Digicontent Limited — Interim / Quarterly Report 2021

Jul 30, 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/160/2020 30th July, 2021

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) MUMBAI - 400 051

Scrip Code: 542685 Trading Symbol: DGCONTENT

Dear Sirs,

Sub: Intimation of outcome of Board Meeting held on 30th July, 2021 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. 30th July, 2021 (which commenced at 12:00 noon and concluded at 12:08 p.m.) has, inter-alia, transacted the following businesses:-

• 1. Approved and taken on record the Un-audited (Standalone & Consolidated) Financial Results (UFRs) of the Company for the quarter ended on 30th June, 2021 pursuant to Regulation 33 of SEBI LODR. (enclosed herewith).
• 1. Taken on record the Limited Review Report of B S R and Associates, Chartered Accountants (Statutory Auditor) on the above UFRs (enclosed herewith).

This is for your information and record.

Thanking you,

Yours faithfully, For DIGICONTENT LIMITED

(Vikas Prakash) Company Secretary

Encl.: As above

Chartered Accountants

Bulldlng No. 10, 121 ~ Floor, Tower-C, DLF Cyber City, Phase - II, Gurugram -122 002, India

Telephone: +91 124 7191000 Fax: +91 124 235 8613

To Board of Directors of Digicontent Limited

• 1. We have reviewed the accompanying Statement of unaudited consolidated financial results of Digicontent Limited ("the Parent") and its subsidiary (the Parent and its subsidiary together referred to as "the Group"), for the quarter ended 30 June 2021 ("the Statement"), being submitted by the Parent pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('Listing Regulations').
• 1. This Statement, which is the responsibility of the Parent's management and approved by the Parent's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "lmerim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. Our responsibility is to express a conclusion on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Imerim Financial Informatio11 Performed by the I11depe11de111 Auditor of the Emity", issued by the Institute of Chartered Accountants oflndia. A review of interim financial infonnation consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also perfonned procedures in accordance with the circular issued by the SEBI under Regulation 33 (8) of the Listing Regulations, to the extent applicable.

1. The Statement includes the results of the following entities:

Parent

a. Digicontent Limited

Subsidiary b. HT Digital Streams Limited (HTDSL)

5. Attention is drawn to the fact that the figures for the 3 months ended 31 March 2021 as reported in these financial results are the balancing figures between audited figures in respect of the full previous financial year and the published year to date figures up to the third quarter of the previous financial year. The figures up to the end of the third quarter of previous financial year had only been reviewed and not subjected to audit.

1. Based on our review conducted and procedures performed as stated in paragraph 3 above. nothing has come Lo our attention that causes us to believe that the accompanying Statemc111, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard nnd other accounting principles generally accepted in India. has not disclosed the informntion required 10 be disclosed in terms of Regulation 33 of the Listing Regulations, including the manner in which it is to be disc losed, or that it contains any material misstatement.

For B S Rand Associates Chartered Acco11111w,1.,· Firm's Registration No: 12890 I W

Rajcsh Aror:a Partner Membershi p No: 0761 24 UDIN: 2 10761 24J\/\J\ADD5l25

Place: Gurugram Date: 30 July 202 1

CIN:-L74999DL2017PLC322147

X, Digicontent Limited 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:-investor@digicontent.co.in

Un-audited Consolidated Financial Results for the quarter ended lune 30, 2021

Statement of Un-audited Consolidated Financial Results for the quarter ended lune 30, 2021

30.06.2021 Un-audited 6,764 199 6,963 3 ,406 324 396 2,717 6,843 120 Profit/(Loss) before finance costs, tax, depreciation and 840 - 120 49	31.03.2021 Audited (Refer note 7) 6 ,809 307 7, 116 2,915 319 1,285 2,850 7,369 (253) 1,351 - (253)	30.06.2020 Un-audited 3,638 36 3, 674 3,2 19 299 1,309 2,208 7,035 (3,361) (1,753) - (3,361)	31.03.2021 Audited 24,889 496 25, 385 11,932 1,213 5,215 10,328 28,688 (3,303) 3, 125 - (3,303)
	-	-	-
85	1,546	(764 )	1,056
134	1,546	(764)	1,056
	(1,799)	(2,597)	(4, 359)
			(77)
	(110)	(27)	(77)
	(1,909)	(2,624)	(4,436)
10 Paid-up Equity Share Capital (Face value - INR 2/- per share) 1,164	1, 164	1,164	1,164
Other Equ ity excl uding Revaluation Reserves as per the balance			(2,520)
(not annualised )	(not annualised)	(not annualised)
	(3.09 )	(4.46 )	(7 .49)
	/. /	(14) (19) (110) (19) (33) 02)	(27 ) ~

Notes:

The standalone financial results of following entity have been consolidated with the financial results of Digicontent Limited (' the Company'), hereinafter referred to as "the Group":

Wholly-owned subsidiary

HT Digital Streams Limited (HTDSL)

• 2 The above un-audited consolidated financial results for the quarter ended June 30, 2021 were reviewed and recommended by the Audit Committee and were approved by the Board of Directors at their respective meetings held on July 30, 2021. The Statutory Auditors of the Company have conducted "Limited Review" of these results in terms of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and have issued an unmodified review opinion.
• 3 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.
• 4 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.
• 5 The un-audited standalone financial results of the Company for the quarter ended June 30, 2021 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 ended June 30, 2021 are as under:

Particulars		Year Ended
	30.06.2021	Three Months Ended 31.03.2021	30.06.2020	31.03.2021
	Un-audited	Audited	Un-audited	Audited
Revenue from Ooerations	16	27	28	109
(Loss) Before Tax	(399)	(468	(423)	(1 634)
(Loss) After Tax	(399)	(468)	(423)	(1,634)
Total Comprehensive (Loss)	(392)	(466)	(424)	(1,606)

• 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 figures of the quarter ended March 31, 2021 are the balancing figures between the audited figures in respect of the full financial year and the published year to date figures upto December 31, 2020, being the end of the third quarter of the financial year, which were subjected to limited review .
• 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 been continuously evaluating the possible effects that may result from the pandemic relating to COVID-19 on the operations and financial results of the Group for the quarter ended June 30, 2021. The Group has considered and taken into account internal and external information and has performed sensitivity analysis based on current estimates in assessing the recoverability of financial and non financial assets. Given the uncertainties associated with nature, condition and duration of COVID-19, the impact assessment on the Group's financial information will be continuously made and provided for as required.
• 10 The ongoing matter regarding whether the Company needed compliance with Non-Banking Finance Company (NBFC) / Systemically Important Core Investment Company (SI-CIC) requirements basis the audited financial statements as at 31 March 2020, is still pending with Reserve Bank of India ('RBI'), to whom the Company has made requisite representations,

The Company is in the process of merging with HT Media Limited, a Non Financial operating company and a fellow subsidiary, along with two fellow subsidiaries; the merger scheme for the same has been approved by the Boards of the respective companies in February 2021 and filed with the Stock exchanges in March 2021 for their approval, which was one of the options suggested by RBI vide letter dated 23 March 2021 to the Company (classifying the Company to be an NBFC).

Further, as per latest audited financial statements as of 31 March 2021 , submitted to RBI on 25 June 2021, the Company neither fulfils the criteria for NBFC nor SI-CIC.

11 A Composite Scheme of Amalgamation u/s 230-232 of the Companies Act, 2013, which provides For merger of Next Mediaworks Limited (NMWL), Digicontent Limited (DCL) and HT Mobile Solutions Limited (HTMSL) with HT Media Limited (HTML) ("Scheme"), has been approved by the Board of Directors of these companies at their respective meetings held on February 11, 2021, which is subject to requisite approval(s). The application under Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been submitted with both, NSE and BSE, and their approval is awaited.

Pending sanction of the Scheme, impact thereof has not been considered in DCL's consolidated results for the quarter ended June 30, 2021.

New Delhi July 30, 2021

For and on behalf of the Board of Directors

Chartered Accountants

Building No. 10. 12th Floor. Tower-C, DLF Cyber City, Phase - II, Gurugram - 122 002. India

Telephone: +91 124 719 1000 Fax· +91 124 235 8613

To Board of Directors of Digicontent Limited

• I . We have reviewed 1hc accompany ing Statement of unaudited standalone financial results of Digicontent Limited ('the Company') for the quarter ended 30 .lune 202 1 ("the Statement'').
• 1. This Statement, which is the responsibility of the Company's management and approved by the Board o f Directors, has been prepared in accordance w ith the recognition and measurement principles laid down in Indian Accounting Standard 34 " /11teri111 Fi11a11cial Reporting'' ("Ind /\S 34"), prescribed under Section 133 of the Companies /\ct, 20 13, and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. Our responsibility is to issue a report on the Statement based on our review.
• 1. We conducted our review of the Statement in accordance w ith the Standard on Review Engagcmc111s (SRE) 211 IO "Review c~f /111eri111 Fi11a11cial /J1for111otio11 !'e1.fom1ed by the !11depe11de11t Auditor of the Entity" issued by the lnstitule of Chartered /\ccountams of India. This standard requires that we plan and perform the reviev; to ob1ain moderate assurance as to whether the Statement is free of material misstatement. A review is limited primarily to inquiries or company personnel and analytical procedures applied to financial data and 1hus provides less assurance than an audit. We have 1101 performed an audit and accordingly. we do 1101 express an audit opinion.
• 1. Anention is drawn to the fact that the figures for the 3 months ended 31 March 202 1 as reported in these financial results are the balancing figures between audited figures in respcc1 of 1hc full previous financial year and the published year to date figures up to 1he third quarter of the previous financial year. The figures up to the end of the third qua11er of previous financial year had only been reviewed and not sub_jectcd to audit.

• Based 0 ¹¹our review conducted as above, nothing has come to our attention that causes us to believe that the accompany ing Statement. prepared in accordance with applicable accounting standards and other recognised accounting practices and policies has not disclosed the information required to be disclosed in ti.:rms of" Regulation 33 of"the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 201 5 including the manner in , hich it is 10 be disclosed. or that it contains nn, materinl 111iss1a1emcn1.

For 13 S Rand Associates Clwrlered Accow11a111s Firm 's Registration No: 128901 W

R.ijcsh Arorn Parmer Membership No: 076124 UDIN: 21076 124/\/\AADCS l54

Place: Gurugram Date: JO .July 202 1

I	12 I	11 I	10 I	1 1 9		8	1 7	1 1	1	1	1 6	1 5	1 4		I 3	I				2	I			I 1	�.No	1 1	1	:' I
	Basic & Diluted (of INR 2/- (Loss) per share each)	balance sheet Other Equity excluding Revaluation Reserves as per the	Paid-up Equity Share Capital (Face value - INR 2/- per share)	Total Comprehensive (Loss) (7+8)	Total Other Comprehensive Income/(Loss) a) Items that will not be reclassified to profit or loss	Other Comprehensive Income (net of tax)	(Loss) after tax ( 5-6)	Total tax expense	b) Deferred tax charge	a) Current tax	Tax Expense	{Loss) before Tax (3+4)	Exceptional Items	3a {Loss) bef amortisation expenses (EBITDA) (3+2b+2c) and exceptional items ore finance costs, tax, depreciation and	{Loss) before exceptional items and tax (1-2)	Total Expenses	d) Other expenses	c) Depreciation and amortisation expense	b) Finance costs	a) Expenses Employee benefits expense	Total Income	b) Other Income	a) Revenue from Operations	Income	Particulars			Statement of Un-audited Standalone Financial Results for the quarter ended June 30, 2021 ■'I Registered Office: Hindustan Times House ,2nd Floor, 18-20, Kasturba Gandhi Marg, New Delhi-110001, India Website:- Un-audited Standalone Financial Results for the quarter ended June 30, 2021 www.digicontent.co.in Tel: +91-11- CIN:-
	(not annualised) (0.69)		1,164	(392)	7 7		(399)	-	-	-		(399)	-	(98)	(399)	442	88	1	300	53	43	27	16		30.06.2021 Un-audited			6656 1234 L74999DL2017PLC322147
	(not annualised) (0.80)		1,164	(466)	2 2		(468)	-	-	-		(468)	-	(171)	(468)	519	128	2	295	94	51	24	27	( Refer note 5)	31.03.2021 Audited	Three Months Ended	(INR	Fax: +91-11-6656 1270 E-mail:-investor@digicontent.co.in
	(not annualised) (0.73)		1,164	(424)	(1) (1)		(423)	-	-	-		(423)	-	{150)	(423)	507	99	3	270	135	84	56	28		30.06.2020 Un-audited		in Lakhs except earnings per share data)
	(2.81)	7,426	1,164	(1,606)	28		(1,634)		-			(1,634)		(511)	(1,634)	1,922	426		1,114	373	288	179	109		31.03.2021 Audited	Year ended

Notes:

• 1 The above un-audited standalone financial results for the quarter ended June 30, 2021 were reviewed and recommended by the Audit Committee and approved by the Board of Directors at their respective meetings held on July 30, 2021. The Statutory Auditors of the Company have conducted "Limited Review" of these results in terms of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and have issued an unmodified review opinion.
• 2 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.
• 3 The Company is engaged in the business of "Entertainment & Digital Innovation Business" and there is no other reportable segments as per Ind AS 108 on Operating Segments.
• 4 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.
• 5 The figures of the quarter ended as on March 31, 2021 are the balancing figures between the audited figures in respect of the full financial year and the published year to date figures upto December 31, 2020, being the end of the third quarter of the previous financial year, which were subjected to limited review.
• 6 Management has been continuously evaluating the possible effects that may result from the pandemic relating to COVID-19 on the operations and financial results of the Company for the quarter ended June 30, 2021.The Company has considered and taken into account internal and external information and has performed sensitivity analysis based on current estimates in assessing the recoverability of financial and non financial assets. Given the uncertainties associated with nature, condition and duration of COVID-19, the impact assessment on the Company's financial information wil l be continuously made and provided for as required.
• 7 The ongoing matter regarding whether the Company needed compliance with Non-Banking Finance Company (NBFC) / Systemically Important Core Investment Company (SI-CIC) requirements basis the audited financial statements as at 31 March 2020, is still pending with Reserve Bank of India ('RBI'), to whom the Company has made requisite representations.

The Company is in the process of merging with HT Media Limited, a Non Financial operating company and a fellow subsidiary, along with two fellow subsidiaries; the merger scheme for the same has been approved by the Boards of the respective companies in February 2021 and filed with the Stock exchanges in March 2021 for their approval, which was one of the options suggested by RBI vide letter dated 23 March 2021 to the Company (classifying the Company to be an NBFC).

Further, as per latest audited financial statements as of 31 March 2021, submitted to RBI on 25 June 2021, the Company neither fulfils the criteria for NBFC nor SI-CIC.

8 A Composite Scheme of Amalgamation u/s 230-232 of the Compan ies Act, 2013, which provides for merger of Next Mediaworks Limited (NMWL), Digicontent Limited (DCL} and HT Mobile Solutions Limited (HTMSL} with HT Media Limited (HTML) ("Scheme"), has been approved by the Board of Directors of these companies at their respective meetings held on February 11, 2021, which is subject to requisite approval(s). The application under Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has been submitted with both, NSE and BSE, and their approval is awaited.

Pending sanction of the Scheme, impact thereof has not been considered in DCL's standalone resu lts for the quarter ended June 30, 2021.

9 Previous period's figures have been re-grouped/ re-classified wherever necessary, to correspond with those of the current period's classification.

e Board of Directors

Priyavrat Bhartia Chairman

~

New Delhi July 30, 2021