DIGICONTENT LIMITED

g,stercd Of-rice Hind 1slan Times House (2nd Floor) 18-20, Kaslurba Gandhi Marg, ew Delhi 110 001, India T: + I 11fi6561234 F: +911166561270 W: www d1g1c:ontent co in E: [email protected] C.IN L 74Q'lQOI ]017PLC322147 ()

Ref: D /160/ o ... o

6 1h May, 202 ~, ~ 0

~ imited I . J. T : r, ala I ,.1r, Murnb:1i- 400 00 I 1,IC I) " 0

The National Slo k Ex h,m ,c f India Limited l�xchange Plaza, 5 1 " Pl or, Plot No. /1, Bl ck Bandra-Kurla omplex. Bandr (East) Mumbai- 400 051 (J 0 ,,

crip ode: 542685

Trading Symbol: DGCONTENT

Dear Sirs,

Sub: Intimation of outcome of the Board Meeting held on 6 th May, 2020 and disclosure under Regulation 30 of the SEBI {Listing Obligations and Disclosure Requirements) Regulations 2015, as amended {"SEBI LODR")

This is to inform you that the Board of Directors of the Company at its meeting held today, i.e. 6 th May, 2020 (which commenced at 12:00 Noon and concluded at 12:40 p.m.) has, inter-alia, transacted the following businesses:-

1. Approved and taken on record the Audited (Standalone and Consolidated) Financial Results of the Company for the quarter and financial year ended on 31 st March, 2020 pursuant to Regulation 33 of SEBI LODR.
1. Approved the Audited (Standalone and Consolidated) Financial Statements of the Company pursuant to IND-AS compliant Schedule III to the Companies Act, 20 I 3 for the financial year ended on 3 Is March, 2020.

Further, we are enclosing herewith the following:

I. Audited (Standalone and Consolidated) Financial Results of the Company for the quarter and financial year ended on 31 si March, 2020 in the prescribed format alongwith the Auditor s Report thereon (Annexure - I); and
1. Declaration of Chief Financial Officer on Unmodified Opinion in the Auditor's Report for Financial Year 2019-20 (Annexure - 2)

This is for your information and record.

Thanking you,

Yours faithfully,

Chartored Accountants

Building No 10. 8th Floor. Tower-8 DLF Cyber City Phase - II Gurugram - 122 002. tno<a

Telephone • 91 12• 719 1000 Fax • 91 124 235 8613

I IDEPENDENT A DJTOR' REPORT

TO THE BOARD OF DLR.ECTOR OF 0 IGICO ITENT LIMlTED

Report on the audit of the Standalone Annual FinanciaJ Results

Opinion

We have audited the accompan) ing standalone annual financial results of Digicontent Limited (hereinafter referred to as the ··Company··) for the year ended 31 March 2020 ('standalone annual financial results"), attached here" ith. being submitted by the Company pursuant to the requirement of Regulation 33 of the Securities and Exchange Board of India (" ERi") (Listing Obligations and Disclosure Requirements) Regulations. 201 S. as amended ('Listing Regulations·).

In our opinion and to the best of' our information and according to the explanations gi, en to us. the aforesaid standalone annual financial results:

a. are presented in accordance "ith the requirements of Regulation 33 of the Listing Regulations in this regard; and
b. in the context of overriding effect of the provision in the scheme of arrangemem as detailed in Emphasis of Maner paragraph below, give a true and fair view in conformity with the recognition and measurement principles laid do"n in the applicable Indian Accounting Standards, and other accounting principles generally accepted in India. of the net loss and other comprehensive income and other financial infom1ation for the year ended 31 March 2020.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (··SAs") specified under section 143( I 0) of the Companies Act. 2013 ("the Act"). Our responsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Standalone Annual Financial Results 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 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 wc ha, e obtained. is sufficient and appropriate to provide a basis for our opinion on the standalone annual financial results.

Emphasis of Matter

We draw attention to ote I of the standalone annual financial results in respect to a Scheme of Arrangement (Demerger) between the Digicontent Limited and HT Media Limited (HTML) and their respective creditors and shareholders. as sanctioned by the Hon'ble ational Company Law Tribunal. The Scheme, inter-alia, prescribed demerger of Entertainment and Digital Innovation business of HT Media Limited (Demerged Company) including strategic investment and vesting thereof into the Digicontent Limited w.e.f. closing business hours of 31 March 20 18 (the Appointed Date) as compared

to acquisition date under eommcin control bus inc combination as per the applicable Indian \ccounting tandard:.{lnd- ) prescribed under ection 133 of the ompamcs ct. 2013.

Our opinion i not modified in re jX.'Cl ofthi matter

Management's and Board of Dil"C(:tors· Responsibilities for the tandalone Annual Financial Results

These standalone annual financial result ha,e been prepared on the basi of the tandalone annual financial tatemcnts.

The Compan~ · Management and the Board of Directors are rcspon ible for the preparation and presentation of the c standalone annual financial result that gi, e a true and fair , ie" of the net lo and other comprehensi, e income and other financial infonmuion in accordance "ith the recognition and measurement principles laid do,, n in Indian \CC."IUnting tandards prescribed under ection 133 of the Act and other accounting principles general~ accepted in India and in compliance \ith Regulation 33 of the Li ting Regulation . Thi responsibiht) also includes maintenance of adequate accounting records in accordance "ith the pro, i ion of the ct for safeguarding of the assets of the Compan:i and for preventing and detecting frauds and other irrcgularitie : selection and application of appropriate accounting policies: mal-.ingjudgments and estimates that arc reasonable and prudent: and the design. implementation and maintenance of adequate internal financial controls.. that were operaung ctTecti\ el~ for ensuring accurac) and completene of the accounting record . relc, ant to the preparation and presentation of the ·tanda\onc annual financial results that gi, e a tn1c and fair , ie" and arc free from material misstatement,\ hethcr due to fraud or error.

In preparing the standalone annual financial results. the Management and the Boord of Directors are responsible for a e ing the Company' ability to continue as n going concern. di-dosing. as applicable. maners related to going concern and using the going concern basis of accounting un\e the Board of Directors either intend to liquidate the Compan) or to cease operation . or has no rca\i tic alternari, e but to do so.

The Board of Directors is respon ible for o,erseeing the Compan~ ·s financia\ reporting process.

Auditor's Responsibilities for the Audit of the tandalone Annual Financial Results

Our objecti, e are to obtain reasonable assurance about "hether the tandalone annua\ financial re u\ts as a whole are free from material misstatement.,, hether due to fraud or error, and to i ·ue an auditor·s report that includes our opinion. Reasonable assurance is a high le, e\ of assurance. but is not a guarantee that an audit conducted in accordance with As wi\ alway detect a material mi ·tatemem "hen it e~ists. Misstatements can arise from fraud or error and are considered material if. individual) or in the aggregate. they could reasonabl) be expected to influence the economic decisions of u ers taken on the basis of these standalone annual financial results.

8 S A and Associates

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

Identify and assess the risks of material misstatement of the standalone annual financial results. whether due to fraud or error, design and perform audit procedures responsive to those risk.s. 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 e rror. as fraud may involve collusion. forgery. intentional omissions. misrepresentations. or the override of intema I control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under ection 143(3) (i) of the Act, we a re also responsible for expressing our opinion through a separate report on the complete set of standalone financia l statements on \ hether the Company has adequate inte rnal financial controls with reference 10 ~t:rndalone fi nancial ~tatcmenLS in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness o f accounting estimates and related disclosures in the standalone annual fi nancial results 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 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. lfwe conclude that a material uncertainty exists. we are required to draw attention in our auditor's report to the related disclosures in the standalone annual financial results 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. Howeve r. 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 annual financial results . including the d isclosures, and whether the standalone annual financial results represent the unde rly ing transactions and events in a manner that achieves fair presentation.

We communicate with those cha rged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit fi ndings. including any significant deficiencies in internal control tha t we identify during o ur audit

We a lso provide d1ose charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all rela tionships and other mane rs tha t may reasonably be thought to bear on o ur independence, and where applicable. rela ted safeguards.

Other Matters

We draw your attention to the fact that corresponding figures for the year ended 31 March 2019 included in the standalone annual financial results have been extracted from the audited special purpose financial statements which were audited by predecessor auditor who expressed an unmodified opinion dated 16 April 2019. The said financial statements were considered as special purpose financial statements as they were prepared for filing information memorandum for listing purpose and are not the statutory financial statements.

Our opinion is not modified in respect of this matter.

We draw your attention to the fact that the corresponding figures for the quarter ended 31 March 2019 included in the standalone annual financial results have neither been subjected to audit nor review. The corresponding financial results have been prepared for the first time, post listing of equity shares of the Company on stock exchanges and have been certified by the management and our conclusion on the corresponding figures for the quarter ended 31 March 2019 in so far as it relates to the amounts and disclosures included in the standalone annual financial results is based solely on such financial information as certified by the management.

Our opinion is not modified in respect of this matter.

The standalone annual financial results include the results for the quarter ended 31 March 2020 being the balancing figure between the audited figures in respect of the full financial year and the published unaudited year to date figures up to the third quarter of the current financial year which were subject to limited review by us.

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

Rajesh Arora Partner Membership No.: 076124 UDIN: 20076124AAAAAQ8688

Place: Gurugram Date: 06 May 2020

_::, Digicontent Limited CIN:- L749990L2017PLC322147

Registered Office: Hindustan Times House ,2nd Floor, 18-20, Kasturba Gandhi Marg, New Delhi-110001, India Tel: +91-11- 6656 1234 Fax: +91- 11-6656 1270 We bs ite :- www.digicon t ent.c o.in E- mail:- investor@digiconte nt.co.in

Audited Standalone Financial Results for the quarter and year ended March 3 1, 2020

Statem ent of Audited Standalone financial Results for the quarter and year ended March 31, 2020

				(INRiLkhna	tEinsexceparng	hdt)spersareaa
		ThMhEddntreeosne			Yddearene
No~.	icPrtulaars	31.03.2020Adidteu(f)RNt2eeroe	31.12.2019Udidtn-aue	·31.03.2019Udidtn-aue(f)RNt7eeroe	31.03.2020Aditedu	31.03.2019Aditedu(ef)RNt1eroe
1	Income
	a)RfrOioatevenueomperns	284	476	393	1,560	2,004
	b)OthIerncome	62	55	6	211	18
	TalItoncome	346	531	399	1,771	2,022
2	Expenses
	a)Eplbefitmoeeensepenseyx	269	271	243	1,109	965
	b)Fistnaneecos	270	246	241	1,006	904
	c)Dciiodtiioatateprenanamorsnepensex	4	4	7	20	30
	d)Otherexpenses	180	146	178	577	610
	TalEtoxpenses	723	667	669	2,712	2,509
3	fit/()fioi()PLbptaltdt12roosseoreexcenemsanax-	(377)	(136)	(270)	(941)	(487)
3a	Pfit/(L)bffidciiodsttatroosseorenancecos,ax,eprenanrtisti(EBITDA)(32b2)damoaonexpenses++cantialiteceponemsx	(103)	114	(22)	85	447
4	EioalIpttexcenms	-	-	-	-	-
5	t/Pfi(L)bfT(34)roosseoreax+	(377)	(136)	(270)	(941)	(487)
6	TEaxxpense
	a)Ce/(t)ntt[chdi]urreaxargcre	-		-	-	-
	b)Defd[he/(dit)]taerrexcargcre	-		(127)	133	( 127)
	Talttoaxexpense	-	-	(127)	133	(127)
7	NPfit/(L)ftfhr/rid(56)ttteroossaeraoreeapeoxy-	(377)	(136)	(143)	(1,074)	(360)
8	OhChsiIn(f)ttterompreenvecomeneoax
	a)Ithwillbclsifidfitr lteatottomsnereaseprooossTalOhChsiIn/(L)ttoerompreenvecomeoss	(2)()2	--	(4)(4)	(3)()3	(16)(16)
9	TlChsiIn/(L)(78)taoompreenecomeossv+	(379)	(136)	(147)	(1,077)	(376)
10	Paid-EuiShCpil(FalINR2/-he)tytaupqareaacevuepersar•-	1,164	1,164	1,164	1,164	1,164
11	OthEuicldiRalioRhbaltyatterqexungevuneservesaspereancehetse				9,032	10,109
12	Enis/(Ls)he*arngospersar
	/-(of INR2h)eac	(notalisd)annue	(nalisd)otannue	(notalisd)annue
	(a)Bsiac	(05).6	(03)2	(05).2	(15).8	(02).6
	(b)Diludte	(0.65)	(0.23)	(0.2)5	(1.85)	(0.62)
(R•	efNot1 lere-

Notes:

1 The Scheme of Arrangement (Demerger) u/s 230-232 of the Companies Act, 2013 between Digicontent Limited ("the Company") and HT Media Limited (HTML) and their respective shareholders and creditors (Scheme) for transfer and vesting of the Entertainment & Digital Innovation Business of HTML to and in the Company, as going concern, with effect from March 31, 2018 (closing business hours) i.e. Appointed Date, was sanctioned by the Hon'ble National Company Law Tribunal (NCLT), New Delhi Bench vide order dated March 7, 2019 (the order). Consequent upon filing of the order passed by NCLT with the Registrar of Companies, NCT of Delhi & Haryana on April 5, 2019, the Scheme became effective from the Appointed Date.

The Company issued and allotted its 5,81,87,078 equity shares of face value of Rs. 2/- each on April 12, 2019 to the eligible shareholders of HTML.

The aforesaid equity shares were admitted for trading and listed on the stock exchanges i.e. National Stock Exchange of India Limited and BSE Limited on June 18, 2019. These equity shares have also been considered for the purpose of calculation of earnings per share and paid up share capital for the periods reported above.

The Corresponding figures for the year ended 31 March 2019 included in the standalone financial results have been extracted from the audited special purpose financial statements which were prepared for filing information memorandum for listing purpose and are not the statutory financial statements.

2 The above standalone financial results for the quarter and year ended 31 March 2020 were reviewed and recommended by the Audit Committee and approved by the Board of Directors at their respective meetings held on May 6, 2020. The Statutory Auditors of Digicontent Limited ('the Company') have carried out an audit of the above results pursuant to Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and have issued an unmodified opinion. For standalone financial results, the figures for the last quarter ended as on 31 March 2020 are the balancing figures between the audited figures in respect of the full financial year and the published year to date figures upto the end of the third quarter. Also, the figures upto the third quarter were subject to limited review.
3 The standalone financial results have been prepared in accordance with the Indian Accounting Standards ('Ind ' AS') prescribed under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules as amended from time to time.
4 The Company has adopted Ind AS 116, effective annual reporting period beginning April 1, 2019 and there is no impact on the standalone financial results.
5 The Company is engaged in the business of "Entertainment & Digital Innovation Business" and there are no other reportable segments as per Ind AS 108 on Operating Segments.
6 The certificate of CEO and CFO in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the above results has been placed before the Board of Directors.
7 The results of corresponding quarter ended March 31, 2019 have been prepared for the first time, post listing of equity shares of the Company on stock exchange, for comparative purpose and are unaudited and unreviewed.
8 Previous period's figures have been re-grouped/ re-classified wherever necessary, to correspond with those of the current period's classification.
9 Management has considered the possible effects that may result from the pandemic relating to COVID-19 on the carrying amount of assets of the Company. In developing the assumptions relating to the possible future uncertainties because of this pandemic, the Company, as at the date of adoption of these standalone financial results has used internal and external sources of information. The Company has performed sensitivity analysis on the assumptions used and based on current estimates expects that the carrying amount of assets will be recovered. The impact of COVID-19 on the Company's financial results may differ from that estimated as at the date of adoption of audited financial statements for the year ended 31 March 2020.

	{INRiLkh)nas
	Prtilacarsu	Atsa	Atsa
		Mh312020arc,	Mh312019arc,
		Aditdue	Aditd*ue
A	ASSETS
1)	Nttoncrrenassesu-
	()Pplduirtttaropey,ananeqpmen	1
	(b)Ingiblttsaneasse	13	3
	(c)Iinbsidirittnesmensaesvu	17580,	1758,
	(d)Dfd(t)ttseerreaxassene	-	13
	()Inttsecomeaxasse	05
	Tltttoanoncurrenasses-	17644,	1775,
)2	Cttrrenassesu
	()Ficialtsananasse
	(i)Tdeiblraerecvaes	143	84
	(ii)Chdhuialtasancaseqvens	630	34
	(iii)Bkbalhh(ii)bttanancesoeranaove	-	-
	(i)Loansv	1,851
	()Ohficialttsvernanasse	209	1,83
	(b)Ctrttsonacasse	12
	()Ohtttscercurrenasse	10
	Ttlttoacrrenassesu	2855	303
	Tlttoaasses	,20499,	,2078,
B1)	EQUITYANOLIABILITIESEitquy()Euihpialttaqysareca(b)Shtaresuspenseaccoun()Ohuittcereqy	1,164-9032,	-1,1610,10
	Tlittoaequy	10,196	1127,
2)	LibilitiaesNlibilititoncurrenaes-()Ficialliabilitieanans
	(i)Binorrogsw	8000,	800,
	(ii)Ohficialliabilitieternans	1,916	1,01
	(b)Pvisiroons	52	4
	liilitiTtltboanoncurrenaes-	9968,	905,
	Clibilititurrenaes
	()Ficialliabilitieanans
	(i)Tdblraepayaes	146	31
	(ii)Ohficialliabilitieternans	143
	(b)Pvisiroons	6	1
	()Othtlibilitiecercrrenasu	40	11
	Tllibilitittoacurrenaes	335	45
	Tllibilititoaaes	10303,	950,
	itiilitiTtldlboaeqanaesuy	20499	2078

tiPularcars	Mh31,2020arcINRLkhsaAdidteu	31,2019McharINRLkhsaAdid*teu
ChflfrOatinctivitiasowsompergaesLbefiotatossoreaxn	(941)	(487)

Adjcilelbefhflstnttotatoetumesreconossorexncasows:
IntestIfrditsrencomeomepos	(40)	(18)
Diatindtiioatepreconaamornexpensez	20	30
Intesttbwirecosonorrongs	1,006	904
Ulaiedbals/libilitiritbacknttencmanceunspeaesnw	(6)
Intestifrintatloivrencomeomercorporeangen-	(165)
aifdubtfuldbtdad{iludibaddbtritoff)nttemprmeooesanvancesncngesnw	l	64
Chinatinetdlibilitieangesopergasssanas
e)/D{Iintrdivablencreasecreaseaereces	704	(145)
e)/fi{IDinntndntialetdothntndncreasecreasecurreanon-currenancasssanercurreanon-ntetcurreasss	1,765	(292)
Ine/{De)intndntfiiallibilitindthntndcreasecreasncurreanon-currenancaesaoercurreantlibilitindvisinon-curreaesaproons	(106)	55
Chdfrioatatasgenereomoperns	2,238	111
Intaidcomexpa	(48)	(2)
Nhflfiniviti(A)etatctcasoromopergaesw	2,190	109
ChflfrIinivitistctasowsomnvegaes
Ineidditstestrerecveonepos	34	18
IntesteidIntatloivrerecveonercorporeangen-	16
InCDitsivteatr-orporeeposgen	(1,850)
PchofPPlanduirtntnturaseropey,aeqpme	(l)
Nhflfriiniviti(B)etutstctcasoosomnegaeswv	(1,801)	18
ChflfFincictivitiasowromanngaes
Inaidtestrep	(100)	(112
Nhinfl/(fls)fficiiviti(C)etutctcasowoowromnanngaes	(100)	(112)
Nie/(de)ihdhuial{DABC)etntncreasecreasncasancaseqves++=	289	15
Chdshivalhebinnif th(E)tst tasancaequenaegngoeyear	341	326
Chdhuialhdofh{DE)ntatttasancaseqveseeneyear+	630	341
C&CntofhhEuialntatdofthomponescasasqvesaseneyear
Chinhdasan
Withbksan
Odsittsnepoaccoun	524	257
Ontntncurreaccous	106	84
Talhdhuialotntcasancaseqves	630	341

Chartered Accountant s

Bu ld,ng o 10. 8th Floor. Tower-8 DLF Cyber City. Phase - 11 Gurugram - 122 002. India

T lephone •91 124 719 1000 Fax • 91 12, 235 8613

11 'DEPE 'DENT DITOR' REPORT

TO THE BO RD OF DIRE TOR OF DIGI O TE T LIMITED

Report on th audit of the on olidatecl nnual Financial Re ult

Opinion

We have audited the accompanying con olidated annual financial results of Digicontent Limited (h reinafter referred to a the ''Holding Compan ") and its subsidiary, HT Digital treams Limited, (Holding Company and it ub idiary together referred to a "the Group"), for the year ended 31 arch 2020, ("'the tatement" or ·'con olidated annual financial re ult "), attached herev ith, being ubmitted by th Holding Compan pursuant to the requirement of Regulation 33 of the ecurities and Exchange Board of India (" EBI") (Li ting Obligations and Disc lo ure Requirements) Regulations, 20 15, as amended (' Li ting Regulation ').

ln our opinion and to the be t of our infon11ation and according to the explanations given to us, the aforesaid con olidated annual financial results:

a. also include the annual financial results of the subsidiary- HT Digital treams Limited;
b. are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in thi regard; and
c. in the cont xt of overriding effect of the provision in the scheme of arrangements as detailed in Emphasis of Matters paragraph below, give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable Indian Accounting Standard and other accounting principles generally accepted in India, of consolidated net loss and other comprehensi e income and other financial infom1ation of the Group for the year ended 31 March 2020.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing ("SAs' ) specified under ection 143( IO) of the Companies Act, 2013 ("the Act"). Our responsibilities under those SAs are further described in the Auditor's Responsibilities f or the Audit of the Consolidated Annual Financial Result section of our report. We are independent of the Group, 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 financial statements under the provisions of the Act, and the Rule 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 obtained by us is sufficient and appropriate to provide a basi for our opinion on the consolidated annual financial results.

Emphasis of Matters

We draw attention to Note 1 of consolidated annual financial results in respect to a Scheme of Arrangement (Demerger) between the holding company and HT Media Limited (HTML) and their respective creditors and shareholders, as sanctioned by the Hon'ble National Company Law Tribunal. The Scheme, inter-alia, prescribed demerger of Entertainment and Digital Innovation business of HT Media Limited (Demerged Company) including strategic investment and vesting thereof into the holding company w.e.f. closing business hours of 31 March 2018 (the Appointed Date) as compared to acquisition date under common control business combination as per the applicable Indian Accounting Standards (Ind-AS) prescribed under Section 133 of the Companies Act, 2013.

Our opinion is not modified in respect of this matter.

We draw attention to Note 10 of the consolidated annual financial results, where in goodwill acquired under Scheme of Arrangement under section 391-394 of Companies Act, 1956 between HT Media Limited and HT Digital Streams Limited and Hindustan Media Ventures Limited and HT Digital Streams Limited ('the Scheme'), in the previous years, is being amortised as per the scheme of arrangement sanctioned by Hon'ble High Courts. This accounting treatment as envisaged in the Scheme is different from that prescribed in the applicable Ind AS which only requires to test such goodwill annually for impairment purposes.

Our opinion is not modified in respect of this matter.

Management's and Board of Directors' Responsibilities for the Consolidated Annual Financial Results

These consolidated annual financial results have been prepared on the basis of the consolidated annual financial statements.

The Holding Company's Management and the Board of Directors are responsible for the preparation and presentation of these consolidated annual financial results that give a true and fair view of the consolidated net loss and other comprehensive income and other financial information of the Group in accordance with the recognition and measurement principles laid down in Indian Accounting Standards prescribed under Section 133 of the Act and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. 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 of the assets of each 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 the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated annual financial results 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 annual financial results by the Management and the Directors of the Holding Company, as aforesaid.

In preparing the consolidated annual financial results, the Management and the respective 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 liquidate the company or to cease operations, or has no realistic alternative but to do so.

Page 2 of 4

The respective Board of Directors of the companies included in the Group is responsible for overseeing the financial reporting process of each company.

Auditor's Responsibilities for the Audit of the Consolidated Annual Financial Results

Our objectives are to obtain reasonable assurance about whether the consolidated annual financial results 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 annual financial results.

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 annual financial results, 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 through a separate report on the complete set of financial statements 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 in the consolidated financial results 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 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 annual financial results 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 annual financial results, including the disclosures, and whether the consolidated annual financial results 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 subsidiary company 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.

Page 3 of 4

\J e al o pro idc tho c hargcd v ith go ernance \ ith a tatement that we have complied with relevant ethical requir ment regarding indcp nden e. and t communicate\ ith them all relation hip and other matter that ma rea nabl b thought to bear n our independence, and where applicable, related afeguard .

eal op rform dpro edure in a rdance\ ith the cir ular o JR/ FD/CMDl /44/2019i uedby the EBI under Regulation 33(8) of the Li ting Regulation . a amended, to the extent applicable.

Other Matters

I. We dra, your attention to the fact that corre ponding figure for the year ended 31 March 2019 included in the con olidated annual financial re ult have been e tracted from the audited pecial purpo e con olidated financial tatements which were audited by predeces or auditor , ho expre ed an unmodified opinion dated 16 April 2019. The aid con olidated financial tatement were con idered a pecial purpo econ olidated financial tatement a the were prepared for filing information memorandum for Ii ting purpo e and are not the statutory financial tatement .

Our opinion i not modified in respect of this matter.

We draw your attention to the fact that the corresponding figures for the quarter ended 31 arch 2019 included in the con olidated annual financial results have neither been ubjected to audit nor reviewed. The corresponding financial results have been prepared for the first time, po t listing of equity shares of the Holding Company on stock exchanges and have been certified by the management and our conclusion on the corresponding figure for the quarter ended 31 March 2019 in so far as it relates to the amounts and disclosures included in the consolidated annual financial results is based solely on such financial information a certified by the management.

Our opinion is not modified in respect of this matter.

The consolidated annual financial results include the results for the quarter ended 31 March 2020 being the balancing figure between the audited figures in respect of the full financial year and the published unaudited year to date figures up to the third quarter of the current financial year which were subject to limited review by us.

For B S R and Associates Chartered Accountanls Firm's Registration o.: 12890 I W

Rajesh Arora Partner Membership No. : 076124 UDI : 20076 I 24MAAAP3275

Place: Gurugram Date: 06 May 2020

Digicontent Limited

;■ CIN:- L749990L2017PLC322147 Registered Office: Hindustan Times House ,2nd Floor, 18-20, Kasturba Gandhi Marg, New Delhi-110001, India Tel: +91-11- 6656 1234 Fax: +91- 11-6656 1270

Website:- www.digicontent.co.in E-mail:[email protected]

Audited Consolidated Financial Results for the Quarter and year ended March 31, 2020

Statement of Audited Consolidated Financial Results for the quarter and year ended March 31, 2020

		<iNRiLkhnasexcThMhEddtreeonsne</i			tEnieoarna	hdt)soersareaaYddearene

No~	Piculrtaars	31.03.2020Aditdue(RfN3)teeroe	31.12.2019Uditdnaue-	31.03.2019Uditdnaue-(RfN9)teeroe	31.03.2020Aditdue	31.03.2019Aditdue(RfN1)teeroe
1	Income
	a)frORatioevenueomperns	6,124	1887,	6,634	29105,	26,977
	b)Othr Iencome	49	94	22	177	85
	TtalIoncome	6,173	7,282	6,656	26,087	26,855
2	Expenses
	a)Eplbefitmoyeeensexpense	3,711	3,606	3,740	14,212	13,900
	b)Fistnancecos	329	305	242	1,241	912
	c)Dciatiodtiatioeprenanamorznexpense	1,325	1,328	919	2905,	3,675
	d)Otherexpenses	2,425	2,285	2,550	9,296	9,931
	TalEtopensesx	7,790	7,524	7,451	30,039	28,508
3	Pfit/(L)bftialid(12)ttroosseoreexceponemsanax-	(1,617)	(242)	(795)	{)3,952	(1),653
3a	Pfit/(L)bffidciiodsttatroosseorenancecos,ax,eprenanisti(EBITDA)(32b2)drtamoaonexpenses++cantialiteceponemsx	37	1,391	366	2,579	3,024
4	EioalIpttexcenms	-	-	-	-	-
5	Pfit/(L)bfT(34)roosseoreax+	(1,617)	()242	()795	()3952,	(1),653
6	TEaxxpense
	a)C[ce/(t)]ntthdiurreaxargcre	-	-	-		-
	b)Defd[che/(dit}]taerrexargcre	(322)	(27)	(229)	(650)	(46)7
	Talttoaxexpense	(322)	()27	()229	(5)60	(476)
7	t/()r/()NtPfiLfttfthrid56eroossaeraxoreyeapeo-	(1295),	(215)	(566)	(3,302)	{1,177)
8	OhChsiIn{f)ttterompreenvecomeneoax
	a)/(ls)Itethatwillotbclsifidtofitmsnereaseproos	23	(44)	8	(17)0	32
	TalOhChsiIn/(L)ttoerompreenecomeossv	23	()44	8	(107)	32
9	TtalChsiIn/{L){78)oompreenvecomeoss+	(1,272)	(5)29	(55)8	{)3,409	{1,145)
10	Paid-EuiShCpil(FalINR/-h)*tyta2upqareaacevuepersare-	1,164	1,164	1,164	1,164	1,164
11	OthEuitycldiRalatioRthbalerqexungevuneservesaspereancehetse				1,916	5,325
12	s/Eni(Ls)h*arngospersare
	(of I/-h}NR2eac	(nalisd)otanneu	(nalisd}otanneu	(nd)otalisannue
	(a)Bsiac	(2.22)	(07).3	(07).9	(5.67)	(2.02)
	(b)Diluted	(2.22)	(07).3	(07).9	(5.67)	(2.02)
(R•	efN1)otere-

Notes :

The Scheme of Arrangement (Demerger) u/s 230-232 of the Companies Act, 2013 between Oigicontent Limited ("the Company") and HT Media Limited (HTML) and their respective shareholders and creditors (Scheme) for transfer and vesting of the Entertainment & Digital Innovation Business of HTML to and in the Company, as going concern, with effect from March 31, 2018 (closing business hours) i.e. Appointed Date, was sanctioned by the Hon'ble National Company Law Tribunal (NCLT), New Delhi Bench vide order dated March 7, 2019 (the order). Consequent upon filing of the order passed by NCLT with the Registrar of Companies, NCT of Delhi & Haryana on April 5, 2019, the Scheme became effective from the Appointed Date.

Pursuant to the Scheme, HTML has transferred its entire stake in HT Digital Streams Limited (HTDSL) (i.e. 57. 17%) to the Company. Consequently, HTDSL has become wholly-owned subsidiary of the Company. The Consolidated results for year ended March 31 , 2019 were prepared for filing information memorandum for listing purpose.

The Company issued and allotted its 5,81,87,078 equity shares of face value of Rs. 2/- each on April 12, 2019 to the eligible shareholders of HTML.

The Corresponding figures for the year ended 31 March 2019 included in the consolidated financial results have been extracted from the audited special purpose financial statements which were prepared for filing information memorandum for listing purpose and are not the statutory financial statements.

2 The standalone financial results of following entity have been consolidated with the financial results of the Company, hereinafter referred to as "the Group":

Wholly-owned Subsidiary

HT Digital Streams Limited (HTDSL)

3 The above consolidated financial results for the quarter and year ended 31 March 2020 were reviewed and recommended by the Audit Committee and were approved by the Board of Directors at their respective meetings held on May 6, 2020. The Statutory Auditors of the group have carried out an audit of the above results pursuant to Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and have issued an unmodified opinion . For consolidated financial results, the figures for the last quarter ended as on 31 March 2020 are the balancing figures between the audited figures in respect of the full financial year and the published year to date figures upto the end of the third quarter. Also, the figures upto the third quarter were subject to limited review.
4 The consolidated financial results have been prepared in accordance with the Indian Accounting Standards ('Ind AS') prescribed under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules as amended from time to time.
The Group has adopted Ind AS 116, effective annual reporting period beginning April O l, 2019 and applied the standard to its leases, retrospectively, with the cumulative effect of initially applying the Standard, recognised on the date of initial application (April 01, 2019). Accordingly, the Group has not restated comparative information. As on April 1, 2019, the Group has recognized a right of use asset at an amount equivalent to the lease liability and consequently there has been no adjustment to the opening balance of retained earnings as on April 01, 2019. In the Statement of Profit and Loss for the quarter and year ended March 31, 2020, the nature of expenses in respect of operating leases has changed from rent, in corresponding quarter and year ended March 31, 2019, to depreciation cost for the right-to-use asset, and finance cost for interest accrued on lease liability.
6 The Group is engaged in the business of "Entertainment & Digital Innovation Business" and there are no other reportable segments as per Ind AS 108 on Operating Segments.
7 The audited standalone financial results of the Company for the quarter and year ended March 31, 2020 will be filed with BSE and NSE and are also available on Company's website "www.digicontent.co.in". The key standalone financial information for the quarter and year ended March 3 l. 2020 are as under:

Ptiularcars	ThrMhEddnteeosne			YEddearne
	31.03.2020	31.12.2019	31.03.2019	31.03.2020	31.03.2019
	Adidteu	Uditedn-au	Uditedn-au	Adidteu	Adidteu
RfOatioevenueromoerns	284	476	393	1560	2004
Profit/(L)BefTossoreax	/377\	/136\	/270\	/941\	/487\
ofit/{L)AfPrteTossrax	/377\	/136\	/143\	/1074\	/30<br>6
TalChivI ne/(L)otomoreensecomoss	/379\	/136\	/147)	/1077)	/376\

B The certificate of CEO and CFO in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the above results has been placed before the Board of Directors.
9 The results of corresponding quarter ended March 31, 2019 have been prepared for the first time, post listing of equity shares of the Company on stock exchange, for comparative purpose.
10 Goodwill acquired under Scheme of Arrangement under section 391 394 of Companies Act, 1956 between HT Media Limited and HT Digital Streams Limited and Hindustan Media Ventures Limited and HT Digital Streams Limited ('the Scheme'), in the previous years, is being amortised as per the scheme of arrangement sanctioned by Hon'ble Hight Courts.
11 Previous period's figures have been re-grouped/ re-classified wherever necessary, to correspond with those of the current period's classification.
12 Management has considered the possible effects that may result from the pandemic relating to COVID-19 on the carrying amount of assets of the Group. In developing the assumptions relating to the possible future uncertainties because of this pandemic, the Group, as at the date of adoption of these consolidated financial results has used internal and external sources of information. The Group has performed sensitivity analysis on the assumptions used and based on current estimates expects that the carrying amount of assets will be recovered. The impact of COVID-19 on the Group's financial results may differ from that estimated as at the date of adoption of audited financial statements for the year ended 31 March 2020.

			){INRiLkhnas
	Prtilacarsu	Atsa	Atsa
		Mh312020arc,	Mh312019arc,
		Aditdue	Aditd*ue
A	ASSETS
}1	Nttoncurrenasses-
	()Pplduirtttaropey,ananeqpmen	193	219
	(b)Righf-t-tsoseasseu	3,216	-
	()Gdillcoow	3,619	7,23
	()OdthIntgibltseraneasse	125	12
	()Intgibltsddelteaneassenereopmenuv	-
	(f)Ficialtsnanasse
	(i)Inttvesmens	10	1
	(ii)Loans	1,335
	Ohttts-	6
	()gernoncurrenassehDf	5	-
	()d(t)ttseerreaxassene	2459,	1,772
	(i)Inttscomeaxasse	3,214	2,964
	Tltttoanoncurrenasses-	14236,	12337,
2)	Ctturrenasses
	()Ficialtsananasse
	(i)Tdeiblraerecaesv	3,122	4,648
	(ii)Chdhuialtasancaseqensv	1,091	1,219
	(iii)Bkbalhh(ii)bttanancesoeranaove	-	-
	(i)Lvoans	1	2
	()Othficiltsernanaassev	1,094	1,748
	C(b)trcttsonaasse	338	201
	(c)Ohtttsercurrenasse	159	312
	Tltttoacurrenasses	5805,	8,130
	Tlttoaasses	20041,	20467,

B	EQUITYANDLIABILITIES
)1	itEquy
	()Euithpitlaqsarecaay	1,164	-
	(b)Shtaresuspenseaccoun	-	1,164
	()Ohuittcereqy	1,916	5,325
	Ttlitoaequy	3080,	6489,

2)	Libilitiaes
	Ntlibilitioncrrenaesu-
	()Ficiallibil itiananaes
	(i)Binorrowgs	8000,	8,000
	(ii)Lliabil itieasees	1,226
	(iii)Ohficiallibilitieternanas	1,916	1,010
	(b)Pvisiroons	52	45
	Tllibilitittoanoncurrenaes-	11,194	9055
	Clibilititurrenaes		,
	()Ficialliabilitieanans
	(i)Lliabilitieeases	1,615
	Tdbl	525	-16
	(ii)raepayaes	1,	2,
	(iii)Ohficiallibilitieternanas	1,281	1,38
	(b)Clibilititrctonaaes	141	45
	(c)Pvisiroons	775	488
	(d)Ohlibilitiettercurrenas	430	847
	Tllibilitittoacurrenaes	5767,	4923,
	Tllibilititoaaes	16961,	13978,
	Tlitdlibilititoaequyanaes	20041,	20467,

Piculrtaars	Mh312020arc,INRLkhasitAddue	Mh312019arc,INRLkhasAditd*ue
Cfftitiitihlasowsromoperangacves
Lbftitosseoreaxaon	()3,952	(1,653)
Adjcilelbfhflottttttsmensoreconosseoreaonecass:uxw
InIfrdsidhtsttsoterencomeomepoaners	(128)	(35)
Dciatiodrtiatioeprenanamoznexpense	5,290	3,765
Fistnanceco	1,241	904
Iaifdbtfuldbtdd(icldibddbtntmprmeoouesanavancesnungaesrioff)ttwen	75	17
s/(n)Uclaidbalntlibilitierittbketnmeanceunspeaswenac	(26)	-
Ehdiffcangeerencesx	(1)7
PfitalfFidA(n)etetroonseoxesss	-	( 1)
Chititdliabilitiangesnoperangassesanes
(Ie)/dindeibltncreasecreaseraerecvaes	1,486	()2,024
Inindficildthntntetntcreasecurreannon-currenanaasssanoercurredntetannoncurreasss-	(1,159)	(356)
Dindficialliabilitiedthntntecreasecurreannoncurrenansanoer-dlibilitiedvisintntcurreannoncurreasanproons-	(903)	(1)77
Cftihtdasgeneraeromoperaons	1907,	494
Inaidtcomeaxp	(1)92	()880
ff()NthltitivitiAecasowsromoperangaces	1,715	(386)
ChflfItitiitiasowsromnvesngacves
Intsteiddsitsererecveonepo	45	35
Phf istnturcaseonvemes	-	(1)0
fPhPrtPlntduinturcaseoropey,aaneqpme	(18)6	(1)98
()NthtflfititivitiBecasouowsromnvesngaces	(123)	(173)
ChflfFicitivitiasowromnanngaces
Inaidtsterep	(10)5	(112)
fRntLLibilitieepaymeoeaseas	(1),615	-
(C)Nthtflffincitiitiecasouowsromanngacves	(1720),	(112)
Ni/(d)inhdhuial(Dttencreaseecreasecasancaseqvens=ABC)++	(128)	(671)
Chdhuialthbginifth(E)nttasancaseqvesaeenngoeyear	1,219	1,890
Chdhuialhdfh(DE)ttttasancaseqvensaeenoeyear+	1,091	1219,
CfCh&ChEuialdfhttttomponensoasasqvensasaenoeyear
Chinhdasan	2	1
Balithbkancesans-w
dsitntonepoaccous-	871	1,094
inntntcrreaccosuu-	218	124
Ttalhdhuialtocasancaseqvens	1,091	1219,
*(RefN-1)otere	Fdbhalfforanoneo	hdfDirttoaroecors~
		1.c:,:::.v
		c:::,====-----
NDlhiewe	-	PShr,veenomeswar-
M62020ay		Dirtecor

Annexure-2

DIGICONTENT LIMITED Propisimed Office Hindustrin Times House (2nd Floor) 18-20Kasturba Gandhi Marg Jew Delhi 110.001, viditaT: . 49111.65561234 F: +911166561270W) www.digitamien.co.in E: [email protected]Ch: 1149602.2019/C221

6th May, 2020

Ref: DCL/CS/160/2020

BSE Limited P. J. Tower, Dalal Street Mumbai-400 001

The National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot No. C/1, G Block Bandra-Kurla Complex, Bandra (East) Mumbal-400 051

Scrip Code: 542685 Trading Symbol: DGCONTENT

Dear Sirs,

Sub: Declaration on Unmodified Opinion in the Auditor's Report for Financial Year 2019- $20$

Pursuant to Regulations 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Schedule VIII thereto and SEBI Circular CIR/CFD/CMD/56/ 2016 dated May 27, 2016, we hereby declare that the Statutory Auditors of the Company, BSR and Associates, Chartered Accountants (Firm Registration No. 128901W), have submitted the Auditor's Report with unmodified opinion on the Standalone and Consolidated financial results for the financial year ended March 31, 2020.

This is for your information and records.

Thanking you,

Yours faithfully,

For DIGICONTENT LIMITED

(Anup Sharma) Chief Financial Officer

AI assistant

Digicontent Limited Annual Report 2020