078 100.000
----- End of picture text -----

Equity Shares in the Unclaimed Suspense Account

Details of equity shares lying in Unclaimed Suspense Account are as follows:

==> picture [470 x 136] intentionally omitted <==

----- Start of picture text -----

Issued in Demat form
Particulars No. of No. of
Shareholders Equity Shares
Aggregate number of shareholders and outstanding shares in the unclaimed 2 112
suspense account lying as on 01.04.2022
Number of shareholders who approached the Company for transfer of shares 0 0
from unclaimed suspense account during the year
Number of shareholders to whom shares were transferred from unclaimed 0 0
suspense account during the year
Aggregate number of shareholders and outstanding shares in the unclaimed 2 112
suspense account lying as on 31.03.2023
----- End of picture text -----

Note: The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

38

Digicontent Limited

Annual Report 2022-23

Number of outstanding GDRs/ADRs/Warrants or any convertible instruments

No GDRs/ADRs/Warrants or any convertible instruments have been issued by the Company during FY-23.

Commodity price risk or foreign exchange risk and hedging activities

The Company had no exposure to commodity and foreign exchange risk and hedging activities during the period under review.

Nanakramguda, Serilingampally Hyderabad, Rangareddy, Telangana, India - 500032 Toll Free No.: 1800-309-4001 WhatsApp Number: +91-9100094099 KPRISM (Mobile Application): https://kprism.kfintech.com/ E-mail id: einward.ris@kfintech.com Corporate Website: https://www.kfintech.com Website: https://ris.kfintech.com Investor Support Centre (DIY Link): https://ris.kfintech.com/ clientservices/isc

Company Registration Details

Plant Locations

The Company did not carry out any manufacturing activity during the year under review.

The Company is registered with the office of Registrar of Companies, Delhi. The Corporate Identification Number allotted to the Company by the Ministry of Corporate Affairs is L74999DL2017PLC322147.

Address for correspondence

Compliance Certificate

Company Secretary Digicontent Limited Hindustan Times House (2[nd] Floor), 18-20, Kasturba Gandhi Marg, New Delhi - 110 001 Tel: + 91 - 11 - 6656 1234 Fax: + 91 - 11 - 6656 1270 Email: investor@digicontent.co.in Website: www.digicontent.co.in

Compliance Officer

Mr. Arjit Gupta, Company Secretary Tel: + 91 -11 - 6656 1234

Registrar and Share Transfer Agent

KFin Technologies Limited Unit: Digicontent Limited Selenium Building, Tower B, Plot No. 31 & 32, Financial District,

Certificate dated July 24, 2023 of RMG & Associates, Company Secretaries, regarding compliance of conditions of ‘Corporate Governance’ as stipulated under Schedule V of SEBI Listing Regulations, is annexed to the Board’s Report.

Nomination facility

In terms of Section 72 of the Act, shareholders, in their own interest, register their nomination with Depository Participant or Registrar and Share Transfer Agent (RTA) of the Company in Form SH-13. The investors are requested to visit Company’s website viz. www.digicontent.co.in and website of RTA viz. https://ris.kfintech.com/clientservices/ isc/default.aspx#isc_download_hrd for downloading Form SH-13 and other Nomination and KYC related documents.

Trading Suspension

During the year under review, the securities of the Company were not suspended from trading by SEBI and/or stock exchanges.

39

Statutory Reports

Financial Statements

ANNEXURE-I TO REPORT ON CORPORATE GOVERNANCE

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

[Pursuant to Regulation 34(3) read with Schedule V Para C clause (10)(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]

To, The Members,

Digicontent Limited

CIN: L74999DL2017PLC322147 Hindustan Times House, 2[nd] Floor, 18-20, Kasturba Gandhi Marg, New Delhi -110001

We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Digicontent Limited having its Registered Office situated at Hindustan Times House, 2[nd] Floor, 18-20, Kasturba Gandhi Marg, New Delhi -110001 (hereinafter referred to as “the Company”) produced before us by the Company for the purpose of issuing this certificate, in pursuance of the provisions of Regulation 34(3) read with Schedule V Para C Sub-clause 10(i) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

In our opinion and to the best of our information and to the extent of accessibility of the data or information as available and according to the verifications (including Director Identification Number (“DIN”) status at the portal www.mca.gov.in) as considered necessary by us and explanations furnished to us by the Company and its officers, we hereby certify that none of the Directors on the Board of the Company, as stated below, for the Financial Year ended March 31, 2023, have been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other statutory authority.

==> picture [470 x 100] intentionally omitted <==

----- Start of picture text -----

S. No. Name of the Director DIN Date of Appointment
1. Mr. Priyavrat Bhartia 00020603 14/08/2017
2. Mr. Praveen Someshwar 01802656 29/03/2019
3. Mr. Vivek Mehra 00101328 18/04/2019
4. Ms. Suchitra Rajendra 07962214 18/04/2019
5. Mr. Dinesh Mittal 00105769 12/03/2020
6. Mr. Llyod Mathias 02879668 28/12/2021
7. Mr. Samudra Bhattacharya 02797819 01/06/2022
----- End of picture text -----*

• Ceased as Director of the Company with effect from May 31, 2022.

Ensuring the eligibility for the appointment/re-appointment/continuity of a Director on the Board of Directors of the Company is the ultimate responsibility of the management of the Company. Our responsibility is to express an opinion on the basis of the disclosures/information provided by the management of the company. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

For RMG & Associates Company Secretaries Firm Registration No. P2001DE016100 Peer Review No.: 734/2020

Place: New Delhi Date: July 24, 2023 UDIN: F005123E000698387

CS Manish Gupta Partner FCS: 5123 C.P. No.: 4095

40

Digicontent Limited

Annual Report 2022-23

ANNEXURE-II TO REPORT ON CORPORATE GOVERNANCE

Declaration of Compliance with ‘Code of Conduct’ of the Company

I, Puneet Jain, Chief Executive Officer of the Company, do hereby confirm that all the Board members and Senior Management Personnel of the Company have complied with the ‘Code of Conduct’ during the financial year ended 2022-23.

This declaration is based on and is in pursuance of the individual affirmations received in writing from the Board members and the Senior Management Personnel of the Company.

Place: New Delhi

Date: May 1, 2023

(Puneet Jain) Chief Executive Officer

41

Statutory Reports

Financial Statements

INDEPENDENT AUDITOR’S REPORT

To The Members of Digicontent Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of Digicontent Limited (the “Company”) which comprise the standalone balance sheet as at 31 March 2023, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2023, and its loss and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Standalone 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 together with the ethical requirements that are relevant to our audit of the standalone 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 Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit Matter(s)

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Impairment assessment of Investment in subsidiary

See Note 5 to standalone financial statements

The key audit matter The Company has identified investment in its wholly owned subsidiary company (‘HTDS’) of Rs. 13,630 Lakhs as a separate cash generating unit (‘CGU’). The Company has performed an impairment assessment on its investment in subsidiary as at 31 March 2023. The recoverable amount of the CGU which is based on value in use (‘VIU’) has been derived from discounted cash flow model. The model uses several key assumptions.

• How the matter was addressed in our audit Our audit procedures included: 1. Tested design, implementation and operating effectiveness of key controls over the impairment assessment process.

• We assessed the value in use (VIU) as determined by the Company as under:

• Assessed the method of determining VIU and key assumptions used therein through historical information, budgets / projections, externally derived data and other relevant information.

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Annual Report 2022-23

==> picture [469 x 72] intentionally omitted <==

----- Start of picture text -----

The key audit matter How the matter was addressed in our audit
Considering the inherent uncertainty, complexity and • Challenged the key assumptions within the build up and
judgment involved and the significance of the value of the methodologies used by the Company.
assets, impairment assessment of the above-mentioned
• Assessed the sensitivity of the outcome of impairment
asset has been considered as a key audit matter.
assessment to changes in key assumptions.
----- End of picture text -----

Other Information

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

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

In connection with our audit of the standalone 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 standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take neccesary actions applicable under the applicable laws and regulations.

Management's and Board of Directors' Responsibilities for the Standalone Financial Statements

The Company’s Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/loss and 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) specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and 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.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone 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 the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone 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 standalone financial statements, whether due

43

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Financial Statements

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 with reference to financial statements 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 the Management and Board of Directors.

• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of standalone financial statements 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 standalone 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 standalone financial statements, including the disclosures, and whether the standalone 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 standalone 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. 2 A. As required by Section 143(3) of the Act, we report that:

3. 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.

4. 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.

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

6. d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

7. e. On the basis of the written representations received from the directors as on 31 March 2023 taken on record by the Board of Directors,

44

Digicontent Limited

Annual Report 2022-23

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 with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

• B. 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, in our opinion and to the best of our information and according to the explanations given to us:

• a. The Company does not have any pending litigations which would impact its financial position.

• b. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

• c. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

• d (i) The management has represented that, to the best of its knowledge and belief, 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 persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

   - directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or
  
   - provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
  

  • (ii) The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any persons or entities, including

foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall:

• directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Party or

• provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.

• (iii) Based on such audit procedures as 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 (d) (i) and (d) (ii) contain any material mis-statement.

Refer Note 37 to the standalone financial statements

• e. The Company has neither declared nor paid any dividend during the year.

• f. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only with effect from 1 April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not applicable.

• C. With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, there are no directors to whom remuneration is paid/payable in accordance with the provisions of Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

For B S R and Associates Chartered Accountants Firm’s Registration No.:128901W

David Jones

Partner Place: Gurugram Membership No.: 098113 Date: May 17, 2023 ICAI UDIN:23098113BGYZWM9433

45

Statutory Reports

Financial Statements

Annexure A to the Independent Auditor’s Report on the Standalone Financial Statements of Digicontent Limited for the year ended 31 March 2023 (Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

• (i) (a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment.

  • (B) The Company has maintained proper records showing full particulars of intangible assets.

• (i) (b) 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 a regular programme of physical verification of its Property, Plant and Equipment by which all property, plant and equipment are verified in a phased manner over a period of three years. In accordance with this programme, certain property, plant and equipment were verified during the year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets. No discrepancy was noticed on such verification.

• (c) The Company does not have any immovable property. Accordingly, clause 3(i)(c) of the Order is not applicable.

• (d) 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 revalued its Property, Plant and Equipment or intangible assets or both during the year.

• (e) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no proceedings initiated or pending against the Company for holding any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.

• (ii) (a) The Company is a service company, primarily rendering advertisement services. Accordingly, it does not hold any physical inventories. Accordingly, clause 3(ii)(a) of the Order is not applicable.

• (b) 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 been sanctioned any working capital limits in excess of five crore rupees in aggregate from banks and financial institutions on the basis of security of current assets at any point of time of the year. Accordingly, clause 3(ii)(b) of the Order is not applicable to the Company.

• (iii) 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 any investments, provided guarantee or security or granted any loans or advances in the nature of loans, secured or unsecured, to companies, firms, limited liability partnerships or any other parties during the year. Accordingly, provisions of clauses 3(iii)(a) to 3(iii)(f) of the Order are not applicable to the Company.

• (iv) According to the information and explanations given to us and on the basis of our examination of records of the Company, the Company has not given any loans or provided any guarantee or security as specified under Section 185 and 186 of the Companies Act, 2013 (“the Act”). In respect of the investments made by the Company, in our opinion the provisions of Section 186 of the Act have been complied with.

• (v) The Company has not accepted any deposits or amounts which are deemed to be deposits from the public. Accordingly, clause 3(v) of the Order is not applicable.

• (vi) According to the information and explanations given to us, the Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act for the services provided by it. Accordingly, clause 3(vi) of the Order is not applicable.

• (vii) (a) The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year since effective 1 July 2017, these statutory dues has been subsumed into GST.

• According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion amounts deducted / accrued in the books of account in respect of undisputed statutory dues including Goods and Service Tax ('GST'), Provident Fund,

46

Digicontent Limited

Annual Report 2022-23

Income-Tax or Cess or other statutory dues have been regularly deposited by the Company with the appropriate authorities.

As explained to us, the Company did not have any dues on account of Duty of Custom and Employee’s State Insurance.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, no undisputed amounts payable in respect of Goods and Service Tax ('GST'), Provident Fund, Employees State Insurance, Income-Tax or Cess or other statutory dues were in arrears as at 31 March 2023 for a period of more than six months from the date they became payable.

• (b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, there are no statutory dues relating to Goods and Service Tax ('GST'), Provident Fund, Employees State Insurance, Income-Tax or Cess or other statutory dues, which have not been deposited with the appropriate authorities on account of any dispute.

• (viii) 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 surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year.

• (ix) (a) 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 defaulted in repayment of loans and borrowing or in the payment of interest thereon to any lender.

• (b) 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 been declared a wilful defaulter by any bank or financial institution or government or government authority.

• (c) According to the information and explanations given to us by the management, the Company has not obtained any term loans during the year. Accordingly, clause 3(ix)(c) of the Order is not applicable.

sheet of the Company, we report that no funds raised on short-term basis have been used for longterm purposes by the Company.

  - (e) According to the information and explanations given to us and on an overall examination of the standalone financial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiary as defined under the Act.

  - (f) According to the information and explanations given to us and procedures performed by us, we report that the Company has not raised loans during the year on the pledge of securities held in its subsidiary company (as defined under the Act).

• (x) (a) The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments). Accordingly, clause 3(x)(a) of the Order is not applicable.

  • (b) 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 any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, clause 3(x)(b) of the Order is not applicable.

• (xi) (a) Based on examination of the books and records of the Company and according to the information and explanations given to us, no fraud by the Company or on the Company has been noticed or reported during the course of the audit.

  • (b) According to the information and explanations given to us, no report under sub-section (12) of Section 143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under Rule 13 of the Companies (Audit and Auditors) Rules, 2014 with the Central Government.

  • (c) We have taken into consideration the whistle blower complaints received by the Company during the year while determining the nature, timing and extent of our audit procedures.

• (xii) According to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable.

• (d) According to the information and explanations given to us and on an overall examination of the balance

47

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Financial Statements

• (xiii) In our opinion and according to the information and explanations given to us, the transactions with related parties are in compliance with Section 177 and 188 of the Act, where applicable, and the details of the related party transactions have been disclosed in the standalone financial statements as required by the applicable accounting standards.

• (xiv) (a) Based on information and explanations provided to us and our audit procedures, in our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

• (b) We have considered the internal audit reports of the Company issued till date for the period under audit.

• (xv) In our opinion and according to the information and explanations given to us, the Company has not entered into any non-cash transactions with its directors or persons connected to its directors and hence, provisions of Section 192 of the Act are not applicable to the Company.

• (xvi) (a) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(a) of the Order is not applicable.

• (b) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(b) of the Order is not applicable.

• (c) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Accordingly, clause 3(xvi)(c) of the Order is not applicable.

• (d) According to the information and explanations provided to us by management of the Company, the Group (as per the provisions of the Core Investment Companies (Reserve Bank) Directions, 2016) does not have more than one CIC (which is not required to be registered with RBI as not being Systemically Important CIC) as detailed in note 37(viii) to the standalone financial statements. We have not, however, separately evaluated whether the information provided by the management is accurate and complete.

• (xvii) The Company has incurred cash losses of Rs 1,080 Lakhs in the current financial year and Rs 985 Lakhs in

the immediately preceding financial year.

• (xviii) There has been no resignation of the statutory auditors during the year. Accordingly, clause 3(xviii) of the Order is not applicable.

• (xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report that the Company is not capable 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, however, state that this is not an assurance as to the future viability of the Company. We further state that 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.

• Also refer to the Other Information paragraph of our main audit report which explains that the other information comprising the information included in Company's Annual Report is expected to be made available to us after the date of this auditor’s report.

• (xx) The requirements as stipulated by the provisions of Section 135 are not applicable to the Company. Accordingly, clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable.

For B S R and Associates

Chartered Accountants Firm’s Registration No.:128901W

David Jones

Partner Place: Gurugram Membership No.: 098113 Date: May 17, 2023 ICAI UDIN:23098113BGYZWM9433

48

Digicontent Limited

Annual Report 2022-23

Annexure B to the Independent Auditor’s Report on the standalone financial statements of Digicontent Limited for the year ended 31 March 2023

Report on the internal financial controls with reference to the aforesaid standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Act

(Referred to in paragraph 2(A)(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

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 company’s 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.

Opinion

We have audited the internal financial controls with reference to financial statements of Digicontent Limited (“the Company”) as of 31 March 2023 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to financial statements and such internal financial controls were operating effectively as at 31 March 2023, based on the internal financial controls with reference to financial statements 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 issued by the Institute of Chartered Accountants of India (the “Guidance Note”).

Management’s and Board of Directors’ Responsibilities for Internal Financial Controls

The Company’s Management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note. These responsibilities

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements. 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 with reference to financial statements were 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 with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, 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 auditor’s judgement, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error.

49

Statutory Reports

Financial Statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls with reference to financial statements.

Meaning of Internal Financial Controls with Reference to Financial Statements

A company’s internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial controls with reference to financial statements include 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 standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations 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 company’s assets that could have a material effect on the standalone financial statements.

Inherent Limitations of Internal Financial Controls with Reference to Financial Statements

Because of the inherent limitations of internal financial controls with reference to financial statements, 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 with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For B S R and Associates Chartered Accountants Firm’s Registration No.:128901W

David Jones Partner Place: Gurugram Membership No.: 098113 Date: May 17, 2023 ICAI UDIN:23098113BGYZWM9433

50

Digicontent Limited

Annual Report 2022-23

Balance Sheet

as at March 31, 2023

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H Lakhs
As at As at
Note
March 31, 2023 March 31, 2022
I ASSETS
1) Non-current assets
(a) Property, plant and equipment 3 - -
(b) Intangible assets 4 1 2
(c) Investment in subsidiaries 5 13,630 15,651
(d) Financial assets
(i) Investments 6 5 6
(e) Income tax assets (net) 11 22 24
Total Non- current assets 13,658 15,683
2) Current assets
(a) Financial assets
(i) Trade receivables 7 69 36
(ii) Cash and cash equivalents 8 42 21
(iii) Other financial assets 9 1,524 1,748
(b) Other current assets 10 141 88
Total current assets 1,776 1,893
TOTAL ASSETS 15,434 17,576
II EQUITY AND LIABILITIES
1) Equity
(a) Equity share capital 12 1,164 1,164
(b) Other equity 13 4,532 5,962
Total equity 5,696 7,126
2) Liabilities
Non-current liabilities
(a) Financial liabilities
(i) Borrowings 14 9,272 -
(ii) Other financial liabilities 16 311 -
(b) Provisions 18 8 12
Total non- current liabilities 9,591 12
Current liabilities
(a) Financial liabilities
(i) Borrowings 14 - 6,817
(ii) Trade payables
a) Total outstanding dues of micro enterprises and small 15 - 11
enterprises
b) b) Total outstanding dues of creditors other than micro 15 118 97
enterprises and small enterprises
(iii) Other financial liabilities 16 23 3,490
(b) Other current liabilities 17A - 16
(c) Contract liabilities 17B 4 2
(d) Provisions 18 2 5
Total current liabilities 147 10,438
Total liabilities 9,738 10,450
TOTAL EQUITY AND LIABILITIES 15,434 17,576
Summary of significant accounting policies 2
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See accompanying notes to the standalone financial statements. In terms of our report of even date attached For B S R and Associates Chartered Accountants (ICAI Firm registration Number: 128901W) David Jones Partner Membership No. 098113

For and on behalf of the Board of Directors of Digicontent Limited

Arjit Gupta Company Secretary Puneet Jain Chief Executive Officer

Ajay Sivaraman Nair Chief Financial Officer

Place: Gurugram Date: May 17, 2023

Priyavrat Bhartia Director (DIN:00020603) Place: New Delhi Date: May 17, 2023

Praveen Someshwar Director (DIN: 01802656)

51

Statutory Reports

Financial Statements

Statement of Profit and Loss

for the year ended March 31, 2023

H Lakhs

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Year ended Year ended
Particulars Note
March 31, 2023 March 31, 2022
I Income
a) Revenue from operations 20 158 134
b) Other income 21 90 109
Total Income 248 243
II Expenses
a) Employee benefits expense 22 209 186
b) Finance costs 23 1,161 1,137
c) Depreciation and amortisation expense 24 1 4
d) Other expenses 25 311 379
Total Expenses 1,682 1,706
III Loss before tax (I-II) (1,434) (1,463)
IV (Loss) before interest, tax, depreciation and amortization (272) (322)
(EBITDA) [III+II(b)+II(c)]
V Income tax expense
Current tax 19 - -
Deferred tax 19 - -
Total tax expense - -
VI Loss for the year (III-V) (1,434) (1,463)
VII Other comprehensive income
Items that will not to be reclassified to profit or loss 26
Remeasurement (loss)/gain on defined benefit plans 5 (2)
Change in fair value of investments (1) 1
Other comprehensive income/(loss) for the year 4 (1)
VIII Total comprehensive loss for the year (VI+VII) (1,430) (1,464)
IX Loss per share (INR) 27
Basic (Nominal value of share INR 2/-) (2.46) (2.51)
Diluted (Nominal value of share INR 2/-) (2.46) (2.51)
Summary of significant accounting policies 2
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See accompanying notes to the standalone financial statements. In terms of our report of even date attached For B S R and Associates Chartered Accountants (ICAI Firm registration Number: 128901W)

David Jones Partner Membership No. 098113

For and on behalf of the Board of Directors of Digicontent Limited

Arjit Gupta Company Secretary

Ajay Sivaraman Nair Chief Financial Officer

Puneet Jain Chief Executive Officer

Place: Gurugram Date: May 17, 2023

Priyavrat Bhartia Director (DIN:00020603) Place: New Delhi Date: May 17, 2023

Praveen Someshwar Director (DIN: 01802656)

52

Digicontent Limited

Annual Report 2022-23

Statement of Cash Flows

for the year ended March 31, 2023

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H Lakhs
Year ended Year ended
Particulars
March 31, 2023 March 31, 2022
Cash flows from operating activities:
Loss before tax: (1,434) (1,463)
Adjustments to reconcile loss before tax to net cash flows:
Interest income from deposits and others (90) (97)
Depreciation and amortisation expense 1 4
Interest cost on inter corporate deposits 1,161 1,137
Loss on account of buy back of equity shares by wholly owned subsidiary 21 20
(refer note 38)
Loss allowance for doubtful debts and advances 17 -
Reversal of provision in relation to doubtful debts & advances - (12)
Changes in operating assets and liabilities
(Increase)/decrease in trade receivables (50) 13
Increase in current and non-current financial assets and other current and (53) (17)
non-current assets
Increase/(decrease) in current and non-current financial liabilities and other 7 (196)
current and non-current liabilities and provisions
Cash (used in) from operations (420) (611)
Income taxes refund (net) 2 42
Net cash (outflows) from operating activities (A) (418) (569)
Cash flows from investing activities:
Interest received 114 76
Fixed deposits matured 200 394
Realisation on account of buy back of equity shares by wholly owned 2,000 1,908
subsidiary (refer note 38)
Net cash inflows from investing activities (B) 2,314 2,378
Cash flows from financing activities:
Interest paid (848) (630)
Inter corporate deposits received 1,795 -
Repayment of inter corporate deposits (2,822) (1,183)
Net cash (outflows) from financing activities (C ) (1,875) (1,813)
Net increase/(decrease) in cash and cash equivalents 21 (4)
(D= A+B+C)
Cash and cash equivalents at the beginning of the year (E ) 21 25
Cash and cash equivalents at year end (D+E) 42 21
Components of cash & cash equivalents as at end of the year
Cash in hand - -
Balances with banks
- deposits with original maturity of less than three months 18 -
- on current accounts 24 21
Total cash and cash equivalents 42 21
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Note : Refer note 14 for debt reconciliation disclosure.

See accompanying notes to the standalone financial statements.

In terms of our report of even date attached

For B S R and Associates Chartered Accountants (ICAI Firm registration Number: 128901W) David Jones Partner Membership No. 098113

For and on behalf of the Board of Directors of Digicontent Limited

Arjit Gupta Company Secretary Puneet Jain Chief Executive Officer Priyavrat Bhartia Director (DIN:00020603) Place: New Delhi Date: May 17, 2023

Ajay Sivaraman Nair Chief Financial Officer Praveen Someshwar Director (DIN: 01802656)

Place: Gurugram Date: May 17, 2023

53

Statutory Reports

Financial Statements

Statement of changes in equity

for the year ended March 31, 2023

A. Equity Share Capital ( Refer Note 12)

Equity Shares of INR 2 each issued, subscribed and fully paid up

H Lakhs

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Particulars Number of shares Amount
Balance as at 1 April, 2021 58,187,078 1,164
Changes during the year - -
Balance as at March 31, 2022 58,187,078 1,164
Changes during the year - -
Balance as at March 31, 2023 58,187,078 1,164
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• B. Other Equity attributable to equity holders (Refer Note 13)

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H Lakhs
Retained Capital FVTOCI
Particulars Total
earnings Reserve reserve
Balance as at 1 April, 2021 (3,277) 10,703 - 7,426
Loss for the year (1,463) - - (1,463)
Items of other comprehensive income
- Change in Fair value of investment - - 1 1
- Remeasurements of post-employment benefit obligation, (2) - - (2)
net of tax
Balance as at March 31, 2022 (4,742) 10,703 1 5,962
Loss for the year (1,434) - - (1,434)
Items of other comprehensive income
- Change in Fair value of investment - - (1) (1)
- Remeasurements of post-employment benefit obligation, 5 - - 5
net of tax
Balance as at March 31, 2023 (6,171) 10,703 - 4,532
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See accompanying notes to the standalone financial statements.

In terms of our report of even date attached

For B S R and Associates Chartered Accountants (ICAI Firm registration Number: 128901W)

David Jones Partner Membership No. 098113

For and on behalf of the Board of Directors of Digicontent Limited

Arjit Gupta Company Secretary

Ajay Sivaraman Nair Chief Financial Officer

Puneet Jain Chief Executive Officer

Place: Gurugram Date: May 17, 2023

Priyavrat Bhartia Director (DIN:00020603) Place: New Delhi Date: May 17, 2023

Praveen Someshwar Director (DIN: 01802656)

54

Digicontent Limited

Annual Report 2022-23

Notes to the standalone financial statements

for the year ended March 31, 2023

1. Corporate information

Digicontent Limited (“DCL” or “the Company”), is company domiciled in India and incorporated on 14 August, 2017 under the provisions of the Companies Act, 2013.

The Company is engaged in “Entertainment & Digital Innovation Business”. It includes the following-

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Fever Audio Carries out:
Tool • Aggregation and creation of
audio and multi-screen videos
• Audio feed which plays music
inside across various stores
• Distribution of in-house creative
and niche celeb based content to
mobile and digital users
Desi Martini Carries out internet related business
for providing movie reviews and
ratings in the name of www.
desimartini.com
Photo Library Maintains Repository of the
copyrighted images
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The registered office of the Company is located at 18-20, K.G. Marg, New Delhi-110001.

Information on related party relationship of the Company is provided in Note 29 and 30.

The financial statements of the Company for the year ended March 31, 2023 are authorised for issue in accordance with a resolution of the Board of Directors on May 17, 2023.

The standalone financial statements have been prepared on a historical cost basis, except for the following assets and liabilities which have been measured at fair value:

• Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments).

All amounts disclosed in the financial statements and notes have been rounded off to the nearest lacs as per the requirement of Schedule III, unless otherwise stated.

The standalone financial statements are presented in Indian Rupees (INR), which is also the Company’s functional currency.

2.2 Summary of significant accounting policies

a) Current versus non- current classification

The Company presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset is treated as current when it is:

• Expected to be realised or intended to sold or consumed in normal operating cycle

• Held primarily for the purpose of trading

• Expected to be realised within twelve months after the reporting period, or

• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

2. Significant accounting policies followed by company

2.1 Basis of preparation

The standalone financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (‘Ind AS’) specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Companies Act 2013 (the “accounting principles generally accepted in India”).

The accounting policies are applied consistently to all the periods presented in the financial statements.

All other assets are classified as non-current.

A liability is current when:

• It is expected to be settled in normal operating cycle

• It is held primarily for the purpose of trading

• It is due to be settled within twelve months after the reporting period, or

• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period

55

Statutory Reports

Financial Statements

Notes to the standalone financial statements

for the year ended March 31, 2023

The Company classifies all other liabilities as noncurrent.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

The Company has identified twelve months as its operating cycle.

b) Foreign currencies

Transactions and Balances

Transactions in foreign currencies are initially recorded by the Company at their respective functional currency spot rates at the date the transaction first qualifies for recognition. However, for practical reasons, the Company uses monthly average rate if the average approximates the actual rate at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.

Exchange differences arising on the settlement of monetary items or on restatement of the Company’s monetary items at rates different from those at which they were initially recorded during the period, or reported in previous financial statements, are recognized as income or as expenses in the period in which they arise. They are deferred in equity if they relate to qualifying cash flow hedges.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions.

is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability, or

• In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

c) Fair value measurement

The Company measures financial instruments, such as, derivatives and certain investments at fair value at each reporting/ balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement

• Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities

• Level 2 — Valuation techniques for which inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

• Level 3 — Valuation techniques for which inputs are unobservable inputs for the asset or liability

56

Digicontent Limited

Annual Report 2022-23

Notes to the standalone financial statements

for the year ended March 31, 2023

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by reassessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

Other fair value related disclosures are given in the relevant notes:

• Disclosures for valuation methods, significant estimates and assumptions (Note 33)

• Quantitative disclosures of fair value measurement hierarchy (Note 33)

• Financial instruments (including those carried at amortised cost) (Note 33)

d) Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured, regardless of when the payment is being made.

Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price (net of variable consideration) allocated to that performance obligation. The transaction price of goods sold and services rendered is net of variable consideration on account of various discounts and schemes offered by the Company as part of the contract.

Revenue excludes taxes collected from customers. The Company has concluded that it is the principal in all of its revenue arrangements since it is the primary obligor in all the revenue arrangements as it has pricing latitude and is also exposed to inventory and credit risks.

Goods and Services Tax (GST) is not received by the Company on its own account. Rather, it is tax collected on behalf of the government. Accordingly, it is excluded from revenue.

Contract asset and unbilled receivables

Contract asset represents the Company’s right to consideration in exchange for services that the Company has transferred to a customer when that right is conditioned on something other than the passage of time.

When there is unconditional right to receive cash, and only passage of time is required to do invoicing, the same is presented as unbilled receivable.

A contract liability is recognised if a payment is received or a payment is due (whichever is earlier) from a customer before the Company transfers the related goods or services and the Company is under an obligation to provide only the goods or services under the contract. Contract liabilities are recognised as revenue when the Company performs under the contract (i.e., transfers control of the related goods or services to the customer).

The specific recognition criteria described below must also be met before revenue is recognised:

Online Advertising

Revenue from digital platforms by display of internet advertisements is typically contracted for a period of one to twelve months. Revenue in this respect is recognized as and when advertisement is published/ displayed. Unearned revenues are reported on the balance sheet as deferred revenue/ contract liability.

Revenue from Content Selling

Revenue from Content Selling is recognized as and when the content is published/ circulated by the customer.

Interest income

Interest income is recorded using the effective interest rate (ElR). EIR is the rate that exactly discounts the estimated future cash payments

57

Statutory Reports

Financial Statements

Notes to the standalone financial statements

for the year ended March 31, 2023

or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset or to the amortised cost of a financial liability. When calculating the effective interest rate, the Company estimates the expected cash flows by considering all the contractual terms of the financial instrument (for example, prepayment, extension, call and similar options) but does not consider the expected credit losses. Interest income is included in finance income in the statement of profit and loss.

e) Taxes

assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognised for all taxable temporary differences.

Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised.

Current income tax

Tax expense is the aggregate amount included in the determination of profit or loss for the period in respect of current tax and deferred tax.

Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income Tax Act, 1961.

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Current tax items are recognised is correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Appendix C to Ind AS 12, Income Taxes dealing with accounting for uncertainty over income tax treatments does not have any material impact on financial statements of the Company.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.

Deferred tax assets and deferred tax liabilities are offset if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

GST/ value added taxes paid on acquisition of assets or on incurring expenses

Expenses and assets are recognised net of the amount of GST/ value added taxes paid, except:

Deferred tax

Deferred tax is provided using the liability method on temporary differences between the tax bases of

• When the tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, the tax paid

58

Digicontent Limited

Annual Report 2022-23

Notes to the standalone financial statements

for the year ended March 31, 2023

is recognised as part of the cost of acquisition of the asset or as part of the expense item, as applicable

• When receivables and payables are stated with the amount of tax included

The net amount of tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet.

f) Property, plant and equipment

Construction in progress is stated at cost, net of accumulated impairment losses, if any. Plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of replacing part of the plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met.

Cost comprises the purchase price, borrowing costs if capitalization criteria are met and any directly attributable cost of bringing the asset to its working condition for the intended use. Any trade discounts and rebates are deducted in arriving at the purchase price.

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Useful life estimated by
Type of asset
management (Years)
Office Equipment 2-5
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The Company, based on technical assessment made by the management depreciates certain assets over estimated useful lives which are different from the useful life prescribed in Schedule ll to the Companies Act, 2013. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.

Property, Plant and Equipment which are added/ disposed off during the period, depreciation is provided on pro-rata basis with reference to the month of addition/deletion.

An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognised.

Recognition:

The cost of an item of property, plant and equipment

shall be recognised as an asset if, and only if:

• (a) it is probable that future economic benefits associated with the item will flow to the entity; and

• (b) the cost of the item can be measured reliably.

All other expenses on existing assets, including dayto- day repair and maintenance expenditure and cost of replacing parts, are charged to the Statement of Profit and Loss for the period during which such expenses are incurred.

Depreciation methods, estimated useful life and residual value

Depreciation is calculated on a straight-line basis over the estimated useful life of the assets as follows:

Subsequent expenditure can be capitalised only if it is probable that future economic benefits associated with the expenditure will flow to the company.

The residual values, useful life and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.

g) Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Internally generated intangibles, excluding capitalised development costs, are not capitalised and the related expenditure is reflected

59

Statutory Reports

Financial Statements

Notes to the standalone financial statements

for the year ended March 31, 2023

in profit or loss in the period in which the expenditure is incurred.

The useful life of intangible assets is assessed as either finite or indefinite.

borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.

i) Leases

Intangible assets with indefinite useful life are not amortised, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit or loss.

Intangible assets with finite life are amortized on straight line basis using the estimated useful life as follows:

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----- Start of picture text -----

Intangible Assets Useful life (in years)
Software 1 - 6
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Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognised in the statement of profit or loss when the asset is derecognised.

h) Borrowing costs

A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Company as a lessee

The Company recognises right-of-use asset representing its right to use the underlying asset for the lease term at the lease commencement date. The cost of the right-of-use asset measured at inception shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date less any lease incentives received, plus any initial direct costs incurred and an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset or restoring the underlying asset or site on which it is located. The right-of-use assets is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability. The right-of-use assets is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of rightof-use asset. The estimated useful lives of rightof-use assets are determined on the same basis as those of property, plant and equipment. Rightof-use assets are tested for impairment whenever there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the statement of profit and loss.

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the

The Company measures the lease liability at the present value of the lease payments that are not paid at the commencement date of the lease. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses incremental borrowing rate. The lease payments shall include

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Digicontent Limited

Annual Report 2022-23

Notes to the standalone financial statements for the year ended March 31, 2023

fixed payments, variable lease payments, residual value guarantees, exercise price of a purchase option where the Company is reasonably certain to exercise that option and payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised insubstance fixed lease payments. The Company recognises the amount of the re-measurement of lease liability due to modification as an adjustment to the right-of-use asset and statement of profit and loss depending upon the nature of modification. Where the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, the Company recognises any remaining amount of the re-measurement in statement of profit and loss.

The Company has elected not to apply the requirements of Ind AS 116 to short-term leases of all assets that have a lease term of 12 months or less and leases for which the underlying asset is of low value. The lease payments associated with these leases are recognised as an expense on a straight-line basis over the lease term.

term. In case of a finance lease, finance income is recognised over the lease term based on a pattern reflecting a constant periodic rate of return on the lessor’s net investment in the lease.

j) Employee benefits

Short term employee benefits and defined contribution plans:

All employee benefits payable/available within twelve months of rendering the service are classified as short-term employee benefits. Benefits such as salaries, wages and bonus etc. are recognised in the statement of profit and loss in the period in which the employee renders the related service.

Retirement benefit in the form of provident fund is a defined contribution scheme. The Company has no obligation, other than the contribution payable to the provident fund. The Company recognizes contribution payable to the provident fund scheme as an expense, when an employee renders the related service. If the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognized as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognized as an asset to the extent that the pre-payment will lead to, for example, a reduction in future payment or a cash refund.

Gratuity

As a practical expedient a lessee (the company) has elected, by class of underlying asset, not to separate lease components from any associated non-lease components. A lessee (the company) accounts for the lease component and the associated non-lease components as a single lease component.

Company as a lessor

At the inception of the lease the Company classifies each of its leases as either an operating lease or a finance lease. The Company recognises lease payments received under operating leases as income on a straight- line basis over the lease

Gratuity is a defined benefit scheme. The defined benefit obligation is Computed by actuaries using the projected unit credit method.

Re-measurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Re-

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Statutory Reports

Financial Statements

Notes to the standalone financial statements

for the year ended March 31, 2023

measurements are not reclassified to profit or loss in subsequent periods.

Past service costs are recognised in profit or loss on the earlier of:

• The date of the plan amendment or curtailment, and

• The date that the Company recognises related restructuring cost

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset.

The Company recognises the following changes in the net defined benefit obligation as an expense in the Statement of profit and loss:

• Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and

• Net interest expense or income

Termination benefits

The Company recognizes termination benefit as a liability and an expense when the Company has a present obligation as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the termination benefits fall due more than 12 months after the balance sheet date, they are measured at present value of future cash flows using the discount rate determined by reference to market yields at the balance sheet date on government bonds.

Compensated Absences

Accumulated leave, which is expected to be utilized within the next 12 months, is treated as short term employee benefit. The Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date.

The company treats leaves expected to be carried forward for measurement purposes. Such

compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the year-end. Actuarial gains/ losses are immediately taken to the statement of profit and loss and are not deferred. The company presents the entire leave as a current liability in the balance sheet, since it does not have an unconditional right to defer its settlement for 12 months after the reporting date. Where Company has the unconditional legal and contractual right to defer the settlement for a period beyond 12 months, the same is presented as non-current liability.

k) Impairment of non-financial assets

The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded Company’s or other available fair value indicators.

The Company bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of the Company’s CGUs to which the individual assets are allocated.

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Digicontent Limited

Annual Report 2022-23

Notes to the standalone financial statements

for the year ended March 31, 2023

These budgets and forecast calculations generally cover a period of five years. For longer periods, a longterm growth rate is calculated and applied to project future cash flows after the fifth year. To estimate cash flow projections beyond periods covered by the most recent budgets/forecasts, the Company extrapolates cash flow projections in the budget using a steady or declining growth rate for subsequent years, unless an increasing rate can be justified. In any case, this growth rate does not exceed the long-term average growth rate for the products, industries, or country or countries in which the entity operates, or for the market in which the asset is used.

An assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Company estimates the asset’s or CGU’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of profit or loss unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase.

Intangible assets with indefinite useful lives are tested for impairment annually at the CGU level, as appropriate, and when circumstances indicate that the carrying value may be impaired.

l) Investments in subsidiaries

An investor, regardless of the nature of its involvement with an entity (the investee), shall determine whether it is a parent by assessing whether it controls the investee.

An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement

with the investee and has the ability to affect those returns through its power over the investee.

Thus, an investor controls an investee if and only if the investor has all the following:

• (a) power over the investee;

• (b) exposure, or rights, to variable returns from its involvement with the investee and

• (c) the ability to use its power over the investee to affect the amount of the investor’s returns.

An associate is an entity over which the Company has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies.

The considerations made in determining significant influence are similar to those necessary to determine control over subsidiaries.

The Company has elected to recognize its investments in subsidiary companies at cost in accordance with the option available in IndAS 27, ‘Separate Financial Statements’. Except where investments accounted for at cost shall be accounted for in accordance with Ind-AS 105, Noncurrent Assets Held for Sale and Discontinued Operations, when they are classified as held for sale.

Investment carried at cost will be tested for impairment as per Ind-AS 36.

m) Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when

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Financial Statements

Notes to the standalone financial statements for the year ended March 31, 2023

the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the P&L.

If the effect of the time value of money is material, provisions are discounted using a current pretax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

n) Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets

Initial recognition and measurement

All financial assets are recognized initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.

Equity investments

All equity investments in scope of Ind-AS 109 are measured at fair value. Equity instruments which are held for trading and contingent consideration recognised by an acquirer in a business combination to which Ind-AS 103 applies are Ind-AS classified as at FVTPL. For all other equity instruments, the Company may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The Company makes such election on an instrument-by-instrument basis. The classification is made on Initial recognition and is irrevocable.

If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial assets) is primarily derecognized (i.e. removed from the Company’s balance sheet) when:

• The rights to receive cash flows from the asset have expired, or

• The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognize the transferred asset to the extent of the Company’s continuing involvement. In that case, the Company also recognizes an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.

Impairment of financial assets

recycling of the amounts from OCI to P&L, even on sale of investment. However, the Company may transfer the cumulative gain or loss within equity.

In accordance with Ind-AS 109, the Company applies expected credit loss (ECL) model for measurement

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Digicontent Limited

Annual Report 2022-23

Notes to the standalone financial statements for the year ended March 31, 2023

and recognition of impairment loss on the following financial assets and credit risk exposure:

• a) Financial assets are measured at amortized cost e.g., loans, debt securities, deposits, trade receivables and bank balance

• b) Trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are within the scope of Ind-AS 115 (referred to as ‘contractual revenue receivables’ in these financial statements)

The Company follows ‘simplified approach’ for recognition of impairment loss allowance on trade receivables or contract revenue receivables.

The application of simplified approach does not require the Company to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.

For recognition of impairment loss on other financial assets and risk exposure, the Company determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL.

Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible within 12 months after the reporting date.

As a practical expedient, the Company uses a provision matrix to determine impairment loss allowance on portfolio of its trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted for forward-looking

estimates. At every reporting date, the historical observed default rates are updated and changes in the forward-looking estimates are analysed.

ECL impairment loss allowance (or reversal) recognized during the period is recognized as income/ expense in the Statement of Profit and Loss. This amount is reflected under the head ‘other expenses’ in the Statement of Profit and Loss. The balance sheet presentation for various financial instruments is described below:

• Financial assets measured as at amortized cost, contractual revenue receivables and lease receivables: ECL is presented as an allowance, i.e., as an integral part of the measurement of those assets in the balance sheet. The allowance reduces the net carrying amount. Until the asset meets write-off criteria, the Company does not reduce impairment allowance from the gross carrying amount. For assessing increase in credit risk and impairment loss, the Company combines financial instruments on the basis of shared credit risk characteristics with the objective of facilitating an analysis that is designed to enable significant increases in credit risk to be identified on a timely basis.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction cos

The Company’s financial liabilities include trade and other payables, loans and borrowings.

Subsequent measurement

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at

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Statutory Reports

Financial Statements

Notes to the standalone financial statements

for the year ended March 31, 2023

amortized cost using the ElR method. Gains and losses are recognised in profit and loss when the liabilities are derecognised as well as through the EIR amortisation process.

the financial statements. Contingent assets are only disclosed when it is probable that the economic benefits will flow to the entity.

p) Cash and cash equivalents

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The ElR amortization is included as finance costs in the Statement of Profit and Loss. This category generally applies to borrowings.

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

De-recognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Statement of Profit and Loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

For the purpose of the statement of cash flows, cash and cash equivalent consists of cash and short-term deposits, as defined above, as they are considered an integral part of the Company’s cash management.

Cash flows from operating activities are being prepared as per the Indirect method mentioned in Ind AS 7.

q) Measurement of EBITDA

The Company has elected to present earnings before interest expense, tax, depreciation and amortization (EBITDA) as a separate line item on the face of the statement of profit and loss. The Company measures EBITDA on the face of profit/ (loss) from continuing operations. In the measurement, the Company does not include depreciation and amortization expense, finance costs and tax expense.

r) Earnings per Share

Basic earnings per share

o) Contingent liabilities

Basic earnings per share are calculated by dividing:

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non–occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in

• the profit attributable to owners of the Company

• by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year and excluding treasury shares.

Diluted earnings per share

Diluted earnings per share adjust the figures used in the determination of basic earnings per share to take into account:

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Digicontent Limited

Annual Report 2022-23

Notes to the standalone financial statements for the year ended March 31, 2023

• the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and

• the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.

2.3. Significant accounting judgements, estimates and assumptions

The preparation of the Company’s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

The areas involving critical estimates or Judgement are as below:

Taxes

Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and timing of future taxable income. Given the wide range of business relationships and the longterm nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Company establishes provisions, based on reasonable estimates. The amount of such provisions is based on various factors, such as experience of previous tax assessments and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective domicile of the Companies.

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to

determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

Defined benefit plans

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation.

The mortality rate is based on publicly available mortality tables for the specific countries. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates for the respective countries.

Further details about gratuity obligations are given in Note 28.

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

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Statutory Reports

Financial Statements

Notes to the standalone financial statements

for the year ended March 31, 2023

Impairment of financial assets

The impairment provisions for financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on Company’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

Impairment of non- financial assets

The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs

of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pretax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent markets transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators.

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Digicontent Limited

Annual Report 2022-23

Notes to the standalone financial statements

for the year ended March 31, 2023

Note 3 : Property, plant and equipment

==> picture [470 x 173] intentionally omitted <==

----- Start of picture text -----

H Lakhs
Particulars Office equipment Total
Cost
As at 1 April, 2021 3 3
As at March 31, 2022 3 3
As at March 31, 2023 3 3
Accumulated depreciation/ Impairment
As at 1 April, 2021 3 3
Add: Charge for the year - -
As at March 31, 2022 3 3
Add: Charge for the year - -
As at March 31, 2023 3 3
Net block
As at March 31, 2023 - -
As at March 31, 2022 - -
----- End of picture text -----

*INR less than 50,000/- has been rounded off to Nil.

Note 4 : Intangible assets

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----- Start of picture text -----

H Lakhs
Particulars Software Licenses Total
Gross carrying amount
As at 1 April, 2021 62 62
Change during the year - -
As at March 31, 2022 62 62
Change during the year - -
As at March 31, 2023 62 62
Accumulated amortisation
As at 1 April, 2021 56 56
Add: Charge for the year 4 4
As at March 31, 2022 60 60
Add: Charge for the year 1 1
As at March 31, 2023 61 61
Net carrying amount
As at March 31, 2023 1 1
As at March 31, 2022 2 2
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Note 5 : Investments in subsidiaries

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----- Start of picture text -----

H Lakhs
Particulars March 31, 2023 March 31, 2022
Investment in subsidiary (at cost)
Unquoted
HT Digital Streams Limited (refer note 30 and 38) 13,630 15,651
155.45 Lakhs (previous Year 178.50 Lakhs) equity shares of INR 10/- each
fully paid up
Total 13,630 15,651
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Financial Statements

Notes to the standalone financial statements

for the year ended March 31, 2023

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----- Start of picture text -----

H Lakhs
Particulars March 31, 2023 March 31, 2022
Provision for impairment in value of investment (B) - -
Total investment in subsidiary (A) - (B) 13,630 15,651
Current - -
Non - Current 13,630 15,651
Aggregate book value of unquoted investments 13,630 15,651
Aggregate amount of impairment in value of investments - -
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Financial Assets

Note 6 : Investments

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----- Start of picture text -----

H Lakhs
Particulars March 31, 2023 March 31, 2022
Investments at Fair Value through OCI
Quoted
Investment in equity instruments (refer note 33):
Reliance Industries Limited 3 3
125 (Previous Year: 125) equity shares of INR 10 each fully paid up
Tata Consultancy Services Limited 2 3
80 (Previous Year: 80) equity shares of INR 1 each fully paid up
Total investments 5 6
Current - -
Non - Current 5 6
Aggregate book value of quoted investments 5 6
Aggregate market value of quoted investments 5 6
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Note 7 : Trade receivables

H Lakhs

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----- Start of picture text -----

Particulars March 31, 2023 March 31, 2022
Trade receivables 106 66
Unbilled revenue 1 -
Loss allowance for bad & doubtful receivables (38) (30)
Total 69 36
Current 69 36
Non - Current - -
H Lakhs
Particulars March 31, 2023 March 31, 2022
Considered good – Secured - -
Considered good – Unsecured 107 66
Trade Receivables which have significant increase in credit risk - -
Trade Receivables – credit impaired - -
Total 107 66
Loss allowance for bad & doubtful receivables (38) (30)
Net Trade receivables 69 36
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Notes to the standalone financial statements

for the year ended March 31, 2023

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----- Start of picture text -----

107 - - - - - 107 38 69 66 - - - - - 66 30 36
Lakhs Total Lakhs Total
H H
More than 3 years 4 - - - - - 4 4 - More than 3 years 5 - - - - - 5 5 -
2-3 years 7 - - - - - 7 7 - 2-3 years 6 - - - - - 6 6 -
1-2 years 16 - - - - - 16 16 - 1-2 years 13 - - - - - 13 13 -
6 months -1 year 17 - - - - - 17 11 6 6 months -1 year 16 - - - - - 16 6 10
Outstanding for following periods from the due date 37 - - - - - 37 - 37 Outstanding for following periods from the due date 21 - - - - - 21 - 21
Less than 6 months Less than 6 months
Not Due 25 - - - - - 25 - 25 Not Due 5 - - - - - 5 - 5
Unbilled 1 - - - - - 1 - 1 Unbilled - - - - - - - - -
significant increase in credit risk increase in credit risk significant increase in credit risk increase in credit risk
Particulars (i) Undisputed Trade receivables – considered good (ii) Undisputed Trade Receivables – which have (iii) Undisputed Trade Receivables – credit impaired (iv) Disputed Trade Receivables–considered good (v) Disputed Trade Receivables – which have significant (vi) Disputed Trade Receivables – credit impaired Total Less: Loss allowance for bad & doubtful receivables Net Trade receivables Trade Receivables ageing schedule March 31, 2022 Particulars (i) Undisputed Trade receivables – considered good (ii) Undisputed Trade Receivables – which have (iii) Undisputed Trade Receivables – credit impaired (iv) Disputed Trade Receivables–considered good (v) Disputed Trade Receivables – which have significant (vi) Disputed Trade Receivables – credit impaired Total Less: Loss allowance for bad & doubtful receivables Net Trade receivables
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for the year ended March 31, 2023

Note 8: Cash and cash equivalents

H Lakhs

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----- Start of picture text -----

Particulars March 31, 2023 March 31, 2022
Balance with banks :
- On current accounts 24 21
- Deposits with original maturity of less than three months 18 -
Total 42 21
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Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Company and earn interest at the respective short-term deposit rates.

Note 9: Other financial assets

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Bank deposits with more than 12 months maturity 1,500 1,700
Security Deposit given 1 1
Interest accrued on bank deposits 23 47
Total 1,524 1,748
Current 1,524 1,748
Non - Current - -
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Break up of financial assets carried at amortised cost

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Trade receivables (Note 7) 69 36
Cash and cash equivalents (Note 8) 42 21
Other financial assets (Note 9) 1,524 1,748
Total financial assets carried at amortised cost 1,635 1,805
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Break up of financial assets carried at fair value through other comprehensive income

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Investments (Note 6) 5 6
Total financial assets carried at fair value through other comprehensive income 5 6
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Note 10: Other current assets

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Advances given 2 1
Prepaid expenses 1 2
Balance with statutory/government authorities 138 85
Total 141 88
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72

Digicontent Limited

Annual Report 2022-23

Notes to the standalone financial statements

for the year ended March 31, 2023

Note 11 : Income tax assets (net)

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Income tax assets (net) [related to current tax] 22 24
Total 22 24
Current - -
Non-Current 22 24
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Note 12 : Share capital

Authorised Share Capital

H Lakhs

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Particulars Number of shares Amount
As at 1 April, 2021 60,000,000 1,200
Changes during the year - -
As at March 31, 2022 60,000,000 1,200
Changes during the year - -
As at March 31, 2023 60,000,000 1,200
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Terms/ rights attached to equity shares

The Company has only one class of equity shares having par value of INR 2 per share. Each holder of equity shares is entitled to one vote per share.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Issued and subscribed capital

Equity shares of INR 2 each issued, subscribed and fully paid

H Lakhs

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Particulars Number of shares Amount
As at 1 April, 2021 58,187,078 1,164
Changes during the year - -
As at March 31, 2022 58,187,078 1,164
Changes during the year - -
As at March 31, 2023 58,187,078 1,164
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73

Statutory Reports

Financial Statements

Notes to the standalone financial statements

for the year ended March 31, 2023

Reconciliation of the equity shares outstanding at the beginning and at the end of the year

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H Lakhs
As at As at
Particulars March 31, 2023 March 31, 2022
Number of shares Amount Number of shares Amount
Shares outstanding at the beginning of the year 58,187,078 1,164 58,187,078 1,164
Shares Issued during the year - - - -
Shares outstanding at the end of the year 58,187,078 1,164 58,187,078 1,164
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Shares held by holding/ ultimate holding company and/ or their subsidiaries/ associates

Out of equity shares issued by the Company, shares held by its holding company, subsidiary of holding company are as below:

H Lakhs

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Particulars March 31, 2023 March 31, 2022
The Hindustan Times Limited, the holding company
37,764,521 (March 31, 2022- 37,764,521) equity shares of INR 2 each fully paid 755 755
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Shareholding of Promoters as below

As at 31 March 2023

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No. of shares at Change No. of shares %of % Change
Promoter name the beginning of during the at the end of total during the
the year year the year shares year
The Hindustan Times Limited, the 37,764,521 - 37,764,521 64.90% 0.00%
holding company
Total 37,764,521 - 37,764,521 64.90% 0.00%
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As at 31 March 2022

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No. of shares at Change No. of shares %of % Change
Promoter name the beginning of during the at the end of total during the
the year year the year shares year
The Hindustan Times Limited, the holding 40,444,271 (2,679,750) 37,764,521 64.90% -6.63%
company
Total 40,444,271 (2,679,750) 37,764,521 64.90% -6.63%
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Details of shareholders holding more than 5% shares in the Company

H Lakhs

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As at As at
Particulars March 31, 2023 March 31, 2022
Number of shares % holding Number of shares % holding
Equity shares of INR 2 each fully paid
The Hindustan Times Limited, the holding company 37,764,521 64.90% 37,764,521 64.90%
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*As per records of the Company, including its register of shareholders/members and other declaration received from the shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

74

Digicontent Limited

Annual Report 2022-23

Notes to the standalone financial statements

for the year ended March 31, 2023

Note 13: Other equity

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H Lakhs
Particulars March 31, 2023 March 31, 2022
Retained earnings (6,171) (4,742)
Capital reserve 10,703 10,703
FVTOCI reserve - 1
Total 4,532 5,962
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Retained earnings

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H Lakhs
Particulars Amount
As at 1 April, 2021 (3,277)
Net loss for the year (1,463)
Add: Items of other comprehensive income recognised directly in retained earnings
- Remeasurements of defined benefits obligation, net of tax (2)
As at March 31, 2022 (4,742)
Net loss for the year (1,434)
Add: Items of other comprehensive income recognised directly in retained earnings
- Remeasurements of defined benefits obligation, net of tax 5
As at March 31, 2023 (6,171)
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Capital reserve*

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H Lakhs
Particulars Amount
As at 1 April, 2021 10,703
As at March 31, 2022 10,703
As at March 31, 2023 10,703
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• In relation to common control acquisition of entertainment & digital business from HT Media Limited.

FVTOCI reserve*

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H Lakhs
Particulars Amount
As at 1 April, 2021 -
Changes during the year 1
As at March 31, 2022 1
Changes during the year (1)
As at March 31, 2023 -
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• In relation to investments classified at Fair Value through OCI

75

Statutory Reports

Financial Statements

Notes to the standalone financial statements for the year ended March 31, 2023

Note 14 : Borrowings

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H Lakhs
Particulars March 31, 2023 March 31, 2022
Unsecured
Non-current borrowings
Inter corporate deposits (note (i) below) (refer note 30 and 37) 7,477 -
Inter corporate deposits (note (ii) below) (refer note 30 and 37) 1,795 -
Current Borrowings
Inter corporate deposits (note (i) below) (refer note 30 and 37) - 6,817
Aggregate Unsecured Loans 9,272 6,817
Current - 6,817
Non- Current 9,272 -
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• (i) Intercompany loan from HT Media Limited along with outstanding interest was due for repayment in December 2022 (First Tranche) and in March 2023 (Second Tranche). The same has got extended for period of 5 years and are due for repayment after 5 years from the original due date along with rate of interest of Overnight MIBOR + 655 bps compounded on monthly basis.

• (ii) Intercompany loan from HT Digital Streams Limited was drawn in current year in various tranches at an interest of 1 year MIBOR + 435 bps compounded annually repayable within 60 months from drawn date.

Debt reconciliation:

H Lakhs

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Current Non-current
Promoter name Total
Borrowings Borrowings
As at 1 April, 2021 8,000 - 8,000
Less : Repayments (1,183) - (1,183)
Balance as at March 31, 2022 6,817 - 6,817
Re-classification of borrowing (5,572) 5,572 -
Add : Drawdowns - 1,795 1,795
Less : Repayments (1,245) (1,577) (2,822)
Add : Existing Borrowings got extended - 3,482 3,482
Balance as at March 31, 2023 - 9,272 9,272
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Note 15: Trade payables

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H Lakhs
Particulars March 31, 2023 March 31, 2022
Trade payables
(i) Total outstanding dues of micro enterprises and small enterprises (refer - 11
note 31)
(ii) total outstanding dues of creditors other than micro enterprises and
small enterprises
- payable to related parties (refer note 30) 33 22
- Payable to others 85 75
Other than micro enterprises and small enterprises 118 97
Total 118 108
Current 118 108
Non- Current - -
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76

Digicontent Limited

Annual Report 2022-23

Notes to the standalone financial statements

for the year ended March 31, 2023

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Lakhs Total - 118 - - 118 Lakhs Total 11 97 - - 108 Lakhs 3,480 10 3,490
H H H
- - - - - - - - - -
March 31, 2022
Current - 23 23
More than 3 years More than 3 years
- - - - - - - - - -
March 31, 2023
2-3 years 2-3 years
- - -
1-2 years - - - - - 1-2 years - - - - -
Outstanding for following periods from the due date - 4 - - 4 Outstanding for following periods from the due date - 5 - - 5 March 31, 2022
-
Non- Current 311 311
Less than 1 year Less than 1 year
Not Due - 33 - - 33 Not Due 11 23 - - 34 March 31, 2023
Unbilled - 81 - - 81 Unbilled - 69 - - 69 Other financial liabilities at amortised cost Interest accrued but not due on borrowings and others (refer note 30) Employee related provisions
Particulars (i) MSME (ii) Others (iii) Disputed dues – MSME (iv) Disputed dues - Others Total As at March 31, 2022 Particulars (i) MSME (ii) Others (iii) Disputed dues – MSME (iv) Disputed dues - Others Total Note 16 : Other financial liabilities Particulars I. Total
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77

Statutory Reports

Financial Statements

Notes to the standalone financial statements

for the year ended March 31, 2023

Break up of financial liabilities carried at amortised cost

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Borrowings (Note 14) 9,272 6,817
Trade payables (Note 15) 118 108
Others (Note 16) 334 3,490
Total 9,724 10,415
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Note 17A : Other current liabilities

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H Lakhs
Particulars March 31, 2023 March 31, 2022
Statutory dues - 16
Total - 16
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Note 17B : Contract liabilities

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Customers and agents credit balances 4 2
Total 4 2
Current 4 2
Non- Current - -
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Amount of revenue recognised during FY 2022-2023 from contract liabilities at the beginning of the year is INR Nil lakhs (Previous Year: Nil).

Amount accrued during FY 2022-2023 amounts to INR 2 lakhs (Previous Year: Nil).

Note 18 : Provisions

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H Lakhs
Non- Current Current
Particulars
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Provision for employee benefits
Provision for gratuity (refer note 28) 8 12 1 2
Provision for leave encashment (refer note 28) - - 1 3
Total 8 12 2 5
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78

Digicontent Limited

Annual Report 2022-23

Notes to the standalone financial statements

for the year ended March 31, 2023

Note 19 : Deferred tax assets (net)

The major components of income tax expense for the year ended 31 March 2023 are :

Statement of profit and loss :

Profit or loss section

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H Lakhs
Particulars March 31, 2023 March 31, 2022
Current income tax :
Current income tax charge - -
Deferred tax :
Deferred tax charge - -
Income tax expense reported in the statement of profit or loss - -
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OCI section :

Deferred tax related to items recognised in OCI during in the year :

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Net loss/(gain) on remeasurements of defined benefit plans - -
Income tax charged to OCI - -
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Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate for March 31, 2023 and March 31, 2022:

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Accounting loss before income tax (1,434) (1,463)
At India's statutory income tax rate of 25.17% (361) (368)
At the effective income tax rate (361) (368)
Non-recognition of deferred tax asset 361 368
Income tax expense reported in the statement of profit and loss - -
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Deductible temporary differences, unused tax losses, and unused tax credits for which no deferred tax asset is recognised in the balance sheet as on 31 March 2023:

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Temporary differences arising on:
Carried forward business losses (available for 8 assessment years from the 1,517 1,160
respective year of origination of losses)
Unabsorbed depreciation (Available for infinite period) 12 11
Provision for doubtful debts and advances (available on write off/collection) 10 8
Differences in depreciation in block of fixed assets as per tax books and 4 5
financial books (available in due course)
Effect of expenditure debited to Statement of profit and loss in the period 8 12
but allowed for tax purposes in following period (available on payment basis)
Deferred tax Asset 1,551 1,196
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79

Statutory Reports

Financial Statements

Notes to the standalone financial statements for the year ended March 31, 2023

Note 20 : Revenue from operations

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H Lakhs
Particulars March 31, 2023 March 31, 2022
Sale of services
- Revenue from digital services 158 134
Total 158 134
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Note 21 : Other income

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H Lakhs
Particulars March 31, 2023 March 31, 2022
Interest income on effective interest rate (EIR) method
- Bank deposit 89 97
- Interest on income tax refund 1 -
Other non - operating income
Reversal of provision in relation to doubtful debts & advances - 12
Total 90 109
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Note 22 : Employee benefits expense

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Salaries, wages and bonus 198 174
Contribution to provident and other funds (refer note 28) 7 8
Gratuity expense (refer note 28) 3 3
Workmen and staff welfare expenses 1 1
Total 209 186
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Note 23 : Finance costs

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Interest on inter corporate deposit (refer note 30) 1,161 1,137
Bank charges - -
Total 1,161 1,137
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*INR less than 50,000/- has been rounded off to Nil.

Note 24 : Depreciation and amortisation expense

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H Lakhs
Particulars March 31, 2023 March 31, 2022
Depreciation of property, plant and equipments (refer note 3) - -
Amortization of intangible assets (refer note 4) 1 4
Total 1 4
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*INR less than 50,000/- has been rounded off to Nil.

80

Digicontent Limited

Annual Report 2022-23

Notes to the standalone financial statements

for the year ended March 31, 2023

Note 25 : Other expenses

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H Lakhs
Particulars March 31, 2023 March 31, 2022
Advertising and sales promotion 16 22
Communication costs 2 1
News service and dispatches 24 24
Repairs and maintenance:
Plant and machinery 73 45
Loss allowance for doubtful debts and advances 17 -
Legal and professional fees 58 159
Payment to auditor ( refer note I) 13 13
Insurance 4 4
Rent(refer note 30) 22 26
Director's sitting fees (refer note 30) 21 19
Travelling and conveyance 23 26
Loss on account of buy back of equity shares by wholly owned subsidiary 21 20
(refer note 38)
Miscellaneous expenses 17 20
Total 311 379
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*Expenses related to short term leases.

Note I: Payment to auditors

H Lakhs

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Particulars March 31, 2023 March 31, 2022
As auditor :
- Audit fee 8 8
- Limited review 4 4
Reimbursement of expenses 1 1
Total 13 13
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Note 26 : Other comprehensive income

The disaggregation of changes to OCI by each type of reserve in equity is shown below :

During the year ended 31 March 2023

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H Lakhs
Retained FVTOCI
Promoter name Total
earnings Reserve
Re- measurement gains(losses) on defined benefit plans 5 - 5
Change in Fair value of investment - (1) (1)
Tax impact - - -
Total 5 (1) 4
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81

Statutory Reports

Financial Statements

Notes to the standalone financial statements

for the year ended March 31, 2023

During the year ended 31 March 2022

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H Lakhs
Retained FVTOCI
Promoter name Total
earnings Reserve
Re- measurement gains(losses) on defined benefit plans (2) - (2)
Change in Fair value of investment - 1 1
Tax impact - - -
Total (2) 1 (1)
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Note 27: Earnings per Share (EPS) computation

Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders by the weighted average number of equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.

The following reflects the income and share data used in the basic and diluted EPS computations:

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Particulars March 31, 2023 March 31, 2022
Loss attributable to equity holders (INR Lakhs) (1,434) (1,463)
Number of outstanding Equity shares for basic and diluted EPS 58,187,078 58,187,078
Loss per share for continuing and discontinued operations
Basic EPS (2.46) (2.51)
Diluted EPS (2.46) (2.51)
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Note 28 : Gratuity

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H Lakhs
Particulars March 31, 2023 March 31, 2022
Gratuity plan 9 14
Total 9 14
Current 1 2
Non- Current 8 12
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The Company has a defined benefit gratuity plan in India. The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member’s length of service and salary at retirement age.

The following tables summaries the components of net benefit expense recognised in the statement of profit or loss and amounts recognised in the balance sheet for the respective plans:

Defined gratuity plan

Changes in the defined benefit obligation as at 31 March 2023 :

82

Digicontent Limited

Annual Report 2022-23

Notes to the standalone financial statements

for the year ended March 31, 2023

Present value of Obligation

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Opening Balance 14 13
Current Service Cost 2 2
Interest Expense or cost 1 1
Re-measurement (or Actuarial) (gain) / loss arising from:
- change in demographic assumptions - (3)
- change in financial assumptions (1) 5
- experience variance (i.e. Actual experience vs. assumptions) (4) -
Benefits Paid (4) (4)
Transfer In/(Out) 1 -
Total 9 14
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*In relation to transfer of employees from fellow subsidiary

The principal assumptions used in determining gratuity obligation for the Company’s plans are shown below:

H Lakhs

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March 31, 2023 March 31, 2022
Particulars
% %
Discount Rate 7.40% 6.45%
Salary Growth Rate 10.00% 10.00%
Mortality rate 100% of IALM 100% of IALM
2012-14 2012-14
Normal retirement age 58 Years 58 Years
Withdrawal Rate
Up to 30 years 10.00% 10.00%
31 - 44 years 10.00% 10.00%
Above 44 years 10.00% 10.00%
Mortality Rate 100% IALM 2012-14 100% IALM 2012-14
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A quantitative sensitivity analysis for significant assumption as at 31 March 2023 is as shown below:

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Defined Benefit Obligation (Base) 9 14
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Impact on defined benefit obligation

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Assumptions Decrease Increase Decrease Increase
Discount Rate (-/+ 1%) 2 - 1 (1)
Salary Growth Rate (-/+ 1%) - 2 (1) 1
Attrition Rate (-/+ 50%) 2 - 3 (1)
Mortality Rate (-/+ 10%) 1 1 - -
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*INR less than 50,000/- has been rounded off to Nil.

83

Statutory Reports

Financial Statements

Notes to the standalone financial statements

for the year ended March 31, 2023

The sensitivity analysis above has been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

The following payments are maturity profile of Defined Benefit Obligations in future years:

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Within the next 12 months (next annual reporting period) 1 1
Between 2 and 5 years 6 7
Between 6 and 10 years 4 5
Beyond 10 years 6 11
Total expected payments 17 24
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Average duration of the defined benefit plan obligation

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Particulars March 31, 2023 March 31, 2022
Range of Duration 6 Years 7 Years
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Defined Contribution Plan

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Contribution to Provident and Other funds
Charged to statement of profit and loss 7 8
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Leave Encashment (unfunded)

The Company recognises the leave encashment expenses in the Statement of Profit & Loss based on actuarial valuation.

The expenses recognised in the Statement of Profit & Loss and the Leave encashment liability at the beginning and at the end of the year :

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H Lakhs
Particulars March 31, 2023 March 31, 2022
Liability at the beginning of the year 3 2
Benefits paid during the year (2) -
Provided/(Reversed) during the year - 1
Liability at the end of the year 1 3
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*INR less than 50,000/- has been rounded off to Nil.

84

Digicontent Limited

Annual Report 2022-23

Notes to the standalone financial statements

for the year ended March 31, 2023

Note 29: Related party transactions

i) List of Related Parties and Relationships:-

Parties having direct or indirect control over the Company (Holding Company) Holding Company Subsidiary (with whom transactions have occurred during the year) Fellow Subsidiaries (with whom transactions have occurred during the year) Key Managerial Persons (with whom transactions have occurred during the year)

Earthstone Holding (Two) Private Limited (Ultimate controlling party is the Promoter Group) The Hindustan Times Limited HT Digital Streams Limited

HT Media Limited Hindustan Media Ventures Limited Mr. Ajay Relan (deceased and ceased to be Non-Executive Independent Director on October 1, 2021) Mr. Vivek Mehra Ms. Suchitra Rajendra Mr. Lloyd Mathias (Non-Executive independent Director, w.e.f December 28, 2021)

ii) Transactions with related parties

Refer Note 30

iii) Terms and conditions of transactions with related parties

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash (other than Inter-corporate Deposit taken Refer note 14).

85

Statutory Reports

Financial Statements

Notes to the standalone financial statements for the year ended March 31, 2023

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Lakhs H 2022 33 26 24 - 1,137 1 12 19 47 10 1,909 - - 1,183 15,651 22 10,297
March 31,
Total March 31, 2023 31 22 14 2 1,161 1 13 21 41 12 2,000 9,054 1,795 2,822 13,630 33 9,584
March 31, 2022 - - - - - - 19 - - - - - - - -
- - - - - - 21 - - - - - - - - -
Directors
2023
Key Managerial
Personnel (KMP’s) / March 31,
March 31, 2022 2 26 24 1,137 - 12 - 1 5 - - - 1,183 - 11 10,297
2023 2 22 14 2 1,142 - 13 - 1 6 - 9,054 - 2,822 - 16 7,771
Fellow Subsidiary
March 31,
March 31, 2022 31 - - - - 1 - - 46 5 1,909 - - - 15,651 11 -
29 - - - 19 1 - - 40 6 - - 17
Subsidiary March 31, 2023 2,000 1,795 13,630 1,813
Particulars Transactions during the year with related parties REVENUE TRANSACTIONS INCOME Share of revenue received on joint sale EXPENSE Infrastructure support services Advertisement expenses, sales promotion Share of Revenue given on Joint Sales Interest on Inter corporate deposit taken Commission charges Treasury & management support services Non Executive Director's sitting fee and commission OTHERS Reimbursement of expenses incurred on behalf of the company by parties Reimbursement of expenses incurred on behalf of the parties by company Realisation on account of buy back of Equity shares by wholly owned subsidiary Renewal of intercorporate Loan taken by the company (extension of old loan including interest accrued) Inter corporate loan taken by the Company Repayment of inter corporate deposit BALANCE OUTSTANDING Investment in Shares (including premium) Trade payables Inter corporate deposit taken & interest accrued on it
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86

Digicontent Limited

Annual Report 2022-23

Notes to the standalone financial statements

for the year ended March 31, 2023

Note 31: Based on the information available with the Company, Details of dues to Micro and Small Enterprises as defined under the MSMED Act, 2006

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H Lakhs
Particulars March 31, 2023 March 31, 2022
Principal amount - 11
Interest due thereon at the end of the accounting year - -
The amount of interest paid by the buyer in terms of Section 16, of the MSMED - -
Act, 2006 along with the amounts of the payment made to the supplier beyond
the appointed day during each accounting year
The amount of interest due and payable for the year for delay in making - -
payment (which have been paid but beyond the appointed day during the year)
but without adding the interest specified under MSMED Act, 2006.
The amount of interest accrued and remaining unpaid at the end of the - -
accounting year
The amount of further interest remaining due and payable even in the - -
succeeding years, until such date when the interest dues as above are
actually paid to the small enterprise for the purpose of disallowance as a
deductible expenditure under Section 23 of MSMED Act, 2006.
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Note 32 : Capital management

For the purpose of the Company’s capital management, capital includes issued equity capital, share premium and all other equity reserves. The primary objective of the Company’s capital management is to maximise the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital and net debt. The Company includes within net debt and interest bearing loans and borrowings.

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H Lakhs
Particulars March 31, 2023 March 31, 2022
Borrowings (refer Note 14) 9,272 6,817
Interest accrued on borrowings (refer note 16) 311 3,480
Debt 9,583 10,297
Equity & other equity 5,696 7,126
Total capital employed 15,279 17,423
Less: Intangible Assets (1) (2)
Net capital employed 15,279 17,420
Gearing ratio 63% 59%
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No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2023 and March 31, 2022.

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Financial Statements

Notes to the standalone financial statements for the year ended March 31, 2023

Note 33 : Fair values

Set out below, is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments, other than those with carrying amounts that are reasonable approximations of fair values:

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H Lakhs
Particulars Carrying Value Fair value Fair value
31-Mar-23 31-Mar-22 31-Mar-23 31-Mar-22 mechanism
Hierarchy level
Financial assets measured at amortised cost
Balance on deposit accounts (More than 12 1,500 1,700 1,500 1,700 Level 2
months maturity) (refer note 9)
Financial assets measured at fair value through OCI
Quoted Equity Investments (refer note 6) 5 6 5 6 Level 1
Financial liabilities for measured at amortised cost
Borrowings (refer note 14) 9,272 6,817 9,272 6,817 Level 2
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The management assessed that fair value of trade receivables, cash and cash equivalents, other bank balances, loans given (current), other current financial assets, trade payables and other current financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

The following methods and assumptions were used to estimate the fair values:

*Investments in quoted equity shares are valued at closing price of stock on recognised stock exchange.

**The fair values of long term interest-bearing borrowings are determined by using Discounted Cash Flow (DCF) method using discount rate that reflects the issuer’s borrowing rate as at the end of the reporting period. The own non-performance risk was assessed to be insignificant.

***Fixed bank deposits with more than 12 months maturity has been derived basis the interest accrued on fixed deposits upto the balance sheet date.

Note 34 : Segment Information

The Company operations comprise of only one segment i.e. ”Entertainment & Digital Innovation Business”. The Chief operating decision maker (CODM) uses “Entertainment and Digital Business” as single segment to assess performance and for allocating resources. In view of the same separate segment information is not required to be given as per the requirement of Ind AS 108 on “Operating Segments,

There are two customers (including related parties) which represent 10% or more of the Company’s total revenue with total amounting to H 50 lakhs and H 49 lakhs for the year ended March 31, 2023 and March 31, 2022 respectively.

Note 35: Financial risk management objectives and policies

The Company’s principal financial liabilities comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the company’s operations and to support its operations. The company’s principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations.

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Notes to the standalone financial statements

for the year ended March 31, 2023

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. Currently, the Company does not have any foreign currency risk exposure.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The companies exposure to the risk of changes in market interest rates relates primarily to long-term Borrowings with floating interest rates (refer note 14) .

The sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected, with all other variables held constant, on floating rate borrowings is as follows:

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Increase/ Decrease Effect on profit before
For year ended March 31, 2023
in basis points tax (INR Lakhs)
Interest rate +50 12
Interest rate -50 (12)
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For year ended March 31, 2022, the Company has no exposure to the risk of changes in market interest since the Company has fixed interest rate debt obligation.

Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions.

Trade receivables and other financial assets

An impairment analysis is performed at each reporting date on an individual basis for major clients. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 7 and Note 9. The Company does not hold collateral as security.

The Company evaluates the concentration of risk with respect to trade receivables and other financial assets as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy. Investments of surplus funds are made as per guidelines and within limits approved by Board of Directors. Board of Directors/ Management reviews and update guidelines, time to time as per requirement. The guidelines are set to minimize the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments.

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Statutory Reports

Financial Statements

Notes to the standalone financial statements

for the year ended March 31, 2023

Liquidity risk

The Company monitors its risk of a shortage of funds using a liquidity planning tool.

Loan will mature in less than one year at March 31, 2023 based on the carrying value of borrowings reflected in the financial statements.

The table below summarizes the maturity profile of the Company’s financial liabilities-

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H Lakhs
Promoter name With in 1 year More than 1 years Total
As at March 31, 2023
Borrowings (refer note 14) - 9,272 9,272
Trade payables (refer note 15) 118 - 118
Other financial liabilities (refer note 16) 23 311 334
As at March 31, 2022
Borrowings (refer note 14) 6,817 - 6,817
Trade payables (refer note 15) 108 - 108
Other financial liabilities (refer note 16) 3,490 - 3,490
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Note 36: On the matter with respect to classification of the Company as a Non-Banking Finance Company (NBFC) / Systemically Important Core Investment Company (SI-CIC), as per audited financial statements as of March 31, 2021, submitted to RBI on June 25, 2021 and as per audited financial statements as at March 31, 2023, the Company does not fulfil the criteria prescribed for classification as NBFC or SI-CIC.

Note 37 : Statutory Information

• (i) No proceeding has been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

• (ii) The Company has not been declared as wilful defaulter by any bank or financial Institution or other lender.

• (iii) The Company has not entered into any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

• (iv) There are no transaction which has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

• (v) There are no charges or satisfaction yet to be registered with ROC beyond the statutory period.

• (vi) There are no funds which 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 persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

• a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or

• b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

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Notes to the standalone financial statements

for the year ended March 31, 2023

• (vii) There are no funds which have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall:

• a) directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Party or

• b) provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.

• (viii) The Group (as per the provisions of the Core Investment Companies (Reserve Bank) Directions, 2016) has one CICs as part of the Group but is exempted from registration with RBI being not a Systemically Important Core Investment Company (SICIC).

Note 38 : During the year ended March 31, 2023, HT Digital Streams Limited (HTDSL), a wholly owned subsidiary of the Company, has carried out buy back of its 23.05 lacs fully paid up equity shares of INR 10 each held by the Company (representing 12.92% of total equity share capital of HTDSL), at a price of INR 86.75 per equity share. Impact of the buy back has been considered in Company’s standalone financial statements. The aforesaid buy-back will not entail any change in the shareholding pattern of HTDSL, as it continues to be a wholly-owned subsidiary of the Company.

During the year ended March 31, 2022, HT Digital Streams Limited (HTDSL), a wholly owned subsidiary of the Company, has carried out buy back of its 22 lakhs fully paid up equity shares of INR 10 each held by the Company (representing 10.97% of total equity share capital of HTDSL), at a price of INR 86.75 per equity share. Impact of the buy back has been considered in Company’s standalone financial statements. The aforesaid buy-back will not entail any change in the shareholding pattern of HTDSL, as it continues to be a wholly-owned subsidiary of the Company.

Note 39: Standards issued but not yet effective

On 31 March 2023, the Ministry of Corporate Affairs (MCA) issued certain amendments and annual improvements to Ind AS. These amendments are applicable for accounting periods beginning on or after 1 April 2023

Amendment to Ind AS 12 and Ind AS 101

Now the Initial Recognition Exemption (IRE) does not apply to transactions that give rise to equal and offsetting temporary differences. Narrowed the scope of IRE (with regard to leases and decommissioning obligations). Accordingly, companies will need to recognise a deferred tax asset and a deferred tax liability for temporary differences arising on transactions such as initial recognition of a lease and a decommissioning provision.

The amendments apply to transactions that occur on or after the beginning of the earliest comparative period presented.

The application of this amendment is not expected to have a material impact on the Company’s financial statements.

Amendment to Ind AS 1 and Ind AS 34 and Ind AS 107

Companies should now disclose material accounting policies rather than their significant accounting policies.

The application of this amendment is not expected to have a material impact on the Company’s financial statements.

Amendment to Ind AS 8

Definition of ‘change in account estimate’ has been replaced by revised definition of ‘accounting estimate’. As per revised definition, accounting estimates are monetary amounts in the financial statements that are subject to measurement uncertainty.

91

Statutory Reports

Financial Statements

Notes to the standalone financial statements

for the year ended March 31, 2023

The application of this amendment is not expected to have a material impact on the Company’s financial statements.

Following amendments are clarificatory in nature-

Amendment to Ind AS 109

In Indian Accounting Standard (Ind AS) 109, in Appendix B, in paragraph B4.3.12, for item (b), the following item shall be substituted, namely:-

“(b) a combination of entities or businesses under common control as described in Appendix C of Ind AS 103; or”;

The application of this amendment is not expected to have a material impact on the Company’s financial statements.

Amendment to Ind AS 115

In Indian Accounting Standard (Ind AS) 115, in Appendix 1,-

(i) in paragraph 2, for the words and figure “paragraph of 15”, the word and figure “paragraph 51” shall be substituted;

(ii) in paragraph 5, for the word and letter “Appendix D” the word and letter “Appendix B” shall be substituted.;

The application of this amendment is not expected to have a material impact on the Company’s financial statements.

Amendment to Ind AS 103

In Indian Accounting Standard (Ind AS) 103, in Appendix C, in paragraph 13, for item (b), the following item shall be substituted, namely:-

“(b) the date on which the transferee obtains control of the transferor;”;

The application of this amendment is not expected to have a material impact on the Company’s financial statements.

Amendment to Ind AS 102

In Indian Accounting Standard (Ind AS) 102, the footnote starting with the words “For example, in case” and ending with the words “not exercised”, appearing on the heading before paragraph 24 ‘If the fair value of the equity instruments cannot be estimated reliably’ shall be deleted and the same shall be added at the end of paragraph 23 at the words “equity to another”.

The application of this amendment is not expected to have a material impact on the Company’s financial statements.

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Notes to the standalone financial statements

for the year ended March 31, 2023

Note 40 : Ratios

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Ratios March 31, 2023 March 31, 2022 Variation Remarks
Current ratio (in times) 12.09 0.18 6565% Mainly on account of decrease
(Current assets / Current liabilities) in current liabilities by 99% in
the current year as compared
to the previous year.
Debt-equity ratio (in times) 1.68 1.46 16% Mainly on account of decrease
(Total Debt/ Total Equity) in Equity by 20% in the current
Total Debt = Debt comprises of year as compared to the
current borrowings (including previous year.
current maturities of long term
borrowings), non-current borrowings
and interest accrued on borrowings.
Total Equity = Shareholders’ Equity
Debt service coverage ratio (in times) (0.23) (0.04) 473% Mainly on account of decrease
(EBIT i.e. EBITDA - Depreciation and in Debt service by 85% and
amortization expense)/ (Debt payable decrease in negative EBIT by
within one year + Interest on debt) 16% in the current year as
compared to the previous year.
Return on Equity Ratio (%) -22.36% -18.62% 20% Mainly on account of decrease
in Average Shareholder Equity
by 18% in the current year as
compared to the previous year.
(PAT/Average shareholder equity)
Inventory turnover ratio (times) Not applicable Not applicable
"(Cost of goods sold /average
Inventory)
COGS = Cost of materials consumed
+ Changes in inventories of finished
goods, work-in-progress and stock-
in-trade"
Trade receivables turnover ratio (in 3.01 3.66 -18%
times)
(Revenue from operations /average
trade receivables)
Trade payables turnover ratio (in 2.42 1.82 33% Mainly on account of decrease
times) in average net trade payables
"(Other expenses / Average trade by 43% and decrease in other
payables) expenses by 24% in the current
Excluding allowance for doubtful year as compared to the
debts and advances and loss on buy previous year.
back of equity shares"
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Statutory Reports

Financial Statements

Notes to the standalone financial statements

for the year ended March 31, 2023

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Net capital turnover ratio (in times) 0.10 (0.02) -718% Mainly on account of increase
(Operating Revenue from operations/ in working capital by 119%
Working Capital) and increase in revenue from
operations by 18% in the
current year as compared to
the previous year.
Net profit ratio (%) -577.46% -602.15% -4%
{Net profit/(loss) after tax / Total
Income}
Return On Capital Employed (%) -1.78% -1.87% -5%
(Net Operating Profit after tax /
Capital Employed)
Return on investment (%) 5.51% 5.10% 8%
(Income fixed deposit, FVTPL/
Average investments)
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In terms of our report of even date attached

For B S R and Associates Chartered Accountants (ICAI Firm registration Number: 128901W) David Jones Partner Membership No. 098113

For and on behalf of the Board of Directors of Digicontent Limited

Arjit Gupta Ajay Sivaraman Nair Company Secretary Chief Financial Officer

Puneet Jain Chief Executive Officer

Place: Gurugram Date: May 17, 2023

Priyavrat Bhartia Praveen Someshwar Director Director (DIN:00020603) (DIN: 01802656) Place: New Delhi Date: May 17, 2023

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INDEPENDENT AUDITOR’S REPORT

To The Members of Digicontent Limited

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Digicontent Limited (hereinafter referred to as the “Holding Company”) and its subsidiary (Holding Company and its subsidiary together referred to as “the Group”), which comprise the consolidated balance sheet as at 31 March 2023, and the consolidated statement of profit and loss (including other comprehensive income), consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”).

Basis for Opinion

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

Key Audit Matter(s)

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at 31 March 2023, of its consolidated loss and other comprehensive income, consolidated changes in equity and consolidated cash flows for the year then ended.

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Revenue Recognition

See Note 19 to consolidated financial statements

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The key audit matter How the matter was addressed in our audit
We have identified revenue as a key audit matter on Our audit procedures included:
account of the following:
Assessed the Company’s accounting policy for revenue
As disclosed in Note 19 to the Consolidated Financial recognition as per the relevant accounting standard;
Statements, the Group’s revenue from digital services
• Evaluated the design implementation of key internal financial
for the year ended 31 March 2023 was Rs. 34,927 Lakhs
controls with respect to revenue recognition process and
(Previous year Rs. 32,413 Lakhs).
tested the operating effectiveness of such controls for a
sample of transactions;
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Statutory Reports

Financial Statements

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The key audit matter How the matter was addressed in our audit
Revenue is recognized upon transfer of control of • Involved our IT specialists to assist us in testing of key IT
promised services to the customers and when the system controls which impact revenue recognition
collection of consideration by the Group is “probable”.
• Performed detailed testing by selecting samples of revenue
In specific, revenue for digital services is recognized on
transactions recorded during and after the year. For such
the display/delivery of advertisement. There is a risk
samples, verified the underlying documents with respect to
of revenue being recognized for services before the
revenue recognition in the correct accounting year.
service to customer is delivered or revenue is recorded
in correct accounting period. • Tested sample journal entries for revenue recognized during
the year, selected based on specified risk-based criteria, to
There is a presumption of fraud risk with regard to
identify unusual transactions.
revenue recognition as per the Standards on Auditing.
Also, revenue is one of the key performance indicators
of the Company which makes it susceptible to
misstatement.
In view of the above, we have identified revenue
recognition as a key audit matter.
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Other Information

The Company’s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the company's annual report, but does not include the financial statements and auditor’s report(s) thereon. The company's annual report is expected to be made available to us after the date of this auditor’s report.

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

In connection with our audit of the consolidated 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 consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take neccesary actions applicable under the applicable laws and regulations.

Management's and Board of Directors' Responsibilities for the Consolidated Financial Statements

The Company’s Management and Board of Directors are responsible for the preparation and presentation of these

consolidated financial statements in term of the requirements of the Act that give a true and fair view of the consolidated state of affairs, consolidated profit/ loss and other comprehensive income, consolidated statement of changes in equity and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. The respective Management and Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of each company and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the 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 consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Management and Board of Directors of the Company, as aforesaid.

In preparing the consolidated financial statements, the respective Management and Board of Directors of the companies included in the Group are responsible for assessing the ability of each company to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to

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liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group are responsible for overseeing the financial reporting process of each company.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated 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 the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated 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 consolidated 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 with reference to financial statements 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 the Management and Board of Directors.

• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of consolidated financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the appropriateness of this assumption. 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 consolidated 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 Group to cease to continue as a going concern.

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

We communicate with those charged with governance of the Holding Company and such other entities included in the consolidated financial statements of which we are the independent auditors 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 consolidated 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.

97

Statutory Reports

Financial Statements

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. 2 A. As required by Section 143(3) of the Act, we report, to the extent applicable, that:

3. 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 of the aforesaid consolidated financial statements.

4. b. In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books.

5. c. The consolidated balance sheet, the consolidated statement of profit and loss (including other comprehensive income), the consolidated statement of changes in equity and the consolidated statement of cash flows dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements.

6. d. In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section 133 of the Act.

7. e. On the basis of the written representations received from the directors of the Holding Company as on 31 March 2023 taken on record by the Board of Directors of the Holding Company and the written representations received from the directors of the subsidiary company as on 31 March 2023 taken on record by the Board of Directors of its subsidiary company incorporated in India, none of the directors of the Group companies incorporated in India is disqualified as on 31 March 2023 from being appointed as a director in terms of Section 164(2) of the Act.

8. f. With respect to the adequacy of the internal financial controls with reference to financial statements of the Holding Company and its subsidiary company incorporated in India and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

9. B. 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, in our opinion and to the best of our information and according to the explanations given to us:

10. a. There were no pending litigations as at 31 March 2023 which would impact the consolidated financial position of the Group.

11. b. The Group did not have any material foreseeable losses on long-term contracts including derivative contracts during the year ended 31 March 2023.

12. c. There are no amounts which are required to be transferred to the Investor Education and Protection Fund by the Holding Company or its subsidiary company incorporated in India during the year ended 31 March 2023.

13. d (i) The management has represented that, to the best of its knowledge and belief, 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 Holding Company or its subsidiary company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall

    • directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Holding Company or its subsidiary company or

    • provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

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• (ii) The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Holding Company or its subsidiary company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Holding Company or its subsidiary company shall:

• directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Parties or

• provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.

• (iii) Based on such audit procedures as 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 (d) (i) and (d) (ii) contain any material misstatement.

• f. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Holding Company or its subsidiary company only with effect from 1 April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not applicable.

• C. With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, there are no directors to whom remuneration is paid/payable in accordance with the provisions of Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

For B S R and Associates Chartered Accountants Firm’s Registration No.:128901W

• Refer Note 40 to the consolidated financial statements

• e. The Holding Company and its subsidiary company have neither declared nor paid any dividend during the year.

David Jones Partner Place: Gurugram Membership No.: 098113 Date: May 17, 2023 ICAI UDIN:23098113BGYZWL2864

99

Statutory Reports

Financial Statements

Annexure A to the Independent Auditor’s Report on the Consolidated Financial Statements of Digicontent Limited for the year ended 31 March 2023

(Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

• (i) In our opinion and according to the information and explanations given to us, there are no other qualifications or adverse remarks by the respective auditors in the Companies (Auditor’s Report) Order, 2020 reports of the companies incorporated in India and included in the consolidated financial statements, except as mentioned below:

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Clause number
Holding of the CARO
Sr. Name of the Company/ report which is
CIN Remarks
No. entities Subsidiary/ JV/ unfavourable
Associate or qualified or
adverse
1 Digicontent L74999DL2017PLC322147 Holding Clause (xvii) The Company has
Limited incurred cash losses
in the financial year
and immediately
preceding financial
year.
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For B S R and Associates Chartered Accountants Firm’s Registration No.:128901W

David Jones

Place: Gurugram Date: May 17, 2023

Partner Membership No.: 098113 ICAI UDIN:23098113BGYZWL2864

100

Digicontent Limited

Annual Report 2022-23

Annexure B to the Independent Auditor’s Report on the consolidated financial statements of Digicontent Limited for the year ended 31 March 2023

Report on the internal financial controls with reference to the aforesaid consolidated financial statements under Clause (i) of Sub-section 3 of Section 143 of the Act

(Referred to in paragraph 2(A)(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Opinion

In conjunction with our audit of the consolidated financial statements of Digicontent Limited (hereinafter referred to as “the Company”) as of and for the year ended 31 March 2023, we have audited the internal financial controls with reference to financial statements of the Company and such company incorporated in India under the Act which is its subsidiary company, as of that date.

In our opinion, the Holding Company and such company incorporated in India which is its subsidiary company, have, in all material respects, adequate internal financial controls with reference to financial statements and such internal financial controls were operating effectively as at 31 March 2023, based on the internal financial controls with reference to financial statements criteria established by such companies considering the essential components of such internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the “Guidance Note”).

Management’s and Board of Directors’ Responsibilities for Internal Financial Controls

The respective Company’s Management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements criteria

established by the respective company considering the essential components of internal control stated in the Guidance Note. 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 the respective company’s 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.

Auditor’s Responsibility

Our responsibility is to express an opinion on the internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to financial statements. 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 with reference to financial statements were 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 with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, 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 auditor’s judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error.

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Financial Statements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls with reference to financial statements.

Meaning of Internal Financial Controls with Reference to Financial Statements

A company’s internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial controls with reference to financial statements include 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 consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations 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 company’s assets that could have a material effect on the consolidated financial statements.

Inherent Limitations of Internal Financial Controls with Reference to Financial Statements

Because of the inherent limitations of internal financial controls with reference to financial statements, 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 with reference to financial statements to future periods are subject to the risk that the internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For B S R and Associates Chartered Accountants Firm’s Registration No.:128901W

David Jones Partner Place: Gurugram Membership No.: 098113 Date: May 17, 2023 ICAI UDIN:23098113BGYZWL2864

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Consolidated Balance Sheet

as at March 31, 2023

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H Lakhs
As at As at
Note
March 31, 2023 March 31, 2022
I ASSETS
1) Non-current assets
(a) Property, plant and equipment 3 312 306
(b) Right - of - use assets 26A 8,451 482
(c) Intangible assets 4 36 65
(d) Intangible assets under development 4 198 47
(e) Financial assets
(i) Investments 6A 15 16
(ii) Loans 6B 200 200
(iii) Other financial assets 9A 1,128 1,559
(f) Deferred tax assets (net) 18 582 526
(g) Income tax assets (net) 5 1,183 1,412
(h) Other non-current assets 6B - 15
Total Non- current assets 12,105 4,628
2) Current assets
(a) Financial assets
(i) Investments 6A 1,501 3,021
(ii) Trade receivables 7 6,318 5,708
(iii) Cash and cash equivalents 8A 331 315
(iv) Bank balances other than (iii) above 8B - 1,300
(v) Other financial assets 9A 1,529 1,753
(b) Contract assets 9B 266 83
(c) Other current assets 10 574 555
Total current assets 10,519 12,735
TOTAL ASSETS 22,624 17,363
II EQUITY AND LIABILITIES
1) Equity
(a) Equity share capital 11 1,164 1,164
(b) Other equity 12 (1,757) (605)
Total equity (593) 559
2) Liabilities
Non-current liabilities
(a) Financial liabilities
(i) Borrowings 13A 7,477 -
(ii) Lease liabilities 13B 6,602 19
(iii) Other financial liabilities 15 294 -
(b) Provisions 16 8 12
Total non- current liabilities 14,381 31
Current liabilities
(a) Financial liabilities
(i) Borrowings 13A - 6,817
(ii) Lease liabilities 13B 890 9
(iii) Trade payables
a) Total outstanding dues of micro enterprises and small 14 102 83
enterprises
b) Total outstanding dues of creditors other than micro 14 2,175 2,453
enterprises and small enterprises
(iv) Other financial liabilities 15 2,575 5,051
(b) Contract liabilities 17A 1,359 727
(c) Other current liabilities 17B 536 482
(d) Provisions 16 1,199 1,151
Total current liabilities 8,836 16,773
Total liabilities 23,217 16,804
TOTAL EQUITY AND LIABILITIES 22,624 17,363
Summary of significant accounting policies 2
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See accompanying notes to the consolidated financial statements. In terms of our report of even date attached For B S R and Associates Chartered Accountants (ICAI Firm registration Number: 128901W) David Jones Partner Membership No. 098113

For and on behalf of the Board of Directors of Digicontent Limited

Arjit Gupta Ajay Sivaraman Nair Company Secretary Chief Financial Officer

Puneet Jain Chief Executive Officer

Priyavrat Bhartia Director (DIN:00020603) Place: New Delhi Date: May 17, 2023

Praveen Someshwar Director (DIN: 01802656)

Place: Gurugram Date: May 17, 2023

103

Statutory Reports

Financial Statements

Consolidated Statement of Profit and Loss

for the year ended March 31, 2023

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H Lakhs
Year ended Year ended
Particulars Note
March 31, 2023 March 31, 2022
I Income
a) Revenue from operations 19 34,927 32,413
b) Other income 20 549 886
Total Income 35,476 33,299
II Expenses
a) Employee benefits expense 21 18,189 13,819
b) Finance costs 22 1,564 1,185
c) Depreciation and amortisation expense 23 1,729 1,638
d) Other expenses 24 15,231 13,298
Total Expenses 36,713 29,940
III Profit/ (Loss) before tax (I-II) (1,237) 3,359
IV Earnings before interest, tax, depreciation and amortisation 2,056 6,182
(EBITDA) [III+II(b)+II(c)]
V Income tax expense
Current tax charge 18 154 276
Deferred tax charge/ (credit) 18 (108) 978
Adjustments in respect of current tax credit of previous year 18 (6) -
Adjustments in respect of deferred tax charge of previous year 18 8 -
Total tax expense 48 1,254
VI Profit/ (Loss) for the year (III-V) (1,285) 2,105
VII Other comprehensive income
Items that will not to be reclassified to profit or loss 25
i) Remeasurement gain/(loss) on defined benefit plans 178 (255)
ii) Change in fair value of investments (1) 1
iii) Income tax effect (44) 64
Other comprehensive (loss)/income for the year 133 (190)
VIII Total comprehensive income/(loss) for the year (VI+VII) (1,152) 1,915
IX Earnings/ (Loss) per share (INR)
Basic (Nominal value of share INR 2/-) 26 (2.21) 3.62
Diluted (Nominal value of share INR 2/-) 26 (2.21) 3.62
Summary of significant accounting policies 2
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See accompanying notes to the consolidated financial statements. In terms of our report of even date attached For B S R and Associates Chartered Accountants (ICAI Firm registration Number: 128901W) David Jones Partner Membership No. 098113

Place: Gurugram Date: May 17, 2023

For and on behalf of the Board of Directors of Digicontent Limited

Arjit Gupta Company Secretary Puneet Jain Chief Executive Officer

Ajay Sivaraman Nair Chief Financial Officer Praveen Someshwar Director (DIN: 01802656)

Priyavrat Bhartia Director (DIN:00020603) Place: New Delhi Date: May 17, 2023

104

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Annual Report 2022-23

Consolidated Statement of Cash Flows

for the year ended March 31, 2023

H Lakhs

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Year ended Year ended
Particulars
March 31, 2023 March 31, 2022
Cash flows from operating activities:
Profit/(Loss) before tax: (1,237) 3,359
Adjustments to reconcile profit/(loss) before tax to net cash flows:
Interest income from deposits and others (315) (311)
Depreciation and amortisation expense 1,729 1,638
Interest on inter corporate deposit and lease liabilities 1,543 1,166
Loss allowance for doubtful debts and advances 103 -
Unclaimed balances/liabilities written back (net) (53) (70)
Unrealised exchange differences (net) 2 (20)
Net gain on disposal of property, plant and equipment (2) (1)
Reversal of provision in relation to doubtful debts & advances - (31)
Finance income from debt instruments at FVTPL (36) (21)
Changes in operating assets and liabilities
(Increase) in trade receivables (716) (977)
(Increase) in current and non-current financial assets and other current and (334) (311)
non-current assets
Increase in current and non-current financial liabilities and other current 1,694 942
and non-current liabilities and provisions
Cash generated from operations 2,378 5,363
Income taxes refund/(paid) 81 (1,476)
Net cash inflows from operating activities (A) 2,459 3,887
Cash flows from investing activities:
Interest Income 277 177
Fixed deposits matured 1,500 894
Proceeds from sale of investments 3,058 -
Inter-corporate deposits given (400) (200)
Inter corporate deposits received 400 -
Purchase of investments (1,502) (3,000)
Purchase of property, plant and equipment & intangible assets (including (296) (242)
intangible under development)
Net cash inflows/ (outflows) from investing activities (B) 3,037 (2,371)
Cash flows from financing activities:
Working capital loan taken from bank during the year 1,000 -
Working capital loan taken from bank repaid during the year (1,000) -
Repayment of inter-corporate deposits (2,822) (1,183)
Repayment of lease liabilities (1,794) (1,533)
Interest paid (864) (630)
Net cash (outflows) from financing activities (C ) (5,480) (3,346)
Net increase/ (decrease) in cash and cash equivalents (D= A+B+C) 16 (1,830)
Cash and cash equivalents at the beginning of the year (E ) 315 2,145
Cash and cash equivalents at year end (D+E) 331 315
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105

Statutory Reports

Financial Statements

Consolidated Statement of Cash Flows

for the year ended March 31, 2023

H Lakhs

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Year ended Year ended
Particulars
March March
Components of cash & cash equivalents as at end of the year
Cash in hand - 1
Balances with banks
- deposits with original maturity of less than three months 217 257
- on current accounts 114 57
Total cash and cash equivalents 331 315
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*INR less than 50,000/- has been rounded off to Nil.

Note: Refer note 13A for debt reconciliation and note 26A for movement on lease liabilities

See accompanying notes to the consolidated financial statements.

In terms of our report of even date attached

For B S R and Associates For and on behalf of the Board of Directors of Digicontent Limited Chartered Accountants (ICAI Firm registration Number: 128901W) David Jones Arjit Gupta Ajay Sivaraman Nair Partner Company Secretary Membership No. 098113

Arjit Gupta Ajay Sivaraman Nair Company Secretary Chief Financial Officer

Puneet Jain Chief Executive Officer

Priyavrat Bhartia Praveen Someshwar Director Director (DIN:00020603) (DIN: 01802656) Place: Gurugram Place: New Delhi Date: May 17, 2023 Date: May 17, 2023

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Consolidated Statement of changes in equity

for the year ended March 31, 2023

A. Equity Share Capital ( Refer Note 11)

Equity Shares of INR 2 each issued, subscribed and fully paid up

H Lakhs

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Particulars Number of shares Amount
Balance as at 1 April, 2021 58,187,078 1,164
Changes during the year - -
Balance as at March 31, 2022 58,187,078 1,164
Changes during the year - -
Balance as at March 31, 2023 58,187,078 1,164
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B. Other Equity attributable to equity holders (Refer Note 12)

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H Lakhs
Retained Capital FVTOCI
Particulars Total
earnings Reserve reserve
Balance as at 1 April, 2021 (9,462) 6,942 - (2,520)
Profit for the year 2,105 - - 2,105
Items of other comprehensive income
- Remeasurements of post-employment benefit obligation, (191) - - (191)
net of tax
- Change in fair value of investment, net of tax - - 1 1
Balance as at March 31, 2022 (7,548) 6,942 1 (605)
Loss for the year (1,285) - - (1,285)
Items of other comprehensive income
- Remeasurements of post-employment benefit obligation, 134 - - 134
net of tax
- Change in fair value of investment, net of tax - - (1) (1)
Balance as at March 31, 2023 (8,699) 6,942 - (1,757)
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See accompanying notes to the consolidated financial statements.

In terms of our report of even date attached

For B S R and Associates Chartered Accountants (ICAI Firm registration Number: 128901W)

David Jones Partner Membership No. 098113

Place: Gurugram Date: May 17, 2023

For and on behalf of the Board of Directors of Digicontent Limited

Arjit Gupta Company Secretary

Ajay Sivaraman Nair Chief Financial Officer Praveen Someshwar Director (DIN: 01802656)

Puneet Jain Chief Executive Officer

Priyavrat Bhartia Director (DIN:00020603) Place: New Delhi Date: May 17, 2023

107

Statutory Reports

Financial Statements

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

1. Corporate information

Digicontent Group consists of Digicontent Limited (“the Company” or “the Parent Company”) and its wholly owned subsidiary (HT Digital Streams Limited) [hereinafter referred to as “the Group”].

The Group is engaged in “Entertainment & Digital Innovation Business”. It includes the following-

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Fever Audio Carries out:
Tool
• Aggregation and creation of
audio and multi-screen videos
• Audio feed which plays music
inside across various stores
• Distribution of in-house creative
and niche celeb based content to
mobile and digital users
Desi Martini Carries out internet related business
for providing movie reviews and
ratings in the name of www.
desimartini.com
Photo Library Maintains Repository of the
copyrighted images
----- End of picture text -----

The business operations of HT Digital Streams Limited (subsidiary) are dissemination of news, knowledge, information, entertainment and content of general interest in English, Hindi or any other language, globally through various digital and electronic media; and management of advertising time and space on its news websites namely hindustantimes.com, livemint.com and livehindustan.com.

Information on related party relationship of the Company is provided in Note No 28 and 29.

The registered office of the Company is located at Hindustan Times House, 2nd Floor, 18-20, K.G. Marg, New Delhi-110001.

The consolidation financial statement of the group for the year ended March 31, 2023 are authorised for issue in accordance with a resolution of the board of directors on May 17, 2023.

2. Significant accounting policies followed by the Group

2.1 Basis of preparation

The Consolidated financial statements (CFS) of the Group have been prepared in accordance with the Indian Accounting Standards (‘Ind-AS’) specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Companies Act 2013 (the “accounting principles generally accepted in India”).

The accounting policies are applied consistently to all the periods presented in the Consolidated financial statements.

The consolidated financial statements have been prepared on a historical cost basis, except for the following assets and liabilities which have been measured at fair value:

• Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments)

• Defined benefit plans- plan assets measured at fair value.

The consolidated financial statements and notes have been rounded off to the nearest lacs as per the requirement of Schedule III, unless otherwise stated.

2.2 Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiary. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Group controls an investee if and only if the Group has:

• Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the investee)

• Exposure, or rights, to variable returns from its involvement with the investee, and

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Digicontent Limited

Annual Report 2022-23

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

• The ability to use its power over the investee to affect its returns

Generally, there is a presumption that a majority of voting rights result in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee, including:

• The contractual arrangement with the other vote holders of the investee

prepares, for consolidation purposes, additional financial information as of the same date as the financial statements of the parent to enable the parent to consolidate the financial information of the subsidiary, unless it is impracticable to do so.

Consolidation procedure:

i) Subsidiary:

• (a) Combine like items of assets, liabilities, equity, income, expenses and cash flows of the parent with those of its subsidiaries.

• Rights arising from other contractual arrangements

• The Group’s voting rights and potential voting rights

• The size of the group’s holding of voting rights relative to the size and dispersion of the holdings of the other voting rights holders

The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.

Consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances. If a member of the group uses accounting policies other than those adopted in the consolidated financial statements for like transactions and events in similar circumstances, appropriate adjustments are made to that group member’s financial statements in preparing the consolidated financial statements to ensure conformity with the group’s accounting policies.

The financial statements of all entities used for the purpose of consolidation are drawn up to same reporting date as that of the parent, i.e., year ended on 31 March. When the end of the reporting period of the parent is different from that of a subsidiary, the subsidiary

• (b) Offset (eliminate) the carrying amount of the parent’s investment in each subsidiary and the parent’s portion of equity of each subsidiary. Business combinations policy explains how to account for any related goodwill.

• (c) Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between entities of the group (profits or losses resulting from intragroup transactions that are recognised in assets, such as property, plant and equipment are eliminated in full). Ind-AS 12 Income Taxes applies to temporary differences that arise from the elimination of profits and losses resulting from intragroup transactions.

Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction. If the Group loses control over a subsidiary, it:

109

Statutory Reports

Financial Statements

Notes to Consolidated Financial Statements for the year ended March 31, 2023

• Derecognises the assets (including goodwill) and liabilities of the subsidiary

• Derecognises the carrying amount of any noncontrolling interests

• Derecognises the cumulative translation differences recorded in equity

• Recognises the fair value of the consideration received

• Recognises the fair value of any investment retained

• Recognises any surplus or deficit in profit or loss

• Reclassifies the parent’s share of components previously recognised in OCI to profit or loss or retained earnings, as appropriate, as would be required if the Group had directly disposed of the related assets or liabilities

However, the following assets and liabilities acquired in a business combination are measured at the basis indicated below:

• Deferred tax assets or liabilities, and the assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with Ind-AS 12 Income Tax and IndAS 19 Employee Benefits respectively.

• Liabilities or equity instruments related to share based payment arrangements of the acquiree or share – based payments arrangements of the Group entered into to replace sharebased payment arrangements of the acquiree are measured in accordance with Ind-AS 102 Share-based Payments at the acquisition date.

If the business combination is achieved in stages, any previously held equity interest is re-measured at its acquisition date fair value and any resulting gain or loss is recognised in profit or loss or OCI, as appropriate.

2.3 Summary of significant accounting policies

a) Business combinations and goodwill

Business combinations are accounted for using the acquisition method, other than common control transactions. The cost of an acquisition is measured as the aggregate of the consideration transferred measured at acquisition date fair value and the amount of any non-controlling interests in the acquiree. For each business combination, the Group elects whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their acquisition date fair values. For this purpose, the liabilities assumed include contingent liabilities representing present obligation and they are measured at their acquisition fair values irrespective of the fact that outflow of resources embodying economic benefits is not probable.

Any contingent consideration to be transferred by the acquirer is recognised at fair value at the acquisition date. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of Ind-AS 109 Financial Instruments, is measured at fair value with changes in fair value recognised in profit or loss. If the contingent consideration is not within the scope of Ind-AS 109, it is measured in accordance with the appropriate Ind-AS. Contingent consideration that is classified as equity is not re-measured at subsequent reporting dates and subsequent its settlement is accounted for within equity.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for noncontrolling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures

110

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Annual Report 2022-23

Notes to Consolidated Financial Statements for the year ended March 31, 2023

used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in OCI and accumulated in equity as capital reserve. However, if there is no clear evidence of bargain purchase, the entity recognises the gain directly in equity as capital reserve, without routing the same through OCI.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group’s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

A cash generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.

Where goodwill has been allocated to a cashgenerating unit and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation and the portion of the cash-generating unit retained.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the

accounting is incomplete. Those provisional amounts are adjusted through goodwill during the measurement period, or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date. These adjustments are called as measurement period adjustments. The measurement period does not exceed one year from the acquisition date.

Business combinations - common control transactions

Common control business combination means a business combination involving entities or businesses in which all the combining entities or businesses are ultimately controlled by the same party or parties both before and after the business combination, and that control is not transitory.

Common control business combination are accounted for using the pooling of interests method as follows: • The assets and liabilities of the combining entities are reflected at their carrying amounts.

• No adjustments are made to reflect fair values, or recognise any new assets or liabilities. Adjustments are only made to harmonise accounting policies.

• The financial information in the financial statements in respect of prior periods is restated as if the business combination had occurred from the beginning of the preceding period in the financial statements, irrespective of the actual date of the combination. However, where the business combination had occurred after that date, the prior period information is restated only from that date.

• The balance of the retained earnings appearing in the financial statements of the transferor is aggregated with the corresponding balance appearing in the financial statements of the transferee or is adjusted against general reserve.

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Statutory Reports

Financial Statements

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

• The identity of the reserves are preserved and the reserves of the transferor become the reserves of the transferee.

• The difference, if any, between the amounts recorded as share capital issued plus any additional consideration in the form of cash or other assets and the amount of share capital of the transferor is transferred to capital reserve and is presented separately from other capital reserves

b) Current versus non- current classification

The Group presents assets and liabilities in the balance sheet based on current/ non-current classification. An asset is treated as current when it is:

• Expected to be realised or intended to sold or consumed in Company’s operating cycle

• Held primarily for the purpose of trading

• Expected to be realised within twelve months after the reporting period, or

• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

The operating cycle is the time between the display of advertisement on websites and delivery of content and their realization in cash and cash equivalents. The Group has identified twelve months as its operating cycle.

c) Foreign currencies

The Group’s consolidated financial statements are presented in INR, which is also the parent Company’s functional currency. For each entity the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency. The Group uses the direct method of consolidation and on disposal of a foreign operation the gain or loss that is reclassified to profit or loss reflects the amount that arises from using this method.

Transactions and Balances

Transactions in foreign currencies are initially recorded by the Group at their respective functional currency spot rates at the date the transaction first qualifies for recognition. However, for practical reasons, the Group uses monthly average rate if the average approximates the actual rate at the date of the transaction.

All other assets are classified as non-current.

A liability is current when:

• It is expected to be settled in Company’s operating cycle

• It is held primarily for the purpose of trading

• It is due to be settled within twelve months after the reporting period, or

• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period

The Group classifies all other liabilities as noncurrent.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.

Exchange differences arising on the settlement or translation of monetary items are recognised in profit or loss.

Exchange differences arising on the settlement of monetary items or on restatement of the Group’s monetary items at rates different from those at which they were initially recorded during the period, or reported in previous financial statements, are recognized as income or as expenses in the period in which they arise. They are deferred in equity if they relate to qualifying cash flow hedges.

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Digicontent Limited

Annual Report 2022-23

Notes to Consolidated Financial Statements for the year ended March 31, 2023

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss, respectively).

d) Fair value measurement

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

• Level 1 — Quoted (unadjusted) market prices in active markets for identical assets or liabilities

The Group measures financial instruments, such as, derivatives and certain investments at fair value at each reporting/ balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability, or

• In the absence of a principal market, in the most advantageous market for the asset or liability

The principal or the most advantageous market must be accessible by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

• Level 2 — Valuation techniques for which inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly

• Level 3 — Valuation techniques for which inputs are unobservable inputs for the asset or liability

For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

Other fair value related disclosures are given in the relevant notes :

• Disclosures for valuation methods, significant estimates and assumptions (Note 32)

• Quantitative disclosures of fair value measurement hierarchy (Note 32)

• Financial instruments (including those carried at amortised cost) (Note 32)

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Statutory Reports

Financial Statements

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

e) Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured, regardless of when the payment is being made.

Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price (net of variable consideration) allocated to that performance obligation. The transaction price of goods sold and services rendered is net of variable consideration on account of various discounts and schemes offered by the Company as part of the contract.

Revenue excludes taxes collected from customers. The Group has concluded that it is the principal in all of its revenue arrangements since it is the primary obligor in all the revenue arrangements as it has pricing latitude and is also exposed to inventory and credit risks.

Goods and Services Tax (GST) is not received by the Group on its own account. Rather, it is tax collected on behalf of the government. Accordingly, it is excluded from revenue.

Contract asset and unbilled receivables

Contract asset represents the Company’s right to consideration in exchange for services that the Company has transferred to a customer when that right is conditioned on something other than the passage of time.

When there is unconditional right to receive cash, and only passage of time is required to do invoicing, the same is presented as unbilled receivable.

The specific recognition criteria described below must also be met before revenue is recognised:

Revenue from digital services-

Online Advertising

Revenue from digital platforms by display of internet advertisements is typically contracted for a period of one to twelve months. Revenue in this respect is recognized as and when advertisement is published/ displayed. Unearned revenues are reported on the balance sheet as deferred revenue/ contract liability.

Revenue from Syndication

Revenue from Content Selling is recognized basis report shared by customer on usage and monetization of content.

Revenue from subscription

Revenue from subscription is typically contracted for a period ranging between one to twenty four months. Revenue in this respect is recognized over the period of the subscription, in accordance with the established principles of accrual accounting. Unearned revenues are reported on the balance sheet as deferred revenue.

Revenue from multi-media content management services-

Revenue from Content Selling

Revenue from Content Selling is recognized as and when the content is published/circulated by the customer.

Interest income

A contract liability is recognised if a payment is received or a payment is due (whichever is earlier) from a customer before the Company transfers the related goods or services and the Company is under an obligation to provide only the goods or services under the contract. Contract liabilities are recognised as revenue when the Company performs under the contract (i.e., transfers control of the related goods or services to the customer).

Interest income is recorded using the effective interest rate (ElR). EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset or to the amortised cost of a financial liability. When calculating the effective interest rate, the Group

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Digicontent Limited

Annual Report 2022-23

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

estimates the expected cash flows by considering all the contractual terms of the financial instrument (for example, prepayment, extension, call and similar options) but does not consider the expected credit losses. Interest income is included in finance income in the statement of profit and loss.

f) Taxes

Current income tax

Tax expense is the aggregate amount included in the determination of profit or loss for the period in respect of current tax and deferred tax.

• When the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss

• In respect of taxable temporary differences associated with investments in subsidiaries, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future

Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Income Tax Act, 1961.

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.

Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Current tax items are recognised is correlation to the underlying transaction either in OCI or directly in equity. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

Appendix C to Ind AS 12, Income Taxes dealing with accounting for uncertainty over income tax treatments does not have any material impact on financial statements of the Company.

Deferred tax

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date.

Deferred tax liabilities are recognised for all taxable temporary differences except :

• Deferred tax assets are recognised for all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised, except:

• When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss

• In respect of deductible temporary differences associated with investments in subsidiaries, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that

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Statutory Reports

Financial Statements

Notes to Consolidated Financial Statements for the year ended March 31, 2023

it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in OCI or directly in equity.

• When the tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, the tax paid is recognised as part of the cost of acquisition of the asset or as part of the expense item, as applicable

• When receivables and payables are stated with the amount of tax included

The net amount of tax recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the balance sheet.

g) Property, plant and equipment

Deferred tax assets and deferred tax liabilities are offset if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

Tax benefits acquired as part of a business combination, but not satisfying the criteria for separate recognition at that date, are recognised subsequently if new information about facts and circumstances change. Acquired deferred tax benefits recognised within the measurement period reduce goodwill related to that acquisition if they result from new information obtained about facts and circumstances existing at the acquisition date. If the carrying amount of goodwill is zero, any remaining deferred tax benefits are recognised in OCI/ capital reserve depending on the principle explained for bargain purchase gains. All other acquired tax benefits realised are recognised in profit or loss.

GST/ value added taxes paid on acquisition of assets or on incurring expenses

Expenses and assets are recognised net of the amount of GST/ value added taxes paid, except:

Construction in progress is stated at cost, net of accumulated impairment losses, if any. Plant and equipment is stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. Such cost includes the cost of replacing part of the plant and equipment and borrowing costs for long-term construction projects if the recognition criteria are met.

Cost comprises the purchase price, borrowing costs if capitalization criteria are met and any directly attributable cost of bringing the asset to its working condition for the intended use. Any trade discounts and rebates are deducted in arriving at the purchase price.

Recognition:

The cost of an item of property, plant and equipment shall be recognised as an asset if, and only if:

• (a) it is probable that future economic benefits associated with the item will flow to the entity; and

• (b) the cost of the item can be measured reliably.

All other expenses on existing assets, including day- to- day repair and maintenance expenditure and cost of replacing parts, are charged to the Statement of Profit and Loss for the period during which such expenses are incurred.

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Digicontent Limited

Annual Report 2022-23

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

Depreciation methods, estimated useful life and residual value

Depreciation is calculated on a straight-line basis over the estimated useful life of the assets as follows:

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Useful life estimated by
Type of asset
management (Years)
Plant and Machinery 3-6
Office Equipment 2-5
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The Group, based on technical assessment made by the management depreciates certain assets over estimated useful lives which are different from the useful life prescribed in Schedule ll to the Companies Act, 2013. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.

Property, Plant and Equipment which are added/ disposed off during the period, depreciation is provided on pro-rata basis with reference to the month of addition/deletion.

An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognised.

Subsequent expenditure can be capitalised only if it is probable that future economic benefits associated with the expenditure will flow to the group.

The residual values, useful life and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.

h) Intangible assets

assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Internally generated intangibles, excluding capitalised development costs, are not capitalised and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred.

The useful life of intangible assets is assessed as either finite or indefinite.

Intangible assets with finite life are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite life is recognised in the statement of profit and loss.

Intangible assets with indefinite useful life are not amortised, but are tested for impairment annually, either individually or at the cash-generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis.

An intangible asset is derecognised upon disposal (i.e., at the date the recipient obtains control) or when no future economic benefits are expected from its use or disposal. Any gain or loss arising upon derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit or loss.

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible

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Statutory Reports

Financial Statements

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

Intangible assets with finite life are amortized on straight line basis using the estimated useful life as follows:

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Intangible Assets Useful life (in years)
Software 1 - 6
Goodwill 5
Website Development 6
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i) Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the borrowing costs.

j) Leases

A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Group as a lessee

The Group recognises right-of-use asset representing its right to use the underlying asset for the lease term at the lease commencement date. The cost of the right-of-use asset measured at inception shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date less any lease incentives received, plus any initial direct costs incurred and an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset or restoring the underlying asset or site on which it is located. The right-of-use assets is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability.

The right-of-use assets is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of rightof-use asset. The estimated useful lives of rightof-use assets are determined on the same basis as those of property, plant and equipment. Rightof-use assets are tested for impairment whenever there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the statement of profit and loss.

The Group measures the lease liability at the present value of the lease payments that are not paid at the commencement date of the lease. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses incremental borrowing rate. The lease payments shall include fixed payments, variable lease payments, residual value guarantees, exercise price of a purchase option where the Group is reasonably certain to exercise that option and payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised insubstance fixed lease payments. The Group recognises the amount of the re-measurement of lease liability due to modification as an adjustment to the right-of-use asset and statement of profit and loss depending upon the nature of modification. Where the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, the Group recognises any remaining amount of the re-measurement in statement of profit and loss.

The Group has elected not to apply the requirements of Ind AS 116 to short-term leases of all assets that

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Digicontent Limited

Annual Report 2022-23

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

have a lease term of 12 months or less and leases for which the underlying asset is of low value. The lease payments associated with these leases are recognised as an expense on a straight-line basis over the lease term.

As a practical expedient a lessee (the Group) has elected, by class of underlying asset, not to separate lease components from any associated non-lease components. A lessee (the Group) accounts for the lease component and the associated non-lease components as a single lease component.

Group as a lessor

At the inception of the lease the Group classifies each of its leases as either an operating lease or a finance lease. The Group recognises lease payments received under operating leases as income on a straight- line basis over the lease term. In case of a finance lease, finance income is recognised over the lease term based on a pattern reflecting a constant periodic rate of return on the lessor’s net investment in the lease.

k) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pretax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

l) Employee benefits

Short term employee benefits and defined contribution plans:

All employee benefits payable/available within twelve months of rendering the service are classified as short-term employee benefits. Benefits such as salaries, wages and bonus etc. are recognised in the statement of profit and loss in the period in which the employee renders the related service.

Retirement benefit in the form of provident fund is a defined contribution scheme. The Group has no obligation, other than the contribution payable to the provident fund. The Group recognizes contribution payable to the provident fund scheme as an expense, when an employee renders the related service. If the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognized as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognized as an asset to the extent that the pre-payment will lead to, for example, a reduction in future payment or a cash refund.

Gratuity

Gratuity is a defined benefit scheme. The defined benefit obligation is Computed by actuaries using the projected unit credit method.

Re-measurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods.

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Statutory Reports

Financial Statements

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

Past service costs are recognised in profit or loss on the earlier of:

• The date of the plan amendment or curtailment, and

• The date that the Group recognises related restructuring cost

Net interest is calculated by applying the discount rate to the net defined benefit liability or asset.

The Group recognises the following changes in the net defined benefit obligation as an expense in the Statement of profit and loss:

• Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and

• Net interest expense or income

Termination benefits

The Group recognizes termination benefit as a liability and an expense when the Group has a present obligation as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the termination benefits fall due more than 12 months after the balance sheet date, they are measured at present value of future cash flows using the discount rate determined by reference to market yields at the balance sheet date on government bonds.

Compensated Absences

Accumulated leave, which is expected to be utilized within the next 12 months, is treated as short term employee benefit. The Group measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date.

The Group treats leaves expected to be carried forward for measurement purposes. Such compensated absences are provided for based on

the actuarial valuation using the projected unit credit method at the year-end. Actuarial gains/ losses are immediately taken to the statement of profit and loss and are not deferred. The Group presents the entire leave as a current liability in the balance sheet, since it does not have an unconditional right to defer its settlement for 12 months after the reporting date. Where Group has the unconditional legal and contractual right to defer the settlement for a period beyond 12 months, the same is presented as non-current liability.

m) Impairment of non-financial assets

The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s (CGU) fair value less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded Company’s or other available fair value indicators.

The Company bases its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of the Company’s CGUs to which the individual assets are allocated. These budgets and forecast calculations generally

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Digicontent Limited

Annual Report 2022-23

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

cover a period of five years. For longer periods, a long-term growth rate is calculated and applied to project future cash flows after the fifth year. To estimate cash flow projections beyond periods covered by the most recent budgets/forecasts, the Company extrapolates cash flow projections in the budget using a steady or declining growth rate for subsequent years, unless an increasing rate can be justified. In any case, this growth rate does not exceed the long-term average growth rate for the products, industries, or country or countries in which the entity operates, or for the market in which the asset is used.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in following categories:

• Debt instruments at amortised cost

• Debt instruments, derivatives and equity instruments at fair value through profit or loss (FVTPL)

• Equity instruments measured at fair value through other comprehensive income (FVTOCI)

Debt instruments at amortised cost

An assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Company estimates the asset’s or CGU’s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of profit or loss unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase.

n) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

A ‘debt instrument’ is measured at the amortised cost if both the following conditions are met:

• a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and

• b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the profit or loss. The losses arising from impairment are recognised in the profit or loss. This category generally applies to trade and other receivables. For more information on receivables, refer to Note 7.

Financial assets

Debt instruments at FVTPL

Initial recognition and measurement

All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.

FVTPL is a residual category for debt instruments. Any debt instrument, which does not meet the criteria for categorization as at amortized cost or as FVTOCI, is classified as at FVTPL.

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Financial Statements

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

In addition, the Group may elect to designate a debt instrument which otherwise meets amortized cost or FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as ‘accounting mismatch’).

The net changes in fair value are recognised in the statement of profit and loss. Mutual Funds Debt instruments included within the FVTPL category are measured at fair value with all changes recognized in the Statement of Profit and Loss as “Finance income from debt instruments at FVTPL” under the head “Other Income”.

Equity investments

All equity investments in scope of Ind-AS 109 are measured at fair value. Equity instruments which are held for trading and contingent consideration recognised by an acquirer in a business combination to which Ind-AS 103 applies are Ind-AS classified as at FVTPL. For all other equity instruments, the Group may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The Group makes such election on an instrument-by-instrument basis. The classification is made on Initial recognition and is irrevocable.

If the group decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to P&L, even on sale of investment. However, the Group may transfer the cumulative gain or loss within equity.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the statement of profit and loss.

De-recognition

A financial asset (or, where applicable, a part of a financial asset or part of a Group of similar financial assets) is primarily derecognised (i.e. removed from the Group’s balance sheet) when:

• The rights to receive cash flows from the asset have expired, or

• The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognise the transferred asset to the extent of the Group continuing involvement. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.

Impairment of financial assets

In accordance with Ind-AS 109, the Group applies expected credit loss (ECL) model for measurement and recognition of impairment loss on the following financial assets and credit risk exposure:

• a) Financial assets are measured at amortised cost e.g., loans, debt securities, deposits, trade receivables and bank balance

• b) Trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are within the scope of

122

Digicontent Limited

Annual Report 2022-23

Notes to Consolidated Financial Statements for the year ended March 31, 2023

Ind AS 115 (referred to as ‘contractual revenue receivables’ in these financial statements)

The Group follows ‘simplified approach’ for recognition of impairment loss allowance on:

• Trade receivables or contract revenue receivables; and

The application of simplified approach does not require the Group to track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition.

For recognition of impairment loss on other financial assets and risk exposure, the Group determines that whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss.

However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognising impairment loss allowance based on 12-month ECL.

Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are possible within 12 months after the reporting date.

As a practical expedient, the Group uses a provision matrix to determine impairment loss allowance on portfolio of its trade receivables. The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted for forward-looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forwardlooking estimates are analysed.

ECL impairment loss allowance (or reversal) recognized during the period is recognized as

income/ expense in the Statement of Profit and Loss. This amount is reflected under the head ‘other expenses’ in the Statement of Profit and Loss. The balance sheet presentation for various financial instruments is described below:

• Financial assets measured as at amortized cost, contractual revenue receivables and lease receivables: ECL is presented as an allowance, i.e., as an integral part of the measurement of those assets in the balance sheet. The allowance reduces the net carrying amount. Until the asset meets write-off criteria, the Group does not reduce impairment allowance from the gross carrying amount. For assessing increase in credit risk and impairment loss, the Group combines financial instruments on the basis of shared credit risk characteristics with the objective of facilitating an analysis that is designed to enable significant increases in credit risk to be identified on a timely basis.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

The Group’s financial liabilities include trade and other payables, loans and borrowings.

Subsequent measurement

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the ElR method. Gains and losses are recognised in profit and loss when the liabilities are derecognised as well as through the EIR amortisation process.

123

Statutory Reports

Financial Statements

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The ElR amortization is included as finance costs in the Statement of Profit and Loss. This category generally applies to borrowings.

De-recognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the Statement of Profit and Loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously

o) Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and shortterm deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, as they are considered an integral part of the Group’s cash management.

p) Contingent Liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non–occurrence of one or more uncertain future events beyond the control of the Group or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Group does not recognize a contingent liability but discloses its existence in the financial statements. Contingent assets are only disclosed when it is probable that the economic benefits will flow to the entity.

q) Measurement of EBITDA

The Group has elected to present earnings before interest expense, tax, depreciation and amortization (EBITDA) as a separate line item on the face of the statement of profit and loss. The Group measures EBITDA on the face of profit/ (loss) from continuing operations. In the measurement, the Group does not include depreciation and amortization expense, finance costs and tax expense.

r) Earnings per Share

Basic earnings per share

Basic earnings per share are calculated by dividing:

• the profit attributable to owners of the Group

• by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year and excluding treasury shares.

Cash flows from operating activities are being prepared as per the indirect method mentioned in Ind AS 7.

124

Digicontent Limited

Annual Report 2022-23

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

Diluted earnings per share

Taxes

Diluted earnings per share adjust the figures used in the determination of basic earnings per share to take into account:

• the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and

• the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.

2.3. Significant accounting judgements, estimates and assumptions

The preparation of the Group’s financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the acGrouping disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

The areas involving critical estimates or Judgement are as below:

Uncertainties exist with respect to the interpretation of complex tax regulations, changes in tax laws, and the amount and timing of future taxable income. Given the wide range of business relationships and the longterm nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded. The Group establishes provisions, based on reasonable estimates. The amount of such provisions is based on various factors, such as experience of previous tax assessments and differing interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective domicile of the Companies.

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

Further details on taxes are disclosed in Note 18.

Property, Plant and Equipment

Defined benefit plans

The Group, based on technical assessment management estimate, depreciates certain assets over estimated useful lives which are different from the useful life prescribed in Schedule II to the Companies Act, 2013. The management has estimated, supported by technical assessment, the useful lives of certain plant and machinery as 4 years and office equipment as 3 years. These useful lives are lower than those indicated in schedule II. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.

The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

125

Statutory Reports

Financial Statements

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation.

The mortality rate is based on publicly available mortality tables for the specific countries. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates for the respective countries.

Further details about gratuity obligations are given in Note 27.

Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the DCF model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

Impairment of financial assets

The impairment provisions for financial assets are based on assumptions about risk of default and expected loss rates. The Group uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on Group’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

Impairment of non- financial assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s

recoverable amount. An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs of disposal and its value in use. It is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or group of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent markets transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators.

Determining the lease term of contracts with renewal and termination options – as lessee

The Company determines the lease term as the noncancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.

The Company applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate.

The periods covered by termination options are included as part of the lease term only when they are reasonably certain not to be exercised.

For further details about leases, refer to accounting policy on leases and Note 26A.

126

Digicontent Limited

Annual Report 2022-23

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

Note 3 : Property, plant and equipment

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H Lakhs
Particulars Office equipment Plant and machinery Total
Cost
As at 1 April, 2021 52 732 784
Add: Additions during the year 6 232 238
Less : Disposals/ adjustments 1 11 12
As at March 31, 2022 57 953 1,010
Add: Additions during the year 4 170 174
Less : Disposals/ adjustments - 94 94
As at March 31, 2023 61 1,029 1,090
Accumulated depreciation/ Impairment
As at 1 April, 2021 11 556 567
Add: Charge for the year 4 144 148
Less : Disposals/ adjustments - 11 11
As at March 31, 2022 15 689 704
Add: Charge for the year 5 163 168
Less : Disposals/ adjustments - 94 94
As at March 31, 2023 20 758 778
Net Block
As at March 31, 2023 41 271 312
As at March 31, 2022 42 264 306
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• INR less than 50,000/- has been rounded off to Nil.

Note 4 : Intangible assets and intangible assets under development

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H Lakhs
Intangible Assets Total of Intangible
Website Software Intangible Assets under
Particulars
Development Licenses Assets development
Gross carrying amount
As at 1 April, 2021 91 154 245 42
Additions during the year 9 - 9 5
As at March 31, 2022 100 154 254 47
Additions during the year - 2 2 151
As at March 31, 2023 100 156 256 198
Accumulated amortisation
As at 1 April, 2021 59 97 156 -
Add: Charge for the year 15 18 33 -
As at March 31, 2022 74 115 189 -
Add: Charge for the year 15 16 31 -
As at March 31, 2023 89 131 220 -
Net carrying amount
As at March 31, 2023 11 25 36 198
As at March 31, 2022 26 39 65 47
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127

Statutory Reports

Financial Statements

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

Note 5 : Income tax assets (net)

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Income tax assets (net) [related to current tax] 1,183 1,412
Total Income tax assets 1,183 1,412
Current - -
Non-Current 1,183 1,412
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Financial Assets

Note 6A: Investments

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H Lakhs
Particulars March 31, 2023 March 31, 2022
Current
Investments at Fair Value through profit and loss
Quoted
Investment in Mutual Funds 1,501 3,021
Non Current
Investments at Fair Value through profit and loss
Unquoted
Investment in equity instruments 10 10
Investments at Fair Value through OCI
Investment in Quoted equity instruments:
Reliance Industries Limited 3 3
125 (Previous Year: 125) equity shares of INR 10 each fully paid up
Tata Consultancy Services Limited 2 3
80 (Previous Year: 80) equity shares of INR 1 each fully paid up
Total investments 1,516 3,037
Current 1,501 3,021
Non - Current 15 16
Aggregate book value of quoted investments 1,506 3,027
Aggregate market value of quoted investments 1,506 3,027
Aggregate book value of unquoted investments 10 10
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Note 6B : Loans

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H Lakhs
Particulars March 31, 2023 March 31, 2022
Inter- corporate deposits given (refer note 29 and 40) 200 200
Total 200 200
Current - -
Non - Current 200 200
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128

Digicontent Limited

Annual Report 2022-23

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Secured, considered good - -
Unsecured, considered good 200 200
Loans Receivables which have significant increase in credit risk - -
Loans Receivables – credit impaired - -
Total 200 200
Allowances for bad and doubtful loans - -
Net 200 200
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The group has no loans and advances which are either repayable on demand or are without specifying any terms or period of repayment.

Note 6B : Other non- current assets

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Capital advances - 15
Total - 15
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Note 7 : Trade receivables

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Trade receivables 4,447 4,336
Receivables from related parties (refer note 29) 779 564
Unbilled receivable (refer note 29) 1,418 1,103
Loss allowance for bad & doubtful receivables (326) (295)
Total 6,318 5,708
Current 6,318 5,708
Non - Current - -
Considered good – Secured - -
Considered good – Unsecured 6,644 6,003
Trade Receivables which have significant increase in credit risk - -
Trade Receivables – credit impaired - -
Total 6,644 6,003
Loss allowance for bad & doubtful receivables (326) (295)
Net Trade receivables 6,318 5,708
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129

Statutory Reports

Financial Statements

Notes to Consolidated Financial Statements for the year ended March 31, 2023

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Lakhs Total 6,550 - - 94 - - 6,644 326 6,318 Lakhs Total 5,856 - - 147 - - 6,003 295 5,708
H H
More than 3 years 15 - - 65 - - 80 80 - More than 3 years 20 - - 108 - - 128 128 -
2-3 years 25 - - 24 - - 49 49 - 2-3 years 12 - - 36 - - 48 48 -
1-2 years 164 - - 4 - - 168 58 110 1-2 years 79 - - 3 - - 82 82 -
6 months -1 year 124 - - 1 - - 125 59 66 6 months -1 year 466 - - - - - 466 31 435
Outstanding for following periods from the due date - - - - - 80 Outstanding for following periods from the due date - - - - - 6
Less than 6 months 2,117 2,117 2,037 Less than 6 months 2,972 2,972 2,966
Not Due 2,687 - - - - - 2,687 - 2,687 Not Due 1,204 - - - - - 1,204 - 1,204
Unbilled 1,418 - - - - - 1,418 - 1,418 Unbilled 1,103 - - - - - 1,103 - 1,103
significant increase in credit risk increase in credit risk significant increase in credit risk increase in credit risk
Particulars (i) Undisputed Trade receivables – considered good (ii) Undisputed Trade Receivables – which have (iii) Undisputed Trade Receivables – credit impaired (iv) Disputed Trade Receivables–considered good (v) Disputed Trade Receivables – which have significant (vi) Disputed Trade Receivables – credit impaired Total Less: Loss allowance for bad & doubtful receivables Net Trade receivables As at March 31, 2022 Particulars (i) Undisputed Trade receivables – considered good (ii) Undisputed Trade Receivables – which have (iii) Undisputed Trade Receivables – credit impaired (iv) Disputed Trade Receivables–considered good (v) Disputed Trade Receivables – which have significant (vi) Disputed Trade Receivables – credit impaired Total Less: Loss allowance for bad & doubtful receivables Net Trade receivables No trade or other receivable are due from directors or other officers of the company or any of them either severally or jointly with any other person or debts due by firms or private companies respectively in which any director is a partner or a director or a member. For details of amount due from Related Parties refer note 29.
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130

Digicontent Limited

Annual Report 2022-23

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

Note 8A: Cash and cash equivalents

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H Lakhs
Particulars March 31, 2023 March 31, 2022
Cash on hand - 1
Balance with banks :
- On current accounts 114 57
- Deposits with original maturity of less than three months 217 257
Total 331 315
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*INR less than 50,000/- has been rounded off to Nil.

Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of the Group and earn interest at the respective short-term deposit rates.

Note 8B : Other bank balances

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H Lakhs
Particulars March 31, 2023 March 31, 2022
Bank balances other than (8A) above
- Deposits with original maturity of more than three months but upto 12 months - 1,300
Total - 1,300
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Note 9A: Other financial assets

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H Lakhs
Non- Current Current
Particulars
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Other Financial Assets at Amortised Cost
Bank deposits with more than 12 months maturity - - 1,500 1,700
Security deposits [includes given to related parties - 1,124 1,559 1 2
undiscounted value of INR 1,687 Lakhs (Previous Year
March 31, 2022: INR 1,556 Lakhs)] (refer note 29)
Interest Accrued on ICD given (refer note 29) 4 - - -
Income accrued on bank deposits - - 23 47
Employee receivables - - 26 25
Allowances for employees receivables - - (21) (21)
Total 1,128 1,559 1,529 1,753
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Break up of financial assets carried at amortised cost

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Trade receivables (Note 7) 6,318 5,708
Cash and cash equivalents (Note 8A) 331 315
Other bank balances (Note 8B) - 1,300
Other financial assets (Note 9A) 2,657 3,312
Loans (Note 6B) 200 200
Total 9,506 10,835
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131

Statutory Reports

Financial Statements

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

Break up of financial assets at fair value through profit and loss

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Investments (Note 6A) 1,511 3,031
Total 1,511 3,031
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Break up of financial assets at fair value through other comprehensive income

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Investments (Note 6A) 5 6
Total 5 6
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Note 9B: Contract assets

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Income accrued but not due 266 83
Total 266 83
Current 266 83
Non - Current - -
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Amount billed during FY 2022-2023 from contract assets at the beginning of the year is INR 83 lakhs. Balance of INR 267 Lakhs as at March 31, 2023 pertains to current year transactions.

Note 10: Other current assets

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Prepaid expenses [(after offsetting lease liability of INR 587 Lakhs (Previous 276 394
Year March 31, 2022: INR 508 Lakhs)] (refer note 29)
Advances recoverable 69 24
Goods and service tax (GST) credit receivable 229 137
Total 574 555
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Note 11 : Share capital

Authorised Share Capital

H Lakhs

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Particulars Number of shares Amount
As at 1 April, 2021 60,000,000 1,200
Changes during the year - -
As at March 31, 2022 60,000,000 1,200
Changes during the year - -
As at March 31, 2023 60,000,000 1,200
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132

Digicontent Limited

Annual Report 2022-23

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

Terms/ rights attached to equity shares

The Company has only one class of equity shares having par value of INR 2 per share. Each holder of equity shares is entitled to one vote per share.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

Issued and subscribed capital

Equity shares of INR 2 each issued, subscribed and fully paid

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H Lakhs
Particulars Number of shares Amount
As at 1 April, 2021 58,187,078 1,164
Changes during the year - -
As at March 31, 2022 58,187,078 1,164
Changes during the year - -
As at March 31, 2023 58,187,078 1,164
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Reconciliation of the equity shares outstanding at the beginning and at the end of the year

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H Lakhs
As at As at
Particulars March 31, 2023 March 31, 2022
Number of shares Amount Number of shares Amount
Shares outstanding at the beginning of the year 58,187,078 1,164 58,187,078 1,164
Shares Issued during the year - - - -
Shares outstanding at the end of the year 58,187,078 1,164 58,187,078 1,164
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Shares held by holding/ ultimate holding company and/ or their subsidiaries/ associates

Out of equity shares issued by the Company, shares held by its holding company is as below:

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H Lakhs
Particulars March 31, 2023 March 31, 2022
The Hindustan Times Limited, the holding company
37,764,521 (March 31, 2022- 37,764,521) equity shares of INR 2 each fully paid 755 755
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Shareholding of Promoters as below

As at 31 March 2023

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No. of shares at Change No. of shares %of % Change
Promoter name the beginning of during the at the end of total during the
the year year the year shares year
The Hindustan Times Limited, the 37,764,521 - 37,764,521 64.90% 0.00%
holding company
Total 37,764,521 - 37,764,521 64.90% 0.00%
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133

Statutory Reports

Financial Statements

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

As at 31 March 2022

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No. of shares at Change No. of shares %of % Change
Promoter name the beginning of during the at the end of total during the
the year year the year shares year
The Hindustan Times Limited, the holding 40,444,271 (2,679,750) 37,764,521 64.9% -6.63%
company
Total 40,444,271 (2,679,750) 37,764,521 64.9% -6.63%
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Details of shareholders holding more than 5% shares in the Company

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H Lakhs
As at As at
Particulars March 31, 2023 March 31, 2022
Number of shares % holding Number of shares % holding
Equity shares of INR 2 each fully paid
The Hindustan Times Limited, the holding company 37,764,521 64.9% 37,764,521 64.90%
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*As per records of the Company, including its register of shareholders/members and other declaration received from the shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

Note 12: Other equity

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H Lakhs
Particulars March 31, 2023 March 31, 2022
Retained earnings (8,699) (7,548)
Capital reserve 6,942 6,942
FVTOCI reserve - 1
Total (1,757) (605)
Retained Earnings
H Lakhs
Particulars Amount
As at April 1, 2021 (9,462)
Net profit for the year 2,105
Items of other comprehensive income recognised directly in retained earnings
- Remeasurements of defined benefits obligation, net of tax (191)
As at March 31, 2022 (7,548)
Net profit for the year (1,285)
Items of other comprehensive income recognised directly in retained earnings
- Remeasurements of defined benefits obligation, net of tax 134
As at March 31, 2023 (8,699)
Capital reserve
H Lakhs
Particulars Amount
As at April 1, 2021 6,942
Changes during the year -
As at March 31, 2022 6,942
Changes during the year -
As at March 31, 2023 6,942
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• In relation to past business acquisitions

134

Digicontent Limited

Annual Report 2022-23

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

FVTOCI reserve*

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H Lakhs
Particulars Amount
As at 1 April, 2021 -
Changes during the year 1
As at March 31, 2022 1
Changes during the year (1)
As at March 31, 2023 -
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• In relation to investments classified at Fair Value through OCI

Note 13A : Borrowings

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Unsecured
Non-Current
Inter corporate deposits (note below) (refer note 29 and 40) 7,477 -
Currrent
Inter corporate deposits (note below) (refer note 29 and 40) - 6,817
Total 7,477 6,817
Aggregate Secured Loans - -
Aggregate Unsecured Loans 7,477 6,817
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Intercompany loan from HT Media Limited along with outstanding interest was due for repayment in December 2022 (First Tranche) and in March 2023 (Second Tranche). The same has got extended for period of 5 years and are due for repayment after 5 years from the original due date along with rate of interest of Overnight MIBOR + 655 bps compounded on monthly basis.

Debt reconciliation:

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H Lakhs
Current Non-current
Promoter name Total
Borrowings Borrowings
As at 1 April, 2021 8,000 - 8,000
Less : Repayments (1,183) - (1,183)
Balance as at March 31, 2022 6,817 - 6,817
Re-classification of borrowing (5,572) 5,572 -
Less : Repayments (1,245) (1,577) (2,822)
Add : Existing Borrowings got extended - 3,482 3,482
Balance as at March 31, 2023 - 7,477 7,477
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135

Statutory Reports

Financial Statements

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

Note 13B : Lease liabilities

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H Lakhs
Particulars March 31, 2023 March 31, 2022
Unsecured
Lease liabilities (after offsetting prepaid expenses of INR 587 Lakhs 7,492 28
(Previous Year March 31, 2022: INR 508 Lakhs)
Total 7,492 28
Current 890 9
Non- current 6,602 19
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Note 14: Trade payables

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Trade payables
(i) Total outstanding dues of micro enterprises and small enterprises (refer 102 83
note 30)
(ii) Total outstanding dues of creditors other than micro enterprises and
small enterprises
- Payable to related parties (refer note 29) 32 13
- Payable to others 2,143 2,440
Other than micro enterprises and small enterprises 2,175 2,453
Total 2,277 2,536
Current 2,277 2,536
Non- Current - -
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136

Digicontent Limited

Annual Report 2022-23

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

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Lakhs Total 102 2,176 - - 2,278 Lakhs Total 83 2,453 - - 2,536 Lakhs 1,563 3,480 8 5,051 5,051 -
H H H
- - - - - - - - - - March 31, 2022
Current - 21 -
More than 3 years More than 3 years
2,554 2,575 2,575
- 1 - - 1 - - - - -
March 31, 2023
2-3 years 2-3 years
- - - - - -
1-2 years - 1 - - 1 1-2 years - 32 - - 32
March 31, 2022
Outstanding for following periods from the due date - 791 - - 791 Outstanding for following periods from the due date 11 182 - - 193
- - -
Non- Current 294 294 294
Less than 1 year Less than 1 year
- - - -
Not Due 102 100 202 Not Due 72 354 426 March 31, 2023
Unbilled - 1,283 - - 1,283 Unbilled - 1,885 - - 1,885
Particulars (i) MSME (ii) Others (iii) Disputed dues – MSME (iv) Disputed dues - Others Total As at March 31, 2022 Particulars (i) MSME (ii) Others (iii) Disputed dues – MSME (iv) Disputed dues - Others Total Note 15 : Other financial liabilities Particulars I. Other financial liabilities at amortised cost Employee payables Interest accrued but not due on borrowings (refer note 29) Creditors for capital purchases Total Current Non- Current INR less than 50,000/- has been rounded off to Nil.
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137

Statutory Reports

Financial Statements

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

Break up of financial liabilities carried at amortised cost

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Borrowings (Note 13A) 7,477 6,817
Lease Liabilities (Note 13B) 7,492 28
Trade payables (Note 14) 2,277 2,536
Other financial liabilities (Note 15) 2,869 5,051
Total financial liabilities carried at amortised cost 20,115 14,432
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Note 16 : Provisions

H Lakhs

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Non- Current Current
Particulars
March 31, 2023 March 31, 2022 March 31, 2023 March 31, 2022
Provision for gratuity (refer note 27) 8 12 1,167 1,111
Provision for leave encashment (refer note 27) - - 32 40
Total 8 12 1,199 1,151
Current - - 1,199 1,151
Non- Current 8 12 - -
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Note 17A : Contract liabilities

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Unearned revenue 627 582
Advances from customers 732 145
Total 1,359 727
Current 1,359 727
Non Current - -
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Amount of revenue recognised during FY 2022-2023 from contract liabilities at the beginning of the year is H 645 lakhs (Previous year 415 lakhs).

Amount accrued during FY 2022-23 amounts to H 1,277 Lakhs (Previous year H 700 Lakhs).

Note 17B : Other current liabilities

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H Lakhs
Particulars March 31, 2023 March 31, 2022
Statutory dues 536 482
Total 536 482
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138

Digicontent Limited

Annual Report 2022-23

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

Note 18 : Income tax

The major components of income tax expense for the year ended 31 March 2023 are :

Statement of profit and loss :

Profit or loss section

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Current tax :
Current tax charge 154 276
Adjustments in respect of current tax credit of previous year (6)
Deferred tax :
Deferred tax charge/ (credit) (108) 978
Adjustments in respect of deferred tax charge of previous year 8 -
Income tax expense reported in the statement of Profit or Loss 48 1,254
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• INR less than 50,000/- has been rounded off to Nil.

OCI section :

Deferred tax related to items recognised in OCI during in the year ended March 31, 2023:

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Income tax charge/(credit) on remeasurements of defined benefit plans (44) 64
Income tax charge/(credit) to OCI (44) 64
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Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate for March 31, 2023 and March 31, 2022:

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Accounting profit/(loss) before income tax (1,237) 3,359
At India's domestic income tax rate of 25.17% (Previous year -25.17%) (311) 845
Non-recognition of deferred tax asset 357 363
Impact due to change in tax rate - 46
CSR expenditure - -
Adjustments in respect of current income tax credit of previous year (6) -
Adjustment of deferred tax charge in respect of previous year 8 -
Others 1 -
At the effective income tax rate 48 1,254
Income tax expense reported in the statement of profit and loss 48 1,254
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*INR less than 50,000/-rounded off to Nil.

139

Statutory Reports

Financial Statements

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

Deferred tax

Deferred tax relates to the following:

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H Lakhs
Particulars March 31, 2023 March 31, 2022
Deferred tax assets
Differences in depreciation in block of property, plant and equipment as per 17 14
tax books and financial books
Provision for doubtful debts and advances 78 72
Effect of expenditure debited to Statement of profit and loss in the current 487 445
year but allowed for tax purposes in following year
Gross deferred tax assets 582 531
Deferred tax liabilities
Difference between tax base and book base on Investments - 5
Gross deferred tax liabilities - 5
Deferred tax assets (net) 582 526
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Reconciliation of deferred tax assets (net):

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H Lakhs
Particulars
Balance as at April 1, 2021 1,440
Tax credit during the period recognised in profit or loss (978)
Tax charge during the period recognised in OCI 64
Closing balance as at March 31, 2022 526
Tax charge during the period recognised in profit or loss 100
Tax credit during the period recognised in OCI (44)
Closing balance as at March 31, 2023 582
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The Group offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

Deductible temporary differences, unused tax losses, and unused tax credits for which no deferred tax asset is recognised in the balance sheet as on 31 March 2023:

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Temporary differences arising on:
Carried forward business losses (available for 8 assessment years from the 1,517 1,160
respective year of origination of losses)
Unabsorbed depreciation (Available for infinite period) 12 11
Provision for doubtful debts and advances (available on write off/collection) 10 8
Differences in depreciation in block of fixed assets as per tax books and 4 5
financial books (available in due course)
Effect of expenditure debited to Statement of profit and loss in the period 8 12
but allowed for tax purposes in following period (available on payment basis)
Deferred tax Asset 1,551 1,196
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140

Digicontent Limited

Annual Report 2022-23

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

Note 19 : Revenue from operations

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H Lakhs
Particulars March 31, 2023 March 31, 2022
Sale of services
- Revenue from digital services 20,594 19,615
- Revenue from multi-media content management services (refer note 29) 14,333 12,798
Total 34,927 32,413
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Reconciliation of revenue recognised with the contracted price is as follows:

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Contract price 35,829 33,061
Adjustments to the contract price (902) (648)
Revenue Recognised 34,927 32,413
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The adjustments made to the contract price comprises of volume discounts.

Note 20 : Other income

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H Lakhs
Particulars March 31, 2023 March 31, 2022
Interest income on effective interest rate (EIR) method
- Bank deposits 160 196
- Loan to related party (refer note 29) 16 -
- Income tax refund 82 -
- Others 57 115
Other non - operating income
Finance income from debt instruments at FVTPL 36 21
Unclaimed balances/liabilities written back (net) 53 70
Exchange differences (net) - 20
Net gain on disposal of property, plant and equipment 2 1
Reversal of loss allowance for bad & doubtful receivables - 31
Income under cost contribution arrangement (refer note 29) 136 390
Miscellaneous income 7 42
Total 549 886
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*Gain on account of fair value movement (refer note 2.2 (n) Debt instruments at FVTPL)

Note 21 : Employee benefits expense

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Salaries, wages and bonus 17,189 13,067
Contribution to provident and other funds (refer note 27) 597 510
Gratuity expense (refer note 27) 331 203
Workmen and staff welfare expenses 72 39
Total 18,189 13,819
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141

Statutory Reports

Financial Statements

Notes to Consolidated Financial Statements for the year ended March 31, 2023

Note 22 : Finance costs

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Interest on inter corporate deposits (refer note 29) 1,142 1,137
Interest on borrowing from bank 18 -
Interest on lease liabilities (refer note 26A) 383 29
Bank Charges 21 19
Total 1,564 1,185
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Note 23 : Depreciation and amortisation expense

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Depreciation of property, plan and equipments (refer note 3) 168 148
Depreciation of right-of-use assets (refer note 26A) 1,530 1,457
Amortisation of intangible assets (refer note 4) 31 33
Total 1,729 1,638
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Note 24 : Other expenses

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Advertising and sales promotion 1,448 1,074
Power and fuel 4 1
Communication Costs 92 81
Legal and professional fees 3,153 3,088
News service and dispatches 4,147 3,649
Repairs and maintenance
Plant and machinery 2,773 2,348
Rates and taxes 3 10
Insurance 175 127
Service Charges on advertisement revenue - 65
Rent (refer note 26A) 1,343 1,201
Travelling and conveyance 1,502 1,261
Loss allowance for bad & doubtful receivables 103 -
Exchange differences (net) 2 -
Director's sitting fees (refer note 29) 21 19
Payment to auditor 40 42
CSR Expenditure 1 -
Security Charges 18 17
Housekeeping charges 47 41
Expense under cost contribution arrangement (refer note 29) 192 187
Miscellaneous expenses 167 87
Total 15,231 13,298
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142

Digicontent Limited

Annual Report 2022-23

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

Note 25 : Other comprehensive income

The disaggregation of changes to OCI by each type of reserve in equity is shown below :

During the year ended March 31, 2023

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H Lakhs
Retained FVTOCI
Promoter name Total
earnings Reserve
Remeasurement gain on defined benefit plans 178 - 178
Change in Fair value of investment - (1) (1)
Tax impact (44) - (44)
Total 134 (1) 133
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During the year ended 31 March 2022

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H Lakhs
Retained FVTOCI
Promoter name Total
earnings Reserve
Remeasurement loss on defined benefit plans (255) - (255)
Change in Fair value of investment - 1 1
Tax impact 64 - 64
Total (192) 1 (190)
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Note 26: Earnings per share (EPS)

Basic and Diluted EPS amounts are calculated by dividing the profit for the period attributable to equity holders by the number of Equity shares outstanding during the year after considering the impact of the Scheme. As at March 31, 2023, there are no dilutive potential Equity Shares outstanding.

The following reflects the income and share data used in the basic and diluted EPS computations:

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Particulars March 31, 2023 March 31, 2022
Profit/ (Loss) attributable to equity holders (INR Lakhs) (1,285) 2,105
Weighted average number of equity shares for basic and diluted earnings 58,187,078 58,187,078
per share
Earnings/ (Loss) per share (face value of H 2/- Each)
Basic EPS (INR) (2.21) 3.62
Diluted EPS (INR) (2.21) 3.62
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143

Statutory Reports

Financial Statements

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

Note 26A: Leases

The Group has taken office premises under lease arrangement.

• i) The details of the right-of-use asset held by the Group is as follows:

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H Lakhs
Particulars
Balance at 1 April 2021 1,431
Additions to right-of-use assets 508
Depreciation charge for the year (1,457)
Balance at 31 March 2022 482
Additions to right-of-use assets 9,499
Depreciation charge for the year (1,530)
Balance at 31 March 2023 8,451
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ii) Set out below are the carrying amounts of lease liabilities and the movements during the period:

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H Lakhs
Particulars
Balance at 1 April 2021 1,024
Additions 508
Accretion of interest 29
Prepaid rent adjustment (considered below for cash flow) (508)
Payments (considered below for cash flow) (1,025)
Balance at 31 March 2022 28
Additions 8,875
Accretion of interest 383
Prepaid rent adjustment (considered below for cash flow) (1,715)
Payments (considered below for cash flow) (79)
Balance at 31 March 2023 7,492
Current 890
Non- Current 6,602
Balance at 31 March 2022 28
Current 9
Non- Current 19
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The maturity analysis of lease liabilities are disclosed in Note 33.

144

Digicontent Limited

Annual Report 2022-23

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

iii) Amounts recognised in statement of profit or loss:

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H Lakhs
Particulars March 31, 2023 March 31, 2022
Interest on lease liabilities 383 29
Depreciation expense of right-of-use assets 1,530 1,457
Expenses relating to short-term leases (refer note 24) 1343 1,201
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iv) Amounts recognised in statement of cash flows:

		HLakhs
Particulars	March 31, 2023	March 31, 2022
Total cash outflow for leases	1,794	1,533

Note 27 : Defined Benefits Plan

A. Gratuity

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Gratuity 1,175 1,123
Total 1,175 1,123
Current 1,167 1,111
Non- Current 8 12
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The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of services gets a gratuity on separation at 15 days salary (last drawn salary) for each completed year of service.

Multi-media Content Management Undertaking of HT Media Limited (HTML) and Hindustan Media Ventures Limited (HMVL) was transferred and vested to and in HTDSL, as going concern on slump exchange basis, with effect from closing hours of March 31, 2016 (‘ Appointed Date’) (‘the Scheme’).

In terms of the aforesaid Scheme, certain employees of HTML and HMVL were transferred on a going concern basis. The Gratuity Trust (HTDSL Employees Gratuity Trust) related to these employees was incorporated by HTDSL during the year ended March 31, 2018. An amount equivalent to the amount recoverable from HTML and HMVL Gratuity Trust as appearing in HTDSL Employees Gratuity Trust Financial Statements represent plan assets for HTDSL. The return generated by HTML and HMVL Gratuity Trust is shared with HTDSL Employees Gratuity Trust on proportionate basis in proportion to share of HTDSL Employees Gratuity Trust in total plan assets of HTML and HMVL Gratuity Trust.

The board of directors of HTDSL has passed the resolution on 2 March, 2021 to dissolve the HTDSL Employees Gratuity Trust with effect from 15 March, 2021. As part of settlement, confirmation letter has been obtained from trustees of HTML and HMVL Gratuity Trust stating that-

• Amount recoverable from HTML and HMVL Gratuity Trust will represent plan assets for HTDSL

• The return generated by HTML and HMVL Gratuity Trust will be shared with HTDSL on proportionate basis in proportion to share of HTDSL in total plan assets of HTML and HMVL Gratuity Trust.

145

Statutory Reports

Financial Statements

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

The following tables summaries the components of net benefit expense recognised in the statement of profit or loss and amounts recognised in the balance sheet for the respective plans:

A. Post employment obligations

Gratuity Plan

Changes in the defined benefit obligation and fair value of plan assets as at 31 March, 2023 :

Present value of Obligation

H Lakhs

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March 31, 2023 March 31, 2022
Particulars Present value of Present value of
Obligation Obligation
Opening balance 1,334 1,014
Current service cost 258 152
Interest expense or cost 86 62
Re-measurement (or actuarial) (gain) / loss arising from:
- change in demographic assumptions (36) (83)
- change in financial assumptions (112) 396
- experience variance (i.e. actual experience vs assumptions) (36) (54)
Benefits paid (101) (154)
Transfer In/(Out) 1 1
Total 1,394 1,334
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*In relation to transfer of employees to fellow subsidiary

Fair Value of Plan Assets

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Opening balance 211 195
Investment income 14 12
Return on plan assets, excluding amount recognised in net interest expenses (6) 4
Total 219 211
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Reconciliation of fair value of plan assets and defined benefit obligation

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Fair vlaue of plan assets at the end of the year 219 211
Defined benefit obligation at the end of the year 1,394 1,334
Amount recognised in provisions (refer note 16) 1,175 1,123
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The major categories of plan assets of the fair value of the total plan assets are as follows:

H Lakhs

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Defined Gratuity Plan
Particulars March 31, 2023 March 31, 2022
Investment in Funds managed by HTML and HMVL Gratuity Trust 100% 100%
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146

Digicontent Limited

Annual Report 2022-23

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

The principal assumptions used in determining gratuity obligation for the Group’s plans are shown below:

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H Lakhs
March 31, 2023 March 31, 2022
Particulars
% %
Discount Rate 7.40% 6.45%
Salary Growth Rate 10.00% 10%
Withdrawal Rate
Up to 30 years 10.00% 10.00%
31 - 44 years 10.00% 10.00%
Above 44 years 10.00% 10.00%
Mortality Rate 100% IALM 2012-14 100% IALM 2012-14
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A quantitative sensitivity analysis for significant assumption as at March 31, 2023 is as shown below:

		HLakhs
Particulars	March 31, 2023	March 31, 2022
Defined Benefit Obligation (Base)	1,394	1,334

Impact on defined benefit obligation

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Assumptions Decrease Increase Decrease Increase
Discount rate(-/+1%) 103 (90) 115 (100)
Salary growth rate(-/+1%) (89) 99 (98) 109
Attrition rate (-/+ 50%) 132 130 153 (92)
Mortality Rate (-/+ 10%) 131 131 - (1)
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• INR less than 50,000/- has been rounded off to Nil.

The sensitivity analysis above has been determined based on reasonably possible changes of the assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

The following payments are maturity profile of Defined Benefit Obligations in future years:

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H Lakhs
Particulars March 31, 2023 March 31, 2022
Within the next 12 months (next annual reporting period) 174 129
Between 2 and 5 years 625 506
Between 6 and 10 years 690 615
Beyond 10 years 1,100 1,219
Total expected payments 2,589 2,469
Average duration of the defined benefit plan obligation
Particulars March 31, 2023 March 31, 2022
Weighted average duration 7 Years 8 Years
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147

Statutory Reports

Financial Statements

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

B. Defined Contribution Plan

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Contribution to provident and other funds
Charged to statement of profit and loss 597 510
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C. Leave encashment (unfunded)

The Group recognizes the leave encashment expenses in the Statement of Profit & Loss based on actuarial valuation.

The expenses recognized in the Statement of Profit & Loss and the Leave encashment liability at the beginning and at the end of the year :

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Liability at the beginning of the year 40 44
Benefits paid during the year (5) (8)
Provided during the year (3) 4
Liability at the end of the year 32 40
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Note 28: Related party transactions

i) List of Related Parties and Relationships:-

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Parties having direct or indirect control over the Earthstone Holding (Two) Private Limited (Ultimate
Company (Holding Company) controlling party is the Promoter Group)
Holding Company The Hindustan Times Limited
Fellow Subsidiaries (with whom transactions have HT Media Limited
occurred during the year) Hindustan Media Ventures Limited
HT Overseas Pte. Ltd.
Mosaic Media Ventures Limited
HT Music and Entertainment Company Limited
Next Radio Limited
HT Content Studio LLP
HT Mobile Solutions Limited
Key Managerial Persons (with whom transactions have Mr. Ajay Relan (deceased and ceased to be Non-Executive
occurred during the year) Independent Director on October 1, 2021)
Mr. Vivek Mehra
Ms. Suchitra Rajendra
Mr. Lloyd Mathias (Non-Executive independent Director, w.e.f
December 28, 2021)
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ii) Transactions with related parties

Refer Note 29

iii) Terms and conditions of transactions with related parties

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash (other than Inter-corporate Deposit refer note 6A and 13A).

148

Digicontent Limited

Annual Report 2022-23

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

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Lakhs H 2022 691 23 12,798 122 390 - 104 20 60 1,198 1,525 1,137 19 31 311 187 128 49 - - 200 1,183 1,667 13 1,556 508 200 10,297
March 31,
Total March 31, 2023 754 23 14,333 262 136 16 173 20 166 1,376 1,682 1,142 21 - 311 192 90 172 9,054 - 400 3,222 2,197 32 1,687 587 204 7,771
(KMP’s)l March 31, 2022 - - - - - - - - - - - - 19 - - - - - - - - - - - - - - -
2023 - - - - - - - - - - - - 21 - - - - - - - - - - - - - - -
Key Managerial
Personne March 31,
March 31, 2022 691 23 12,798 122 390 - 104 20 60 1,198 - 1,137 - 31 311 187 128 49 - - 200 1,183 1,667 13 - - 200 10,297
2023 754 23 14,333 262 136 16 173 20 166 1,376 - 1,142 - - 311 192 90 172 9,054 - 400 3,222 2,197 32 - - 204 7,771
Fellow Subsidiary
March 31,
March 31, 2022 - - - - - - - - - - 1,525 - - - - - - - - - - - - - 1,556 508 - -
Subsidiary March 31, 2023 - - - - - - - - - - 1,682 - - - - - - - - - - - - - 1,687 587 - -
Particulars Transactions during the year with related parties REVENUE TRANSACTIONS INCOME Digital services Content license fees income Multi-media content management services Share of revenue received on joint sale Income under cost contribution arrangement Interest income on inter corporate deposit given EXPENSE Advertisement expenses Content license fees expenses Share of revenue given on joint sale Infrastructure support services Rent & maintenance Interest accrued on inter corporate deposit Non Executive Director's Sitting Fee Commission & collection charges paid Treasury & management support services Expense under cost contribution arrangement OTHERS Reimbursement of expenses incurred on behalf of the Group by parties Reimbursement of expenses incurred on behalf of the party by the Group Renewal of intercorporate Loan taken by the company (extension of old loan including interest accrued) Purchase of fixed assets by the Company Inter corporate deposits given by the Company Repayment of inter corporate deposits BALANCE OUTSTANDING Trade receivables Trade payables Security deposit given (undiscounted value) Prepaid expenses Inter corporate deposit given & interest accrued on it Inter corporate deposit taken & interest accrued on it
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149

Statutory Reports

Financial Statements

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

Note 30: Based on the information available with the Group, Details of dues to Micro and Small Enterprises as defined under the MSMED Act, 2006

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Principal amount 102 83
Interest due thereon at the end of the accounting year - -
The amount of interest paid by the buyer in terms of Section 16, of the MSMED - -
Act, 2006 along with the amounts of the payment made to the supplier beyond
the appointed day during each accounting year
The amount of interest due and payable for the year for delay in making - -
payment (which have been paid but beyond the appointed day during the year)
but without adding the interest specified under MSMED Act, 2006.
The amount of interest accrued and remaining unpaid at the end of the - -
accounting year
The amount of further interest remaining due and payable even in the - -
succeeding years, until such date when the interest dues as above are
actually paid to the small enterprise for the purpose of disallowance as a
deductible expenditure under Section 23 of MSMED Act, 2006.
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Note 31 : Capital management

For the purpose of the Group’s capital management, capital includes issued equity capital, securities premium and all other equity reserves. The primary objective of the Group’s capital management is to maximise the shareholder value.

The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Group monitors capital using a gearing ratio, which is net debt divided by total capital and net debt. The Group includes within net debt, interest bearing loans and borrowings and interest accrued on borrowings.

H Lakhs

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Particulars March 31, 2023 March 31, 2022
Total Borrowings (Note 13A) 7,477 6,817
Interest accrued on borrowings (Note 15) 294 3,480
Debt 7,771 10,297
Equity & other equity (593) 559
Total capital employed 7,178 10,856
Less: Intangible assets (including Intangible assets under development) (234) (112)
Net capital employed 6,944 10,744
Gearing ratio 112% 96%
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No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2023 and March 31, 2022.

150

Digicontent Limited

Annual Report 2022-23

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

Note 32 : Fair values

Set out below, is a comparison by class of the carrying amounts and fair value of the Group’s financial instruments, other than those with carrying amounts that are reasonable approximations of fair values:

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H Lakhs
Particulars Carrying Value Fair value Fair value
31-Mar-23 31-Mar-22 31-Mar-23 31-Mar-22 mechanism
Hierarchy level
Financial assets measured at fair value through
profit and loss (FVTPL)
Unquoted Equity Investments (refer note 6A) 10 10 10 10 Level 3
Quoted mutual funds Investment (refer note 6A) 1,501 3,021 1,501 3,021 Level 1
Financial assets measured at fair value through
OCI
Quoted Equity Investments (refer note 6A) 5 6 5 6 Level 1
Financial assets measured at amortised cost
Bank deposits with more than 12 months maturity 1,500 1,700 1,500 1,700 Level 2
(refer note 9A)
Security deposits given [Non-Current] (refer note 1,125 1,559 1,125 1,559 Level 2
9A)
Financial assets- loan (refer note 6B) 200 200 200 200 Level 2
Financial liabilities for measured at amortised
cost
Borrowings (refer note 13A) 7,477 6,817 7,477 6,817 Level 2
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*The sensitivity analysis disclosures in relation to Unquoted equity instrument classified at FVTPL is not been disclosed since the management believes that there is no movement in the fair value on the reporting date.

The management assessed that fair value of trade receivables, cash and cash equivalents, other bank balances, other current financial assets, short-term borrowings, lease liabilities, trade payables and other current financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

The following methods and assumptions were used to estimate the fair values:

**Investments in quoted equity shares are valued at closing price of stock on recognised stock exchange. Investments in quoted mutual funds being valued at Net Asset Value.

***Fixed bank deposits with more than 12 months maturity has been derived basis the interest accrued on fixed deposits upto the balance sheet date.

****The Security deposits/Loans given are evaluated by the Company based on parameters such as interest rate, risk factors, risk characteristics and individual credit-worthiness of the counterparty. Based on this evaluation, allowances are taken into account for the expected losses.

*The fair values of long term interest-bearing borrowings are determined by using Discounted Cash Flow (DCF) method using discount rate that reflects the issuer’s borrowing rate as at the end of the reporting period. The own non-performance risk was assessed to be insignificant.

151

Statutory Reports

Financial Statements

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

Note 33: Financial risk management objectives and policies

The Group’s principal financial liabilities comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Group’s operations and to support its operations. The Group’s principal financial assets include loans, trade and other receivables, and cash and cash equivalents that derive directly from its operations.

The Group is exposed to market risk, credit risk and liquidity risk. The Group’s senior management oversees the mitigation of these risks. The Group’s financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Group’s policies and risk objectives. The policies for managing each of these risks, which are summarized below:-”

(1) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price risk, such as equity price risk and commodity risk.

(i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The companies exposure to the risk of changes in market interest rates relates primarily to long-term Borrowings with floating interest rates (refer note 13 A) .

The sensitivity to a reasonably possible change in interest rates on that portion of loans and borrowings affected, with all other variables held constant, on floating rate borrowings is as follows:

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Increase/ Decrease Effect on profit before
For year ended March 31, 2023
in basis points tax (INR Lakhs)
Interest rate +50 11
Interest rate -50 (11)
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For year ended March 31, 2022, the Group has no exposure to the risk of changes in market interest since the Group has fixed interest rate debt obligation.

(ii) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (when revenue or expense is denominated in a foreign currency).

152

Digicontent Limited

Annual Report 2022-23

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

Foreign currency sensitivity

The following tables demonstrate the sensitivity to a reasonably possible change in exchange rates, with all other variables held constant. The impact on the Group’s profit before tax is due to changes in the fair value of monetary assets and liabilities.

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H Lakhs
Particulars Outstanding balances Change in foreign Effect on Loss before tax
currency rate
31-Mar-23 31-Mar-22 31-Mar-23 31-Mar-22 31-Mar-23 31-Mar-22
Change in USD rate
Trade Receivables 1,777 1,549 +/-1% +/-1% 18 15
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(iii) Equity price risk

The Group invests in listed and non-listed equity securities which are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Group manages the equity price risk through diversification and by placing limits on individual and total equity instruments. Reports on the equity portfolio are submitted to the Group’s senior management on a regular basis. The Group’s Investment Committee reviews and approves all equity investment decisions.

(2) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions and foreign exchange transactions.

Trade receivables and other financial assets

An impairment analysis is performed at each reporting date on an individual basis for major clients. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets disclosed in Note 7 and Note 9A . The group does not hold collateral as security.

The Group evaluates the concentration of risk with respect to trade receivables and other financial assets as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed by the Group’s treasury department in accordance with the Group’s policy. Investments of surplus funds are made as per guidelines and within limits approved by Board of Directors. Board of Directors/ Management reviews and update guidelines, time to time as per requirement. The guidelines are set to minimize the concentration of risks and therefore mitigate financial loss through counterparty’s potential failure to make payments.

Liquidity risk

The Group monitors its risk of a shortage of funds using a liquidity mechanism.

153

Statutory Reports

Financial Statements

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

The table below summarizes the maturity profile of the Group’s financial liabilities

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H Lakhs
With in 1 year More than 1 years Total
As at March 31, 2023
Borrowings (refer note 13A) - 7,477 7,477
Lease liabilities (refer note 13B) 890 6,602 7,493
Trade payables (refer note 14) 2,277 - 2,277
Other financial liabilities (refer note 15) 2,575 294 2,869
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H Lakhs
With in 1 year More than 1 years Total
As at March 31, 2022
Borrowings (refer note 13A) 6,817 - 6,817
Lease liabilities (refer note 13B) 9 - 28
Trade payables (refer note 14) 2,536 19 2,536
Other financial liabilities (refer note 15) 5,051 - 5,051
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For mitigating the liquidity risk, refer note 41.

154

Digicontent Limited

Annual Report 2022-23

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

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Amount (INR Lakhs) (1,430) 259 (1,171) 19 (1,152) Amount (INR Lakhs) (1,464) 3,357 1,893 22 1,915
income -76% 14% -62% income -77% 177% 100%
Share in total Share in total
As % of total As % of total
Comprehensive income Comprehensive income
comprehensive comprehensive
Amount (INR Lakhs) 4 129 133 - 133 Amount (INR Lakhs) (1) (189) (190) - (190)
As % of income -2% -68% -70% As % of income 0% 100% 100%
Share in other Share in other
Comprehensive income comprehensive Comprehensive income comprehensive
consolidated other consolidated other
Amount (INR Lakhs) (1,434) 130 (1,304) 19 (1,285) Amount (INR Lakhs) (1,463) 3,546 2,083 22 2,105
As % of -69% 6% -63% As % of -70% 170% 100%
Share in Profit or Loss consolidated profit or loss Share in Profit or Loss consolidated profit or loss
Amount (INR Lakhs) 5,696 7,341 13,037 (13,630) (593) Amount (INR Lakhs) 7,126 9,082 16,208 (15,649) 559
liabilities 35% 45% 80% liabilities 44% 56% 100%
Net assets i.e. total assets minus total As % of net assets Net assets i.e. total assets minus total As % of net assets
consolidated consolidated
Particulars Parent : Digicontent Limited Subsidiary : Indian HT Digital Streams Limited Subtotal Adjustment arising out of consolidation Total Particulars Parent : Digicontent Limited Subsidiary : Indian HT Digital Streams Limited Subtotal Adjustment arising out of consolidation Total
Current year : As on March 31, 2023 I. II III Current year : As on March 31, 2022 I. II III
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155

Statutory Reports

Financial Statements

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

Note 35: Segment reporting

The Group operations comprise of only one segment i.e. “”Entertainment & Digital Innovation Business””. The Chief Operating Decision Maker (CODM) uses “Entertainment and Digital Business” as single segment to assess performance and for allocating resources. In view of the same separate segment information is not required to be given as per the requirement of Ind AS 108 on “Operating Segments”.

There are three customers (including related parties) which represent 10% or more of the Group’s total revenue with total amounting to H 18,980 lakhs and H 18,578 lakhs for the year ended March 31, 2023 and March 31, 2022 respectively.

Note 36: Commitments

		HLakhs
Particulars	March 31, 2023	March 31, 2022
Estimated amount of contracts on capital account pending to be executed (Net of advances INR Nil Lakhs(As at March 31,2022: INR 15 lakhs)	164	272

Note 37: Group Information

Information about subsidiary

The consolidated financial statements of the company includes subsidiary listed in the table below :

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H Lakhs
Particulars Principal Country of % equity interest
activity incorporation 31-Mar-23 31-Mar-22
HT Digital Streams Limited Digital services India 100 100
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Note 38: Standards issued but not yet effective

On 31 March 2023, the Ministry of Corporate Affairs (MCA) issued certain amendments and annual improvements to Ind AS. These amendments are applicable for accounting periods beginning on or after 1 April 2023

Amendment to Ind AS 12 and Ind AS 101

Now the Initial Recognition Exemption (IRE) does not apply to transactions that give rise to equal and offsetting temporary differences. Narrowed the scope of IRE (with regard to leases and decommissioning obligations). Accordingly, companies will need to recognise a deferred tax asset and a deferred tax liability for temporary differences arising on transactions such as initial recognition of a lease and a decommissioning provision. The amendments apply to transactions that occur on or after the beginning of the earliest comparative period presented. The application of this amendment is not expected to have a material impact on the Group’s financial statements.

Amendment to Ind AS 1 and Ind AS 34 and Ind AS 107

Companies should now disclose material accounting policies rather than their significant accounting policies.

The application of this amendment is not expected to have a material impact on the Group’s financial statements.

Amendment to Ind AS 8

Definition of ‘change in account estimate’ has been replaced by revised definition of ‘accounting estimate’. As per revised definition, accounting estimates are monetary amounts in the financial statements that are subject to measurement uncertainty.

156

Digicontent Limited

Annual Report 2022-23

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

The application of this amendment is not expected to have a material impact on the Group’s financial statements.

Following amendments are clarificatory in nature-

Amendment to Ind AS 109

In Indian Accounting Standard (Ind AS) 109, in Appendix B, in paragraph B4.3.12, for item (b), the following item shall be substituted, namely:-

“(b) a combination of entities or businesses under common control as described in Appendix C of Ind AS 103; or”;

The application of this amendment is not expected to have a material impact on the Group’s financial statements.

Amendment to Ind AS 115

In Indian Accounting Standard (Ind AS) 115, in Appendix 1,-

• (i) in paragraph 2, for the words and figure “paragraph of 15”, the word and figure “paragraph 51” shall be substituted;

• (ii) in paragraph 5, for the word and letter “Appendix D” the word and letter “Appendix B” shall be substituted.;

The application of this amendment is not expected to have a material impact on the Group’s financial statements.

Amendment to Ind AS 103

In Indian Accounting Standard (Ind AS) 103, in Appendix C, in paragraph 13, for item (b), the following item shall be substituted, namely:-

“(b) the date on which the transferee obtains control of the transferor;”;

The application of this amendment is not expected to have a material impact on the Group’s financial statements.

Amendment to Ind AS 102

In Indian Accounting Standard (Ind AS) 102, the footnote starting with the words “For example, in case” and ending with the words “not exercised”, appearing on the heading before paragraph 24 ‘If the fair value of the equity instruments cannot be estimated reliably’ shall be deleted and the same shall be added at the end of paragraph 23 at the words “equity to another”.

The application of this amendment is not expected to have a material impact on the Group’s financial statements.

Note 39: On the matter with respect to classification of the Company as a Non-Banking Finance Company (NBFC) / Systemically Important Core Investment Company (SI-CIC), as per audited financial statements as of March 31, 2021, submitted to RBI on June 25, 2021 and as per audited financial statements as at March 31, 2023, the Company does not fulfil the criteria prescribed for classification as NBFC or SI-CIC.

Note 40 : Statutory Information

• (i) No proceeding has been initiated or pending against the Group for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

• (ii) The Group has not been declared as wilful defaulter by any bank or financial Institution or other lender.

157

Statutory Reports

Financial Statements

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

• (iii) The Group has not entered into any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

• (iv) There are no transaction which has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

• (v) There are no charges or satisfaction yet to be registered with ROC beyond the statutory period.

• (vi) There are no funds which have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Group to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall:

• a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Group or

• b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

• (vii) There are no funds which have been received by the Group from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Group shall:

• a) directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Party or

• b) provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.

• (viii) The Group (as per the provisions of the Core Investment Companies (Reserve Bank) Directions, 2016) does not have more than one CIC (which is not required to be registered with RBI as not being Systemically Important CIC ).

Note 41 : The Group has incurred losses for year ended March 31, 2023 which has resulted in erosion of its net worth as at March 31, 2023. Basis business projections, the Group believes that it will generate sufficient profits in the foreseeable future to make net worth positive.

In view of the above, use of going concern assumption has been considered appropriate in preparation of these consolidated financial statements.

In terms of our report of even date attached

For B S R and Associates

For and on behalf of the Board of Directors of Digicontent Limited

Chartered Accountants (ICAI Firm registration Number: 128901W)

David Jones

Partner Membership No. 098113

Arjit Gupta Company Secretary

Ajay Sivaraman Nair Chief Financial Officer

Puneet Jain

Chief Executive Officer

Place: Gurugram Date: May 17, 2023

Priyavrat Bhartia Director (DIN:00020603) Place: New Delhi Date: May 17, 2023

Praveen Someshwar Director (DIN: 01802656)

158

Digicontent Limited

Annual Report 2022-23

Notes to Consolidated Financial Statements

for the year ended March 31, 2023

Annexure

Statement containing salient features of the financial statement of subsidiaries or associate companies or joint ventures.

PART “A” : SUBSIDIARIES

H Lakhs

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Sr. No. 1
Name of the Subsidiary Company HT Digital Streams Limited
Date since when subsidiary was acquired 31-Mar-18
Reporting period for the subsidiary concerned, if different from the holding company's Not applicable
reporting period
Reporting currency and Exchange rate as on the last date of the relevant Financial year in Not applicable
the case of foreign subsidiaries
a) Share capital 1,554
b) Reserves and surplus 5,787
c) Total assets 22,648
d) Total liabilities 22,648
e) Investments 1,511
f) Turnover @ 35,249
g) Profit before taxation 178
h) Provision for tax expenses 48
i) Profit after taxation 130
j) Proposed dividend -
Extent of shareholding (%) 100%
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@ includes Other Income

PART “ B” : ASSOCIATES AND JOINT VENTURES

The Group doesn’t have any associate and joint venture.

For and on behalf of the Board of Directors of Digicontent Limited

Arjit Gupta Company Secretary

Ajay Sivaraman Nair Chief Financial Officer

Puneet Jain Chief Executive Officer

Place: Gurugram Date: May 17, 2023

Priyavrat Bhartia Director (DIN:00020603)

Praveen Someshwar

Director (DIN: 01802656)

Notes

PAVING THE PATH FOR

DIGITAL TRANSFORMATION

March'23

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65
Mn. UNIQUE USERS
280
Mn. PAGE VIEWS
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March'23

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56
Mn. UNIQUE USERS
283
Mn. PAGE VIEWS
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March'23

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26
Mn. UNIQUE USERS
114
Mn. PAGE VIEWS
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HT Media Group provides credible news to over 132 Million digital visitors.

Source: Comscore MMX Multi-platform, Total UVs & Page Views, March 2023, India

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Hindustan Times House, 2[nd] Floor, 18-20, Kasturba Gandhi Marg, New Delhi-110001 Email: investor@digicontent.co.in Website: www.digicontent.co.in