NDL Ventures Limited — Interim / Quarterly Report 2021

Jan 28, 2021

January 28, 2021

To BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001. Company Scrip Code: - 500189 To National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla Complex, Bandra (East), Mumbai-400 051. Company Script Code: NXTDIGITAL

SUB: Submission of Un-audited Standalone and Consolidated Financial Results for the quarter and nine months ended December 31, 2020, pursuant to Regulation 33(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Dear Sir/ Madam,

The Board of Directors of the Company at its Meeting held today, approved the Un-audited Standalone and Consolidated Financial Results of the Company for the quarter and nine months ended December 31, 2020.

The meeting commenced at 11.00 a.m. and concluded at 2:15 p.m.

In respect of this, we enclose the following:

• 1. The Un-audited Standalone and Consolidated Financial Results of the Company for the quarter and nine months ended December 31, 2020, as approved by the Board.
• 1. Limited Review Report of Statutory Auditors of the Company M/s. Haribhakti & Co. LLP in respect of the Un-audited Standalone and Consolidated Financial Results for the quarter and nine months ended December 31, 2020.

Request you to kindly take the same on your records.

Thanking You.

Yours Faithfully For NXTDIGITAL LIMITED (Formerly known as Hinduja Ventures Limited)

Amar Chintopanth Whole-Time Director & CFO DIN: 00048789 AMAR CHINTOPANTH Digitally signed by AMAR CHINTOPANTH Date: 2021.01.28 14:27:59 +05'30'

NXTDIGITAL LIMITED (FORMERLY KNOWN AS HINDUJA VENTURES LIMITED) Regd. Office : InCentre, 49/50, MIDC, 12th Road, Andheri (E), Mumbai 400 093 CIN: L51900MH1985PLC036896, Website: www.nxtdigital.co.in, Email ID: investorgrievances@nxtdigital.in

STATEMENT OF STANDALONE AND CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND NINE MONTHS ENDED 31ST DECEMBER, 2020

													(Rs. in Lakh)
					Standalone					Consolidated
			Quarter ended		Nine months ended		Year ended		Quarter ended		Nine months ended		Year ended
		31st December,	30th	31st December,	31st	31st	31st	31st December,	30th	31st December,	31st	31st	31st
S. No.	Particulars
		2020	September,	2019	December,	December,	March,	2020	September,	2019	December,	December,	March,
			2020		2020	2019	2020		2020		2020	2019	2020
		(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Audited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Audited)
1	Income from operations
	(a) Revenue from operations	16,890.14	16,835.41	24,764.27	50,759.13	64,755.50	81,374.01	25,119.49	22,995.73	29,838.38	70,962.43	78,473.71	99,998.35
	(b) Other income	178.89	193.53	1,916.00	520.59	15,366.95	15,589.31	870.59	580.43	1,983.28	2,085.70	15,022.86	16,211.61
	Total Income from operations (net)	17,069.03	17,028.94	26,680.27	51,279.72	80,122.45	96,963.32	25,990.08	23,576.16	31,821.66	73,048.13		93,496.57 1,16,209.96
2	Expenses
	(a) Purchase of network equipment and traded goods	23.10	(110.99)	469.00	147.11	1,043.00	1,515.00	1,394.68	808.68	1,389.87	2,692.39	4,248.97	5,258.11
	(b) Change in inventories of network cable and equipment	28.14	105.89	(72.00)	(16.68)	(115.00)	(367.59)	(8.30)	10.14	260.48	107.56	246.10	(135.52)
	(c) Operational expenses	8,628.98	9,242.78	9,419.00	27,437.08	29,051.00	38,545.91	11,398.47	10,674.73	11,878.20	33,142.85	34,727.56	43,878.39
	(d) Employee benefits expense	1,524.36	1,212.93	1,615.34	4,163.67	4,061.10	5,467.45	2,253.33	1,830.27	2,247.09	6,093.04	5,170.78	7,091.21
	(e) Finance costs	3,223.09	3,444.88	3,129.82	9,951.65	8,703.26	11,549.24	3,568.39	3,751.52	3,198.88	10,935.98	8,721.33	11,979.49
	(f) Depreciation and amortisation expense	4,378.86	4,771.88	4,639.84	13,449.67	14,011.54	18,416.69	5,164.77	5,691.80	4,997.47	15,759.30	14,359.26	19,748.15
	(g) Other expenses	3,276.52	2,968.46	5,669.97	9,323.04	15,634.48	19,551.75	4,704.08	5,082.49	6,240.75	14,558.34	17,457.94	25,943.50
	Total expenses	21,083.05	21,635.83	24,870.97	64,455.54	72,389.38	94,678.45	28,475.42	27,849.63	30,212.74	83,289.46		84,931.94 1,13,763.33
3	Profit / (Loss) before exceptional items and tax (1-2)	(4,014.02)	(4,606.89)	1,809.30	(13,175.82)	7,733.07	2,284.87	(2,485.34)	(4,273.47)	1,608.92	(10,241.33)	8,564.63	2,446.63
4	Exceptional items	-	-	-	-	-	-	-	-	-	-	-	-
5	Profit / (Loss) before tax from continuing operations (3-4)	(4,014.02)	(4,606.89)	1,809.30	(13,175.82)	7,733.07	2,284.87	(2,485.34)	(4,273.47)	1,608.92	(10,241.33)	8,564.63	2,446.63
6	Tax expenses (net) of continuing operations
	(a) Current tax	-	-	-	-	-	-	37.43	(40.26)	13.43	46.75	32.67	190.38
	(b) Deferred tax / (reversal)	(2,000.16)	(4,376.15)	93.17	(6,882.07)	(8,081.87)	(10,421.81)	(2,555.00)	(4,199.01)	(1,767.03)	(7,285.56)	(6,779.41)	(8,711.47)
	Total Tax expenses (net) of continuing operations	(2,000.16)	(4,376.15)	93.17	(6,882.07)	(8,081.87)	(10,421.81)	(2,517.57)	(4,239.27)	(1,753.60)	(7,238.81)	(6,746.74)	(8,521.09)
7	Net Profit / (Loss) after tax from continuing operations (5-6)	(2,013.86)	(230.74)	1,716.13	(6,293.75)	15,814.94	12,706.68	32.23	(34.20)	3,362.52	(3,002.52)	15,311.37	10,967.72
8	Profit / (Loss) before tax from discontinued operations	180.41	45.67	2,262.55	283.94	(9,713.30)	(32,799.06)	180.41	45.67	2,262.55	283.94	(9,713.30)	(32,799.06)
9	Tax Expense (net) of discontinued operations	43.15	6.23	286.25	63.94	(4,412.00)	(8,422.37)	43.15	6.23	286.25	63.94	(4,412.00)	(8,422.37)
	10 Net Profit / (Loss) after tax from discontinued operations (8-9)	137.26	39.44	1,976.30	220.00	(5,301.30)	(24,376.69)	137.26	39.44	1,976.30	220.00	(5,301.30)	(24,376.69)
	11 Net Profit / (Loss) for the period (7+10)	(1,876.60)	(191.30)	3,692.43	(6,073.75)	10,513.64	(11,670.01)	169.49	5.24	5,338.82	(2,782.52)	10,010.07	(13,408.97)
	12 Other comprehensive income
	A. Items that will not be reclassified to profit or loss: (Continuing)
	(a) Net Profit / (Loss) on fair valuation of equity instruments through other	-	-	-	-	-	-	93.72	13.42	-	138.63	-	-
	comprehensive income
	(b) Re-measurement of defined benefit plans	-	-	(1.38)	-	(18.99)	(122.14)	-	(8.08)	(1.85)	(8.08)	(19.48)	(152.52)
	(c) Tax impact on above	-	-	-	-	-	(0.72)	-	-	32.25		-	(0.72)
	Total of items that will not be reclassified to profit or loss:	-	-	(1.38)	-	(18.99)	(122.86)	93.72	5.34	30.40	130.55	(19.48)	(153.24)
	(Continuing)
	B. Items that will not be reclassified to profit or loss: (Discontinuing)
	(a) Net Profit / (Loss) on fair valuation of equity instruments through other	30.41	5.86	1,948.48	48.02	(22.88)	(3,743.46)	30.41	5.86	1,948.48	48.02	(5,624.28)	(3,791.85)
	(b) Net Profit / (Loss) on sale of equity instruments through other	-	-	150.11	-	(5,562.52)	(24,477.97)	-	-	150.11		38.88	(24,477.97)
	comprehensive income
	(c) Tax impact on above	(36.03)	94.94	-	58.91	126.58	3,802.86	(36.03)	94.94		58.91	193.98	3,769.86
	Total of items that will not be reclassified to profit or loss:	(5.62)	100.80	2,098.59	106.93	(5,458.82)	(24,418.57)	(5.62)	100.80	2,098.59	106.93		(5,391.42) (24,499.96)
	(Discontinuing)
	C. Items that will be reclassified to profit or loss (continuing):
	(a) Effective portion of gain / (loss) on hedging instrument in cash flow hedges	9.55	114.59	102.48	11.21	436.10	508.00	9.55	114.59	102.49	11.21	436.10	508.64
	(b) Tax impact on above	21.95	(19.13)	-	2.82	-	-	21.95	(19.13)	-	2.82	-	-
	Total items that will be reclassified to profit or loss (continuing)	31.50	95.46	102.48	14.03	436.10	508.00	31.50	95.46	102.49	14.03	436.10	508.64
	Total other comprehensive income / (loss)	25.88	196.26	2,199.69	120.96	(5,041.72)	(24,033.43)	119.60	201.60	2,231.48	251.51	(4,974.80)	(24,144.56)
	13 Total comprehensive income / (loss) (11+12)	(1,850.72)	4.96	5,892.12	(5,952.79)	5,471.92	(35,703.44)	289.09	206.84	7,570.30	(2,531.01)	5,035.27	(37,553.53)

	14 Net Profit / (Loss) attributable to: - Owners - Non-controlling interests	(1,876.60) -	(191.30) -	3,692.43 -	(6,073.75) -	10,513.64 -	(11,670.01) -	(534.17) 703.66	(1,150.48) 1,155.72	5,434.88 (96.06)	(3,977.98) 1,195.46	5,239.87 4,770.20	(16,284.82) 2,875.85
	15 Other comprehensive income / (loss) attributable to: - Owners - Non-controlling interests	25.88 -	196.26 -	2,199.69 -	120.96 -	(5,041.72) -	(24,033.43) -	98.56 21.04	177.69 23.91	2,209.79 21.69	222.20 29.31	(5,077.07) 102.27	(24,097.37) (47.19)
	16 Total comprehensive income / (loss) attributable to: - Owners - Non-controlling interests	(1,850.72) -	4.96 -	5,892.12 -	(5,952.79) -	5,471.92	(35,703.44) -	(435.61) 724.70	(972.79) 1,179.63	7,644.67 (74.37)	(3,755.78) 1,224.77	162.79 4,872.48	(40,382.19) 2,828.66
	17 Paid-up equity share capital (face value Rs. 10/-) 18 Earnings per share (not annualised) (face value of Rs. 10/- per equity share)	2,405.12	2,405.12	2,055.55	2,405.12	2,055.55	2,055.55	2,405.12	2,405.12	2,055.55	2,405.12	2,055.55	2,055.55
a.	For continuing operation: Basic (in Rs.)	(8.37)	(0.96)	8.35	(26.17)	76.94	61.82	0.13	(0.14)	16.36	(12.48)	74.49	53.36
b.	Diluted (in Rs.) For discontinued operation:	(8.37)	(0.96)	7.14	(26.17)	65.76	52.83	0.13	(0.14)	13.98	(12.48)	65.76	45.60
c.	Basic (in Rs.) Diluted (in Rs.) For continuing and discontinued operations:	0.57 0.57	0.16 0.16	9.61 8.22	0.91 0.91	(25.79) (25.79)	(118.59) (118.59)	0.57 0.57	0.16 0.16	9.61 8.22	0.91 0.91	(25.79) (25.79)	(118.59) (118.59)
	Basic (in Rs.) Diluted (in Rs.)	(7.80) (7.80)	(0.80) (0.80)	17.96 15.36	(25.26) (25.26)	51.15 39.97	(56.77) (65.76)	0.70 0.70	0.02 0.02	25.97 22.20	(11.57) (11.57)	48.70 39.97	(65.23) (72.99)

Notes :

• 1. The above standalone and consolidated unaudited financial results for the quarter and nine months ended 31st December, 2020, were subject to limited review by the statutory auditors, have been reviewed by the Audit Committee and then approved by the Board of Directors of the Company at their respective meetings held on 28th January, 2021.
• 1. The Board of Directors of Hinduja Ventures Limited ("HVL") (now known as NXTDIGITAL LIMITED) in terms of a resolution passed at their meeting held on 27th August, 2019, approved the Scheme of Arrangement between IndusInd Media and Communications Limited ("Demerged Company") and Hinduja Ventures Limited ("Resulting Company") (now known as NXTDIGITAL LIMITED) and their respective shareholders for the demerger of the Media and Communication undertaking of the demerged Company and vesting of the same into the resulting Company pursuant to the provisions of sections 230 to 232 read with sections 52 and 66 of the Companies Act, 2013 ("the Act"). The said scheme having the appointed date of 1st October, 2019, was approved by the Hon'ble National Company Law Tribunal (NCLT) Mumbai Bench vide its Order dated 21st August, 2020 and was filed by the Company with ROC on the same date. The Company has given effect to the above scheme by restating the financial statements of the previous year(s). Pursuant to the scheme the Company has allotted the 3,495,655 shares to erstwhile shareholders of IndusInd Media and Communications Limited.

The figures for the quarter and nine months ended 31st December, 2019 for standalone and consolidated financial results (as restated) have been prepared by the management and was not subject to limited review by the statutory auditors.

• 1. Towards the end of the last quarter of the previous financial year, COVID-19 was declared a global pandemic and the Government of India announced a country wide lockdown which still continues across large swathes of the country with some variations. In this nation-wide lock-down, the Company/Group has continued to operate and provide its services to its customers, which has been declared as an essential service, without much disruption. The Company/Group has evaluated the carrying value of the assets, recoverability of trade receivable and liquidity position and have concluded that no material adjustments required at this stage in the financial result.
• 4 The Company has sold its entire stake of 8,078,155 equity shares in Hinduja Leyland Financial Limited, which was hitherto classified as assets held for sale, at the rate of Rs 119 per share during the current quarter.
• 1. Based on empirical data available and on the basis of valuation report from an independent valuer the Group has reassessed and arrived at the economic useful life of a Intangible Asset viz., Movie Rights to be 50 years from the beginning of the financial year. This change in estimate has resulted in lower depreciation charge by Rs. Rs. 496.61 lakhs on the unaudited consolidated financial results for the quarter and nine months ended December 31, 2020
• 6 The Company recognizes the Set-Top-Box installation revenues over the period in which the economic benefits from such installation accrues to the Company. During the period, the Company revised its estimated economic benefits period from 3 years to 2 years, with effect from 1st April 2020, based on the emerging customer churn period pattern since the implementation of New Tariff Order (NTO). The revision has resulted in higher revenue recognition of Rs. 1478.30 lakhs for the nine month period ended 31st Dec 2020, out of which Rs. 915.44 lakhs is attributable to the period upto 30th Sep 2020.
• 7 Previous period items are regrouped or reclassified in line with the current presentation, if any.

6 Segment Results

The Company's operating segments are established on the basis of those components of the Company that are evaluated regularly by the Board of Directors (the 'Chief Operating Decision Maker as defined in Ind AS 108 - 'Operating Segments'), in deciding how to allocate resources and in assessing performance. These have been identified taking into account nature of services, the differing risks and returns and the Internal business reporting systems.

													(Rs. in Lakh)
					Standalone					Consolidated
			Quarter ended		Nine months ended		Year ended		Quarter ended		Nine months ended		Year ended
		31st December,	30th	31st December,	31st	31st	31st	31st December,	30th	31st December,	31st	31st	31st
S. No.	Particulars	2020	September,	2019	December,	December,	March,	2020	September,	2019	December,	December,	March,
			2020		2020	2019	2020		2020		2020	2019	2020
		(A)	(B)	(C)	(D)	(E)	(F)	(G)	(H)	(I)	(J)	(K)	(L)
		(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Audited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)	(Audited)
1	Segment Revenue
	(a) Media and Communication	17,022.76	17,028.94	26,679.77	51,233.45	80,120.33	96,961.17	25,884.82	23,576.16	31,821.16	72,942.87	93,494.45	1,16,207.81
	(b) Others	-	-	-	-	-	-	-	-	-		-	-
	(d) Unallocated	46.27	-	0.50	46.27	2.12	2.15	105.26	-	0.50	105.26	2.12	2.15
	Income from Continuing operations	17,069.03	17,028.94	26,680.27	51,279.72	80,122.45	96,963.32	25,990.08	23,576.16	31,821.66	73,048.13		93,496.57 1,16,209.96
	(c) Investments and Treasury (Discontinued)	-	-	477.65	-	508.52	373.91		-	1.44	-	930.20	373.91
	Income from operations	17,069.03	17,028.94	27,157.92	51,279.72	80,630.97	97,337.23	25,990.08	23,576.16	31,823.10	73,048.13		94,426.77 1,16,583.87
2	Segment Results
	(a) Media and Communication	(831.60)	(1,139.83)	5,427.46	(3,230.84)	17,120.03	15,514.59	995.20	(511.61)	5,296.14	628.99	17,586.15	16,106.60
	(b) Others	(5.60)	(22.18)	(29.65)	(39.60)	(108.51)	(136.69)	(17.43)	(10.34)	(29.65)	(39.60)	(108.51)	(136.69)
	(d) Unallocated	46.27	-	(458.69)	46.27	(575.19)	(1,543.79)	105.26	-	(458.69)	105.26	(191.68)	(1,543.79)
	Total	(790.93)	(1,162.01)	4,939.12	(3,224.17)	16,436.33	13,834.11	1,083.03	(521.95)	4,807.80	694.65	17,285.96	14,426.12
	(i) Less: Interest Expense	3,223.09	3,444.88	3,129.82	9,951.65	8,703.26	11,549.24	3,568.39	3,751.52	3,198.88	10,935.98	8,721.33	11,979.49
	Profit / (Loss) before exceptional items and tax (Continuing)	(4,014.02)	(4,606.89)	1,809.30	(13,175.82)	7,733.07	2,284.87	(2,485.34)	(4,273.47)	1,608.92	(10,241.33)	8,564.63	2,446.63
	(c) Investments and Treasury (Discontinued)	180.41	45.67	2,262.55	283.94	(9,713.30)	(32,799.06)	180.41	45.67	2,262.55	283.94	(9,713.30)	(32,799.06)
	Total	(3,833.61)	(4,561.22)	4,071.85	(12,891.88)	(1,980.23)	(30,514.19)	(2,304.93)	(4,227.80)	3,871.47	(9,957.39)	(1,148.67)	(30,352.43)
3	Segment Assets
	(a) Media and Communication	1,48,765.42	1,67,634.90	1,69,577.15	1,48,765.42	1,69,577.15	1,74,299.82	1,63,122.66	1,83,010.69	1,79,162.65	1,63,122.66	1,79,162.65	1,80,548.40
	(b) Others	3,719.32	3,719.32	3,719.50	3,719.32	3,719.50	3,719.50	3,719.32	3,719.32	3,719.50	3,719.32	3,719.50	3,719.50
	(c) Investments and Treasury (Discontinued)	611.18	10,013.37	83,426.96	611.18	83,426.96	9,819.27	649.49	10,013.37	83,417.60	649.49	83,417.60	9,819.27
	(d) Unallocated	18,216.24	1,110.41	1,525.78	18,216.24	1,525.78	1,633.88	25,219.67	1,110.41	1,525.78	25,219.67	1,525.78	1,633.88
	Total			1,71,312.16 1,82,478.00 2,58,249.39 1,71,312.16 2,58,249.39				1,89,472.47 1,92,711.14 1,97,853.79 2,67,825.53 1,92,711.14 2,67,825.53 1,95,721.05
4	Segment Liabilities
	(a) Media and Communication	1,48,808.94	1,57,036.12	1,35,170.61	1,48,808.94	1,35,170.61	1,30,737.70	1,71,439.93	1,75,978.14	1,50,364.03	1,71,439.93	1,50,364.03	1,41,834.50
	(b) Others	-	-	10.49	-	10.49	9.56	-	-	10.49	-	10.49	9.56
	(c) Investments and Treasury (Discontinued)	-	-	42,174.65	-	42,174.65	-	-	-	40,544.65	-	40,544.65	-
	(d) Unallocated	30.04	32.81	10,099.31	30.04	10,099.31	29,099.08	228.81	32.81	10,099.31	228.81	10,099.31	29,099.08
	Total			1,48,838.98 1,57,068.93 1,87,455.06 1,48,838.98 1,87,455.06				1,59,846.34 1,71,668.74 1,76,010.95 2,01,018.48 1,71,668.74 2,01,018.48 1,70,943.14
5	Capital Employed
	(Segment Assets - Segment Liabilities)
	(a) Media and Communication	(43.52)	10,598.78	34,406.54	(43.52)	34,406.54	43,562.12	(8,317.27)	7,032.55	28,798.62	(8,317.27)	28,798.62	38,713.90
	(b) Others	3,719.32	3,719.32	3,709.01	3,719.32	3,709.01	3,709.94	3,719.32	3,719.32	3,709.01	3,719.32	3,709.01	3,709.94
	(c) Investments and Treasury (Discontinued)	611.18	10,013.37	41,252.31	611.18	41,252.31	9,819.27	649.49	10,013.37	42,872.95	649.49	42,872.95	9,819.27
	(d) Unallocated	18,186.20	1,077.60	(8,573.53)	18,186.20	(8,573.53)	(27,465.20)	24,990.86	1,077.60	(8,573.53)	24,990.86	(8,573.53)	(27,465.20)
	Total	22,473.18	25,409.07	70,794.33	22,473.18	70,794.33	29,626.13	21,042.40	21,842.84	66,807.05	21,042.40	66,807.05	24,777.91

For NXTDIGITAL LIMITED (Formerly known as Hinduja Ventures Limited)

Chartered Accountants

Independent Auditor's Review Report on quarterly and year to date Unaudited Standalone Financial Results of NxtDigital Limited (Formerly known as Hinduja Ventures Limited) pursuant to the Regulation 33 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015

To the Board of Directors

NxtDigital Limited (Formerly known as Hinduja Ventures Limited)

• 1. We have reviewed the accompanying Statement of Unaudited Standalone Financial Results of NxtDigital Limited (Formerly known as Hinduja Ventures Limited) ("the Company") for the quarter ended December 31, 2020 and for the period from April 01, 2020 to December 31, 2020 ("the Statement"), being submitted by the Company pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
• 1. This Statement, which is the responsibility of the Company's Management and approved by the Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to issue a report 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 Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review is limited primarily to inquiries of the Company personnel and analytical procedures applied to financial data and thus provide less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.
• 1. Based on our review conducted as stated in paragraph 3 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.

Registered offices: 705, Leela Business Park, Andheri-Kurla Road, Andheri (E), Mumbai - 400 059, India. Tel:+91 22 6672 9999 Fax:+91 22 6672 9777 Other offices: Ahmedabad, Bengaluru, Chennai, Colmbatore, Hyderabad, Kolkata, New Delhi, Pune.

Chartered Accountants

1. We draw attention to Note 3 to the Statement which explains the uncertainties and the Management's evaluation of the financial impact on Company due to lockdown and other restrictions on account of COVID-19 pandemic situation, for which a definitive assessment of the impact is highly dependent upon circumstances as they evolve in the subsequent period.

Our report is not modified in respect of this matter.

1. The Ind AS Financial Statements of the Company for the year ended March 31, 2020 were audited by the predecessor auditor, who expressed an unmodified opinion on this financial statements vide their audit report dated September 06, 2020.

Our report is not modified in respect of this matter.

1. We draw attention to Note 2 to the Statement regarding figures for the corresponding quarter and year to date period ended December 31, 2019, as reviewed by the predecessor auditor, who expressed an unmodified review conclusion vide report dated February 03, 2020. These figures have been restated by the Management to give effect of transfer of Media and Communication undertaking of Indusind Media and Communications Limited (Subsidiary Company) to the Company pursuant to the approval of the Honourable National Company Law Tribunal, Mumbai Bench ('NCLT'), as per order passed on August 21, 2020, in accordance with the accounting treatment prescribed in Appendix C to Ind AS 103, with effect from April 1, 2018. The restated figures for the aforesaid period/ quarter has not been subject to limited review/audit.

Our report is not modified in respect of this matter

For Haribhakti & Co. LLP Chartered Accountants ICAI Firm Registration No.103523W/W100048

Snehal Shah Partner Membership No.: 048539 UDIN: 21048539AAAAD2829 Place: Mumbai Date: January 28, 2021

Haribhakti & Co. LLP, Chartered Accountants Regn. No. AAC- 3768, a timited liability partnership registered in India (converted on 17th June, 2014 from a firm Haribhakti & Co., FRN: 103523W)

Registered offices: 705, Leela Business Park, Andheri-Kurla Road, Andheri (E), Mumbai - 400 059, India. Tel:+91 22 6672 9999 Fax:+91 22 6672 9777 Other offices: Ahmedabad, Bengaluru, Chennai, Colmbatore, Hyderabad, Kolkata, New Delhi, Pune.

Chartered Accountants

Independent Auditor's Review Report on quarterly and year to date Unaudited Consolidated Financial Results of NxtDIGITAL LIMITED (Formerly known as Hinduja Ventures Limited) pursuant to the Regulation 33 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015

To The Board of Directors

NxtDigital Limited (Formerly known as Hinduja Ventures Limited)

• 1. We have reviewed the accompanying Statement of Unaudited Consolidated Financial Results of NxtDigital Limited (Formerly known as Hinduja Ventures Limited) ("the Parent") and its subsidiaries (the Parent and its subsidiaries together referred to as "the Group") for the quarter ended December 31, 2020 and for the period from April 01, 2020 to December 31, 2020 ("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.
• 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 "Interim Financial Reporting" prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to issue a report 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 Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Institute of Chartered Accountants of India. This standard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review is limited primarily to inquiries of the Parent personnel and analytical procedures applied to financial data and thus provide less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, to the extent applicable.

Haribhakti & Co. LLP, Chartered Accountants Regn. No. AAC- 3768, a limited liability partnership registered in India (converted on 17th June, 2014 from a firm Haribhakti & Co., FRN: 103523W)

Registered offices: 705, Leela Business Park, Andheri-Kurla Road, Andheri (E), Mumbai - 400 059, India. Tel:+91 22 6672 9999 Fax:+91 22 6672 9777 Other offices: Ahmedabad, Bengaluru, Chennai, Colmbatore, Hyderabad, Kolkata, New Delhi, Pune.

Chartered Accountants

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

Sr. No.	Name of the Entity	Relationship
1.	NxtDigital Limited	Parent
$\overline{2}$ .	IndusInd Media Communications Limited	Subsidiary Company
3.	OneOTT Intertainment Limited	Subsidiary Company
4.	Sangli Media Services Private Limited	Step down Subsidiary
5.	Bhima Riddhi Infotainment Private Limited	Step down Subsidiary
6.	Darpita Trading Company Private Limited	Step down Subsidiary
7.	Vinsat Digital Private Limited	Step down Subsidiary
8.	Sainath In Entertainment Private Limited	Step down Subsidiary
9,	IN Entertainment (India) Limited	Step down Subsidiary
10.	OneMahaNet Intertainment Private Limited	Step down Subsidiary
11.	USN Networks Private Limited	Step down Subsidiary
12.	Gold Star Noida Network Private Limited	Step down Subsidiary
13.	United Mysore Network Private Limited	Step down Subsidiary
14.	Apna Incable Broadband Services Private Limited	Step down Subsidiary
15.	Goldstar Infotainment Private Limited	Step down Subsidiary
16.	Ajanta Sky Darshan Private Limited	Step down Subsidiary
17.	Sunny Infotainment Private Limited	Step down Subsidiary
18.	RBL Digital Cable Network Private Limited	Step down Subsidiary
19.	Vistaar Telecommunication and Infrastructure Private Limited	Step down Subsidiary

Haribhakti & Co. LLP, Chartered Accountants Regn. No. AAC- 3768, a timited liability partnership registered in India (converted on 17th June, 3014 from
a firm Haribhakti & Co. FRN: 103523W)
Registered offices: 705, Leela B

Other offices: Ahmedabad, Bengaluru, Chennai, Coimbatore, Hyderabad, Kolkata, New Delhi, Pune.

Chartered Accountants

• 1. Based on our review conducted and procedures performed as stated in paragraph 3 above, and based on the consideration of the review reports of the other auditors referred to in paragraph 7 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.
• 1. We draw attention to Note 3 to the Statement which explains the uncertainties and the Management's evaluation of the financial impact on the Group due to lockdown and other restrictions on account of COVID-19 pandemic situation, for which a definitive assessment of the impact is highly dependent upon the circumstances as they evolve in the subsequent period. Our report is not modified in respect of this matter.
• 1. We did not review the interim financial results of eight subsidiaries (including six step down subsidiaries) included in the unaudited consolidated financial results, whose interim financial results reflect total revenues of Rs. 6,370 lakhs and Rs. 19,160 lakhs, total net profit after tax of Rs. 2,264 lakhs and Rs. 4,070 lakhs and total comprehensive income of Rs. 2,358 lakhs and Rs. 4,201 lakhs, for the quarter ended December 31, 2020 and for the period from April 01, 2020 to December 31, 2020, respectively, as considered in the unaudited consolidated financial results. These interim financial results have been reviewed by other auditors whose reports have been furnished to us by the Management and our report on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is based solely on the reports of the other auditors and the procedures performed by us as stated in paragraph 3 above.

Our report on the Statement is not modified in respect of the above matter.

1. The unaudited consolidated financial results includes the interim financial results of ten subsidiaries which have not been reviewed by their auditors, whose interim financial results reflect total revenue of Rs. 2,029 lakhs and Rs. 5,524 lakhs, total net profit after tax of Rs. 513 lakhs and Rs. 805 lakhs and total comprehensive income of Rs. 513 lakhs and Rs. 805 lakhs for the quarter ended December 31, 2020 and for the period from April 01, 2020 to December 31, 2020, respectively, as considered in the unaudited consolidated financial results. According to the information and explanations given to us by the Management, these interim financial results are not material to the Group.

Our report on the Statement is not modified in respect of the above matter.

Haribhakti & Co. LLP, Chartered Accountants Regn. No. AAC- 3768, a limited liability partnership registered in India (converted on 17th June, 2014 from a firm Haribhakti & Co., FRN: 103523W)

Registered offices: 705, Leela Business Park, Andheri-Kurla Road, Andheri (E), Mumbai - 400 059, India. Tel: -91 22 6672 9999 Fax: -91 22 6672 9777 Other offices: Ahmedabad, Bengaluru, Chennai, Colmbatore, Hyderabad, Kolkata, New Delhi, Pune.

Chartered Accountants

1. The Ind AS financial statements of the Group for the year ended March 31, 2020 were audited, by the predecessor auditor, who expressed an unmodified opinion on this financial statements vide their audit report dated September 06, 2020.

Our report is not modified in respect of this matter.

1. We draw attention to Note 2 to the Statement regarding figures for the corresponding quarter and nine months ended December 31, 2019, as reviewed by the predecessor auditor, who expressed an unmodified review conclusion vide report dated February 03, 2020. These figures have been restated by the Management to give effect of transfer of Media and Communication undertaking of Indusind Media and Communications Limited (Subsidiary Company) to the Parent Company pursuant to the approval of the Honourable National Company Law Tribunal, Mumbai Bench ('NCLT'), as per order passed on August 21, 2020, in accordance with the accounting treatment prescribed in Appendix C to Ind AS 103, with effect from April 1, 2018. The restated figures for the aforesaid period has not been subject to limited review/audit.

Our report is not modified in respect of this matter.

For Haribhakti & Co. LLP Chartered Accountants ICAI Firm Registration No.103523W/W100048

Snehal Shah Partner Membership No.: 48539 UDIN: 21048539AAAAAE3497

Place: Mumbai Date: January 28, 2021

Registered offices: 705, Leela Business Park, Andheri-Kurla Road, Andheri (E), Mumbai - 400 059, India. Tel:+91 22 6672 9999 Fax:+91 22 6672 9777 Other offices: Ahmedabad, Bengaluru, Chennai, Colmbatore, Hyderabad, Kolkata, New Delhi, Pune.

Haribhakti & Co. LLP, Chartered Accountants Regn. No. AAC- 3768, a limited liability partnership registered in India (converted on 17th June, 2014 from a firm Haribhakti & Co., FRN: 103523W)