Digicontent Limited — Audit Report / Information 2021

Jun 16, 2021

DIGICONTENT LIMITED Registered Office: Hindustan Times House (2nd Floor) 18-20, Kasturba Gandhi Marg, New Delhi 110 001, India T : +9111 66561234 F: +911166561270 W: www.digicontent.co.in E: corporatedept@digicontent.co.in CIN: L74999DL2017PLC322147

Ref: DCL/CS/160/2021 16th June, 2021

BSE Limited National Stock Exchange of India Limited P. J. Tower, Dalal Street Exchange Plaza, C-1, Block G, Mumbai- 400 001 Bandra-Kurla Complex, Bandra (East) Mumbai- 400 051

Scrip Code: 542685 Trading Symbol: DGCONTENT

Dear Sirs,

Sub: Statement on impact of audit qualification on the Audited Financial Results for the quarter and financial year ended on 31st March, 2021

In continuation to our letter dated 15th June, 2021, please find enclosed the statement on impact of audit qualification on the Audited Standalone Financial Results for the quarter and financial year ended on 31st March, 2021. The statement on impact of audit qualification on the Audited Consolidated Financial Results will be submitted shortly. We are constrained due to Covid-related restrictions, hence the request.

This is for your information and record.

Thanking you,

Yours faithfully,

For DIGICONTENT LIMITED

VIKAS PRAKASH Digitally signed by VIKAS PRAKASH Date: 2021.06.16 22:56:17 +05'30'

(Vikas Prakash) Company Secretary

Encl.: As above

			Statement on lm11act of Aud� Qualifications submittedalo!!9with Annual Audited Standalone Financial Results
Statement on lm11act of Audit Qualifications for the Financial Year ended March 31, 2021[See Regulation 33 / 52 of the SEBI (LODR} (Amendment) Regulations, 2016)
I.	SI.No.	Particulars	Audited Figures(as reported before adjustingfor qualifications)(INR in Lakhs)	Adjusted Figures(audited figures after adjusting forqualifications)
	1.	Turnover/ Total income	288
	2.	Total Expenditure
		(includinQ exceptional item)	1,922
	3.	Net ProflV(Loss) before tax	(1,634)	Not Applicable
	4.	Net ProfiV(Loss) after tax	(1,634)
	5.	Earnings Per Share	(2.81)
	6.	Total Assets	19,910
	7.	Total Liabilities	11,320
	8.	Net Worth	8,590
	9.	Any other financial item(s) (as fell appropriale by themananement\	Nil
II.		Audit Qualifi£ation {each audit gualifi�tion §!2128!:iHel�):
	the income criterion of principal business criteria and further whether ff should be registered as a Systemically Important Core Investment Company (SI-CIC) as perthe condffions as stated in the Master Direction - Core Investment Companies (Reserve Bank) Directions, 2016, as amended ('Regulations) issued by the RBf,since if holds total assets of not less than Rs.100 crore and holds public funds as at 31 March 2020.The Company has filed various letters with the RBI and provided unaudffed provisional Balance sheet and Income statement as at 31 December 2020 and 31January 2021 along wffh audffed financiaf statements of 31 March 2020 and explanations, wherein ff has stated that ff need not be registered as a NBFC and SJCIC since ff does not meet the criteria as per /he financial statements for the year ended 31 March 2020. However, RBI vide letter dated 23 March 2021, has statedthat ff appears that the Company qualifies to be a NBFC and ff is required to apply for certif,cate of registration as a NBFC or merge w#h another NBFC/nonfinancial company or wind up the business of NBFC. The Management is of the view that the RBI has not fully considered the Company's contentions as detailedin various letters submitted earlier wffh the RBI, before arriving at the conclusion. The Company vide letter dated 9 June 2021, has submitted ffs representation tothe RBI, wherein, the Company has refferated that the Company does not fulfil principal business criteria to be classified as a NBFC or register as a SJ-CIC and inany case the Company has drawn up a scheme of merger for merging the Company and ffs two other fellow subsidiary companies with HT Media Umffed (a NonFinancial Company and a fellow subsidiary) for which the scheme has been approved by the Board of Directors in February 2021 and filed wffh the stockexchanges in March 2021 for approval.Pending resolution of this matter, we are unable to comment on the impact thereof, if any, on the standalone annual financial results for the year ended 31 March2021."
		b. Type of Audit Qualification : Qualified Opinion
		c. Frequency of qualification: Appeared first time
		d. For Audit Qualification(s) where the impact is quantified by the auditor, Management's Views: Not Applicablee. For Audit Qualification(s) where the impact is not quantified by the auditor.
	(i)Management's estimation on the impact of audit qualification: Not Determinable(ii) tf management is unable to estimate the Impact, reasons for the same:The Management believes that the RBI has not fully considered the Company's submissions and accordingly the Company has submitted a detailedrepresentation, vide letter dated 9 June 2021 to RBI, re#erating that the Company believes that, on the basis of the latest audffed Financial Statements as on 31
		March 2020, the Company does not fu/fif the income criteria of the Principal Business Criteria and hence is not a NBFC. Accordingly, the management is of theview that the Company did not need to register as a SI-CIC.The Company also represented that ff is already in the process of merging w#h HT Media Um#ed, e Non Financial operating company and a fellow subsidiary,alo11g wffh two fellow subsidiaries, the merger scheme for the same has been approved by the Boards of the respactive Companies in February 2021 and filedwffh the Stock excha11ges in March 2021 for their approval.
	The Company is therefore already in the process of implementing one of the three actions stipulated by RBI in ffs letter dated 23 March 2021, to comply wffh theabove-mentioned NBFC matter.Hence impact is not determinable.
(iii) Auditors' Comments on (i) or (ii) above: Pending resolution of this matter, Auditors are unable to comment on the impact thereof, if any, on the standalonefinancial results for the year ended 31 March 2021

For B SR and Associates

Chartered Accountants (Firm Registration Number. 128901 W)

RAJESH DlgltollJl1lgoodtii,IVJESH Do(ta11l21'°6.161t'4"27+-0�W

ARORA Rajesh Arora Partner Membership No. 076124 Place: Gurugram

For and on behalf of Diglcontent Limited

Puneet Jain Chief Executive Officer

� Vivek Mehra .,.. 1

Audit Committee Chaimian Place: Mukteshwar

Ajay Sivaraman Nair Chief Financial Officer Place: Gurugram