Digicontent Limited — Audit Report / Information 2025

Aug 12, 2024

Registered Office: Hindustan Times House (2nd Floor) 18-20, Kasturba Gandhi Marg, New Delhi 110 001, India T : +9111 66561355

W: www.digicontent.co.in E: investor@digicontent.co.in

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DIGICONTENT LIMITED

CIN: L74999DL2017PLC322147

12[th] August, 2024

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: Disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) - Regulations, 2015 Resignation of Statutory Auditors of the Company

Dear Sir/Madam,

This is to inform you that M/s. B S R and Associates, Chartered Accountants, (Firm Registration No. 128901W), (‘B S R’), Statutory Auditors of the Company have tendered resignation vide their letter dated 12[th] August, 2024, with immediate effect. A copy of the resignation letter dated 12[th] August, 2024 as received from B S R in accordance with SEBI Master circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11[th] July, 2023, is enclosed as Annexure - A . In its letter of resignation, B S R has not raised any concern or issue and there is no reason other than the one mentioned in their said letter.

The details with respect to resignation of Statutory Auditors of the Company pursuant to the SEBI circular no. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated 13[th] July, 2023, is enclosed as Annexure - B .

This is for your information and record.

Thanking you,

Yours faithfully, For Digicontent Limited

Digitally signed by Arjit Gupta Arjit Gupta Date: 2024.08.12 15:36:00 +05'30'

(Arjit Gupta) Company Secretary

Encl.: As above

Corp. office: 5th Floor, Lotus Tower, A Block, Community Centre, New Friends Colony, New Delhi-110025 Ph.: 011 – 66561234

Annexure - A

Chartered Accountants

B S R and Associates

Building No. 10, 12th Floor, Tower-C DLF Cyber City, Phase - II Gurugram - 122 002, India Tel: +91 124 719 1000 Fax: +91 124 235 8613

The Board of Directors, Digicontent Limited 2 Floor, Hindustan Times House, 18-20, Kasturba Gandhi Marg, New Delhi-110001

12 August 2024

Dear Sirs,

Subject: Resignation with immediate effect

As you are aware, we were appointed as the Statutory Auditors of Digicontent Limited (‘the Company’), pursuant to the shareholders’ resolution dated 25August 2020 to hold office until the Annual General Meeting of the Company to be held in the year 2025.

We have completed our statutory audit till 31 March 2024, and we issued our audit report on 2 May 2024.

Please refer to our ongoing discussions in connection with our continuation as statutory auditors of the Company. As explained to us by the Company, the Company has expressed its intention to align its auditors on a group wide basis. Pursuant to the decision to appoint another firm of auditors at other group entities due to completion of our first term of appointment in such group entities, we have considered the Company’s request in this regard, and we hereby tender our resignation as the statutory auditors of the Company with immediate effect.

Please find attached in Annexure I, the information to be obtained by the Company from the auditors for the resignation as required by SEBI Master circular no. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11 July, 2023.

As per the requirement of the Companies Act, 2013, we shall be forwarding the copy of the ADT3, as filed with ROC, in due course.

Please accept our resignation with immediate effect.

Yours faithfully,

For B S R and Associates Chartered Accountants

Firm’s Registration No: 128901W

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David Jones Partner Membership No: 098113

Encl: As above

Principal Office:

14th Floor, Central B Wing and North C Wing, Nesco IT Park 4, Nesco Center, Western Express Highway, Goregaon (East), Mumbai - 400063

B S R and Associates

Annexure - I

Disclosure of information from the Statutory Auditor upon resignation

Sr. No.		Particulars		Details
1.		Name ofthelisted entit~~y~~	~~/ material subsidiary~~	DigicontentLimited (listed entity)
2.		Details of the Statutory Auditor:
		a. Name		M/s. B S R and Associates, Chartered Accountants
		b. Address		Building No. 10, 12thFloor, Tower-C, DLF Cyber City, Phase II, Gururgam, Haryana, 122001
		c. Phone Number		+91 124 719 000
		d. Email		davidjones@bsraffiliates.com
3.		Details of association with the listed entity/ ~~material subsidiary~~:
		a. Date on which the statutory auditor was appointed		25thAugust 2020
		b. Date on which the term of the statutory auditor was scheduled to expire		Until the Annual General Meeting for the year ending 31stMarch 2025
		c. Prior to resignation, the latest audit report/limited review report submitted by the auditor and date of its submission		Audit Report for the financial year ended 31 March 2024, dated 2 May 2024 and Limited Review Report for the quarter ended 30 June 2024, dated 22 July 2024
4.		Detailed reasons for resignation:		Refer to the attached resignation letter
5.		In case of any concerns, efforts made by the auditor prior to resignation (including approaching the Audit Committee/Board of Directors along with the date of communication made to the Audit Committee/Board of Directors)		Not applicable
6.		In case the information requested by the auditor was not provided, then following shall be disclosed:		Not applicable
		a. Whether the inability to obtain sufficient appropriate audit evidence was due to a management - imposed limitation or circumstances beyond the control of the management.
		b. Whether the lack of information would have significant impact on the financial statements/results.
		c. Whether the auditor has performed alternative procedures to obtain

B S R and Associates

Sr. No.	Particulars	Details
	appropriate evidence for the purposes of audit/limited review as laid down in SA 705 (Revised)
	d. Whether the lack of information was prevalent in the previous reported financial statements/results. If yes, on what basis the previous audit/limited review reports were issued.
7.	Any other factsrelevant to theresignation:	None

Declaration:

1. We hereby confirm that the information given in this letter and its attachments is correct and complete.

2. We hereby confirm that there is no other material reason other than those provided above for resignation of my firm.

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Yours faithfully,

For B S R and Associates

Chartered Accountants

Firm’s Registration No: 128901W

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David Jones Partner Membership No: 098113

Annexure-B

Disclosure of information pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD1/P/CIR/2023/123 dated 13[th] July, 2023

Resignation of M/s. B S R and Associates, Chartered Accountants, (Firm Registration No. 128901W), Statutory Auditors of the Company

S. No.		Particulars	Information
1		Reason for change viz. ~~appointment,~~ ~~re-~~ ~~appointment,~~ resignation, ~~removal, death or otherwise~~	The reason of resignation of Statutory Auditors is stated in the resignation letter dated 12thAugust, 2024 (resignation letter is enclosed as_Annexure A_).
		~~remova,~~
2		Date of~~appointment/ re-~~ appointment / cessation & ~~term~~ ~~of~~ ~~appointment/re-~~ ~~appointment~~	12thAugust, 2024
3		Brief Profile (in case of appointment)	Not applicable
4		Disclosure of relationships between Directors (in case of appointment of a Director)	Not applicable