Pritish Nandy Communications Ltd — Annual Report 2021

Jun 30, 2021

The General Manager

Department of Corporate Services Bombay Stock Exchange Limited Phiroze Jcejeebhoy Towers Dalal Street Mumbai 400 00 I Scrip Code - 532387

T he Manager

Listing Department Na tional Stock Exchange Limited Exchange Plaza, C· ], Block G Bandra Kurla Complex Sandra (East) Mumbai 400 051 Scrip Code - PNC

June 30. 2021

Dear Sir.

Sub: Outcome of Board Meeting held o n June 30, 2021

Ref: Annual audited Financial Results (Standalone a nd Consolidated) with a uditors' report- Regulation 30 and 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pu rsuant to Regu lation 33 read with Regulation 30 of the SEBI (Listing Obligations and Disclosure Req uirements) Regulations, 2015 the following documents were adopted:

Annual audited financial results - Standalone and Consolidated, prepared in accordance with Regulation 33 of SEBI (LODR) Regulatio ns, 2015 for the last quaner and year ended March 31 , 202 1, which have been approved and adopted by the Board of Directors at the meeting held on June 30, 2021 (Attached).

Further, the following document are taken on record:

• I. Auditors' repon (Standalone and Consolidated) on the annual audited financial results for the last quaner and year ended March 31 , 2021 in the fomlat presc ri bed under the SEBI (LODR) Regu lations, 2015 (Attached).
• 1. The Directors' report along with a ll an nexures for the year ended March 31 , 2021.
• 1. Annual Audited Fi nancial Statements (Standa lone and Consolidated) for the year ended March 31 , 2021.
• 1. Accepted the resignation of Ms Hema Malini from the Board of the Company

Company Secretary & Camp lance Officer End: As above

NANDY COMMUNFCA nONS LTD CIN L22120MH1993PlC01421. MUMBAI4ooo21 INDIA CAll 91 22 42130000 VISIT WWW.PRFTISHNANOYCOM.COM

PRITISH NANDY
COMMUNICATIONS

Pritish Nandy Communications Ltd CIN L22120MH1993PLCO74214 Regd Office: 87/88 Mittal Chambers Nariman Point Mumbai 400 021

	STATEMENT OF STANDALONE AUDITED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2021					In 7 Likh
		QUARTER ENDED			YEAR ENDED
	PARTICULARS	March 31, 2021(Audited)	December 31, 2020(Unaudited)	March 31, 2020(Audited)	March 31, 2021(Audited)	March 31, 2020(Audited)
	Revenue from operations	437.15	224.50	732.89	774.96	2.728.27
$\mathbb I$	Other income	18.99	23.43	10.78	84.28	69.39
m	Total Incoms (I+II)	458.14	247,93	743.67	B59.24	2,797.68
IV.	Expensesa) Cost of content	366.12	192.71	273.33	607.01	2,131.18
	b) Changes in unamortised/ unexploited/ unfinished content	21.75	4.38		76.39
	c) Employee benefits expense	54.73	33.19	48.30	135.22	194.63
	d) Finance cost	5.82	6.75	12.34	34.09	53.65
	e) Depreciation and amortisation expense	6.53	6.93	6.90	27.24	27.28
	f) Advances written off		339.26		339.26
	g) Other expense	58.84	61.06	90.07	210.17	324.88
$\mathbf{v}$	Total expenses (IV)Profit/ (losa) before tax (III-IV)	513.79	644.28(398.35)	430.94	1,429.38	2,731.62
Vī	Tax expense	(57.65)		312.73	(570.14)	66,04
	Current tax			14.50		14.50
	Deferred tax	(13.32)	(7.64)	(3.48)	(34.62)	(12.68)
	(Excess)/ short provision for tax relating to earlier year	(0.96)			(0.96)	(23.87)
	Total tax expense (VI)	(14.28)	(7.64)	11.02	(35.58)	(22.05)
	VII Net profit/ (loss) for the period (V-VI)	(43.37)	(388.71)	301.75	(534.56)	88.09
	Other comprehensive incomei) Items that will not be reclassified to profit or loss	7.60	(1.50)	(3.36)	3.10	(5.79)
	ii) Income tax relating to items that will not be reclassified to
	profit or loss
	VIII Total other comprehensive income (VIII)	7.60	(1.50)	(3.36)	3.10	(5.79)
	Total comprehensive income for the period (VII-VIII)	(35, 77)	(390.21)		TASHALL	B2,30
	Paid-up equity share capital (Face Value of ₹ 10 per share)	1,446.70	1,446.70	1,446.70	1,446.70	1,446.70
	Reserves excluding revaluation reserves				6,302.61	6,834.07
	Earning per share (EPS) (Face Value of ₹ 10 per share)Basic and diluted EPS	$(0.30)$ *	$(2.69)$ *	2.09''	(3.70)	0.61
	*Not annualised
	STATEMENT OF CONSOLIDATED AUDITED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2021					In # lakh
			QUARTER ENDED		YEAR ENDED
	PARTICULARS	March 31, 2021	December 31, 2020	March 31, 2020	March 31, 2021	March 31, 2020
		(Audited)	(Unaudited)	(Aaudited)	(Audited)	(Audited)
	Revenue from operations	437.15	224.50	732.89	774.96	2,728.27
$\mathbf{1}$	Other income	26.56	23.43	10.78	91.85	69.39
冊	Total income (HII)	463.71	247,93	743.67	B66.81	2,797.66
IV	Expenses
	a) Cost of content	366.1221.75	192.714.38	273.32	607.0176.39	2,131.17
	b) Changes in unamortised/ unexploited/ unfinished contentc) Employee benefits expense	54.73	33.19	48.30	135.22	194.63
	d) Finance cost	5.82	6.75	12.34	34.09	53.65
	e) Depreciation and amortisation expense	6.53	6.93	6.90	27.24	27.28
	f) Advances written off		339.26		339.26
	g) Other expense	44.48	46.58	75.54	152.52	267.46
	Total expenses (IV)	499.43	629.80	416.40	1,371.73	2,674.19
$\mathbf{V}$VI	Profit/ (loss) before tax (III-IV)	[35/72]	(381.87)	327.27	(804.92)	123.47
	Tax expenseCurrent tax			14.50		14.50
	Deferred tax	(10.15)	(4.46)	0.22	(19.49)	2.45
	(Excess)/ short provision for tax relating to earlier year	(0.96)			(0.96)	(23.87)
	Total tax expense (VI)	(11.11)	(4.46)	14.72	(20.45)	(6.92)
	VII Net profit/ (loss) for the period (V-VI)	(24.61)	(UT/41)	312.55	(484.47)	130.39
	Attributable to
	Equity holders of the parent companyNon controlling interests	(24.61)	(377.41)	312.55	(484.49)0.02	130.39
	VIII Other comprehensive income
	i) Items that will not be reclassified to profit or loss	7.60	(1.50)	(3.36)	3.10	(5.79)
	ii) Income tax relating to items that will not be reclassified to
	profit or loss
IX	Total other comprehensive income (VIII)	7.60	(1.50)	(3.36)	3.10	(5.79)
$\boldsymbol{\mathsf{x}}$	Total comprehensive income for the period (VII-VIII)Attributable to	(17.01)	(378.91)	309.19	(481.37)	124.60
	Equity holders of the parent company	(17.01)	(378.91)	309.19	481.37	124.60
	Non controlling interests
XI	Paid-up equity share capital (Face Value of ₹ 10 per share)	1,446.70	1,446.70	1,446.70	1,446.70	1,446.70
XII	Reserves excluding revaluation reserves				6,179.79	6,661.20
XIII	Earning per share (EPS) (Face Value of ₹ 10 per share)
	Basic and diluted EPS*Not annualised	$(0.17)$ *	$(2.61)$ *	2.16''	(3.35)	0.90

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MUMBAT

HAP

nications Ltd CIN L2212OMH1993PLCO74214 Regd Office: 87/88 Mittal Chambers Nariman Point Mumbai 400 021 Pritish Nandy Cor

			STANDALONE		CONSOLIDATED
	PARTICULARS	As atMarch 31, 2021(Audited)	As atMarch 31, 2020(Audited)	As atMarch 31, 2021(Audited)	As atMarch 31, 2020(Audited)
ASSETS
	Non current assets	146.24	173.28	146.24	173.28
	a) Property, plant and equipmentsb) Financial assets
	i.Investments	70.20	128.40
	ii.Other financial assetsc) Non current tax assets (net)	881.8273.44	1.143.94151.53	881.8273.44	1.143.94151.53
	d) Deferred tax assets			18.93	18.93
	e) Other non current assetsCurrent assets	1,962.04	1,900.27	1,962.04	1,900.27
	a) Cinematic and television content	5,622.01	5,698.40	5,596.50	5.672.89
	b) Financial assets
	I. Trade receivableII.Cash and cash equivalents	216.52181.68	24.49828.88	216.52184.29	24.49831.56
	ill.Bank balance other than (ii) above	10.49	470.70	10.49	470.70
	iv.Other financial assetsc) Current tax assets (net)	136.5755.50	37.01	146.6155.50	47.47
	d) Other current assets	111.85	17.04	117.71	22.86
	Total nametsEQUITY AND LIABILITIES	9,468.38	10.571.94	9,410.09	10,457.92
EQUITY
	Shareholders fund
	a) Share capitalb) Other equity	1,446.706,302.61	1,446.706,834.07	1,446.706,179.79	1,446.706,661.20
	Equity attributable to owners (a+b)	7,749.31	8,280.77	7,626.49	8,107.90
	Non controlling interestTotal equity	7,749.31	8,280.77	0.107,626.59	0.088,107.98
Liabilities
	Non current liabilties
	a) Financial liabilitiesI.Borrowings	0.17	98.01	0.17	98.01
	il.Trade payables
	Total outstanding dues of micro enterprises and small enterprises
	Total outstanding dues other than micro enterprises and small enterprisesiii.Other financial liabilities		150.9431.62		150.9431.62
	b) Deferred tax liabilities (net)	1,043.33	1,077.95	1,117.56	1,137.05
	Current liabilitiesa) Financial liabilities
	I.Borrowings	104.99	137.60	104.99	137.60
	II. Trade payables
	Total outstanding dues of micro enterprises and small enterprisesTotal outstanding dues other than micro enterprises and small enterprises	3.95116.81	45.72	3.95117.11	46.08
	iii.Other financial liabilities	111.41	26.94	101.34	24.25
	b) Other current liabilities	338.39	724.39	338.38	724.39
	Total equity and list		10,573.94	9,410.09	10,457.92
	STANDALONE AND CONSOLIDATED STATEMENT OF CASH FLOWS AS ON MARCH 31, 2021				In Claich
	PARTICULARS	As atMarch 31, 2021	STANDALONEAs atMarch 31, 2020	As at	CONSOLIDATEDAs at
		(Audited)	(Audited)	March 31, 2021(Audited)	March 31, 2020(Audited)
	Cash generated from operations
	Profit/ (loss) before taxAdjustment for:	(570.14)	66.04	(504.92)	123.47
	Advances written off	339.26		339.26
	Bad debts written off	0.23	49.00	0.23	49.00
	Depreciation and amortisationFinance costs	27.2434.09	27.2853.65	27.2434.09	27.2853.65
	Diminution in value of investments	58.20	58.20
	Loss on sale of assets	0.33	0.36	0.33	0.360.26
	Property, plant and equipment written offExpected credit loss	5.25	0.262.72	5.25	2.72
	Trade payable balances written back	(1.29)	(0.71)	(1.29)	(0.71)
	Interest on fixed deposit	(62.18)	(37.10)219.70	(62.18)(161.99)	(37.10)218,93
	Operating profit before working cokai chan	(189.91)			6.00
	Adjusted for:Non current trade receivables		6.00
	Other non-current financial assets	(77.14)	(1.40)	(77.14)
	Other non-current assetsCinematic and television content - current	(61.77)76.39	(53.68)	(61.77)76.39
	Current trade receivables	(197.51)	381.20	(197.51)
	Other financial assets current	(99.56)	25.70	(99.14)
	Movement in tax assetsOther current assets	23.55(91.71)	(60.21)2.40	23.55(91.76)
	Bank balance other than cash and cash equivalent	460.21	(12.28)	460.21
	Non current trade payables	(150.94)		(150.94)
	Other non current financial liabilitiesCurrent trade payables	(31.62)76.33	(38.00)	(31.62)76.27
	Other current financial liabilities	(13.37)	3.22	(20.75)
	Other current liabilitiesCaeh generated from oper	(386.00)【名前】	258.10建花	(386.02)(5.22.22)
	Direct taxes paid	٠
	Net cash flow from operating activities (A)	642.159	739.75	(642.22)
	Cash flow from investing activitiesPayment to acquire property, plant and equipment	(0.66)	(5.70)	(0.66)
	Proceeds from sale of property, plant and equipment	0.13	0.51	0.13
	Interest on fixed deposit	62.18	37.10	62.18
	Net cash from/ jused in) investing activities (B)Cash flow from financing activities	61,65	31.91	81.65
	Repayment of non current borrowing		(14.85)
	Repayment of current borrowing	(32.61)	(157.51)	(32.61)
	Finance and other charges paidNet cash from/ (used in) fineKini Mirile (C)	(34.09)(65, 70)	(53.65)(226.91)	(34.09)(66.70)	258.04
	Net increase/ (decrease) in cash and cash equivalents (A+B+C)	(647.20)	536.65	(647.27)	(1.40)(55.24)381.2026.32(60.21)3.79(12.27)(37.94)3.22730.44730.44(5.70)0.5137.1031.91(14.85)(157.51)(53.65)(228.01)536.34
	Cash and cash equivalents at the beginning of the financial yearCash and cash equivalents at the end of the financial year.	828.88181.68	292.23828.88	831.56184.29	295.22831.56

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PRITISH NANDY COMMUNICATIONS

Pritish Nandy Communications Ltd CIN L22120MH1993PLCO74214 Regd Office: 87/88 Mittal Chambers Nariman Point Mumbai 400 021

SEGMENT REPORTING FOR THE QUARTER AND YEAR ENDED MARCH 31, 2021In 7 lakh
		QUARTER ENDED	YEAR ENDED
	PARTICULARS	March 31, 2021(Audited)	December 31, 2020(Unaudited)	March 31, 2020(Audited)	March 31, 2021(Audited)	March 31, 2020(Audited)
	Segment RevenueContent segmentii. Wellness segment	437.15	224.50	732.89	774.96	2,728.27
	Revenue from operation	437.15	224.50	732.89	774.96	2,728.27
	Segment resultsProfit/ (loss) before tax from each segmentContent segmentII. Wellness segment	(56.34)(0.13)	(398.49)(0.06)	328.89(0.06)	(562.33)(0.35)	108.34(0.61)
	Total profiti (loas) bafore tax	(56.46)	(398.55)	328.83	(562.68)	107.73
	Add: Other incomeLess: Finance cost	26.56(5.82)	23.43(6.75)	10.78(12.34)	91.85(34.09)	69.39(53.65)
	Profit before tex	(35, 72)	(381.87)	327.27	(504.92)	123.47
	Less: Current taxLess: Deferred taxLess: Short/ (excess) provision of tax (earlier year)	(10.15)(0.96)	(4.46)	14,500.22	(19.49)(0.96)	14.502.45(23.87)
	Profit/ (loss) after tax	(24.62)	(377.41)	312.55	(484.47)	130.39
	Segment assetsContent segmentii. Wellness segment	9.357.4452.65	9,576.8852.65	10.405.3152.61	9.357.4452.65	10.405.3152.61
	Total segment assetsBERNING	9,410.09	9,629.53	10,457.92	9,410.09	10,457.92
	Segment liabilitiesContent segmentii. Wellness segment	1,783.270.33	1,985.750.24	2.349.740.28	1.783.270.33	2,349.740.28
	Total segment liabilities	1,783.60	1,985.99	2,350.02	1,783.80	2,350.02
	Capital employedContent segmentii. Wellness segment	7,574.1752.32	7,591.1352.41	8.055.5752.33	7.574.1752.32	8,055.5752.33
	Total secretari capital amployed	7.026.4B	7.643.54	8.107.90	7,626.49	8,107.90

Notes:

Notes: 1 The above results were reviewed by the Audi Committe and approved by the Board Outedox of the Company at a metric yhield on June 20.2221

1. The storeholds the company of the Union and State Committed to experie

WINTCA alle $4 \sim$ $8$ Savital Δ 0 ġ ÷ ₹ Ş MALTA $\mathcal{L}^{(0)}$ Kishor Palkar ¥ ź Paljah BiranacharyaWholetima Director and CEO Chief Financial Officer Santosh Gharat er Vern Yalender VermaVP/Finance, Compliances and Legal Affairs Company Secretary and Compliance Officer Mumbai, June 30, 2021 $113.7$ $\Delta$ -4

For more details, contact Yatender Verma at verma@pritishnandycom.com

INDEPENDENT AUDITOR'S REPORT TO THE BOARD OF DIRECTORS OF PRITISH NANDY COMMUNICATIONS LIMITED

Report on the audit of the Standalone Financial Results

Opinion

We have audited the accompanying quarterly standalone financial results of Pritish Nandy Communications Limited ("the Company") for the quarter ended March 31, 2021 and the year to date results for the period from April 01, 2020 to March 31, 2021 ("the standalone financial results"), attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations").

In our opinion and to the best of our information and according to the explanations given to us these standalone financial results:

• i. are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and
• ii. give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable accounting standards and other accounting principles generally accepted in India of the net loss and other comprehensive income and other financial information for the quarter ended March 31, 2021 as well as the year to date results for the period from April 01, 2020 to March 31, 2021.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Standalone 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 standalone financial results 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 we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw attention to:

• a. Note 2 which describes the impact of COVID-19 pandemic on the operations of the Company.
• b. Note 4 which states about an award of Rs 352 lakh plus interest of Rs 35 lakhs received by the Company in its favour in the arbitration case filed against White Feather Films (Proprietor Sanjay Gupta). White Feather Films has gone in appeal against the above said award. The court has directed the proprietor not to dispose off/create any third party rights on his properties which are valued at Rs 1200 lakh. Proceedings are ongoing and in view of the same

Page 1 of 4

8 – Ambalal Doshi Marg, Fort, Mumbai – 400 001. INDIA Tel. : + 91 -22 - 22654882 / 22651737 Fax : + 91 – 22 – 22657093 Email : bdj@bdjokhakar.com Website : www.bdjokhakar.com outstanding of Rs. 317.53 lakhs is considered as fully recoverable and consequently there is no provision made of any amount there against.

• c. Note 5 which states about proceedings initiated by the Company for recovery of advances of Rs 150.00 lakh. Proceedings are ongoing before the Bombay High Court and management considers the same as good and fully recoverable and consequently there is no provision made of any amount there against for the reasons stated in the said note.
• d. Note 6 which describes about the provision for diminution of Rs. 58.20 lakhs in investment in subsidiary "PNC Wellness Ltd" based on the factors stated in the said note.
• e. Note 7 which describes about the investment in subsidiary "PNC Digital Ltd." stands at Rs. 70.20 lakhs whereas the net worth of the subsidiary is eroded substantially. No provision for diminution in value of investment, which is considered temporary, has been made in the accounts for the reasons stated in the said note.
• f. Note 8 which describes change in accounting estimates in respect of cost of content and amortization thereof. Consequent to the change, the Company has written off an amount of Rs. 76.39 lakh for the year 2020-21 as per revised accounting estimates instead of Rs.143.75 lakh as per the earlier accounting estimates. In the opinion of the management, the impact on future periods is impracticable to estimate at this stage.

Our opinion is not modified in respect of the above matters.

Management's Responsibilities for the Standalone Financial Results

These standalone financial results have been prepared on the basis of the annual standalone financial statements. The Company's Board of Directors are responsible for the preparation of these standalone financial results that give a true and fair view of the net loss and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in Indian Accounting Standard prescribed under Section 133 of the Act, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the 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 design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial results, the Board of Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditors Responsibilities for the Audit of the Standalone Financial Results

Our objectives are to obtain reasonable assurance about whether the standalone 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 standalone 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 standalone 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, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
• Conclude on the appropriateness of the 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 Company's ability to continue as a going concern. 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 standalone 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 Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial results, including the disclosures, and whether the standalone financial results represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial results that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial results may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial results.

We communicate with those charged with governance regarding, 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.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

B. D. Jokhakar & Co. Chartered Accountants

Other Matter

Attention is drawn to the fact that the standalone financial results include the result for the quarter ended 31st March, 2021 being the balancing figure between audited figures in respect of full financial year and published period end figures up to the third quarter of the current financial year which were subject to limited review by us.

Our opinion is not modified in respect of above matter.

For B. D. Jokhakar & Co.

Chartered Accountants Firm Registration Number: 104345W

Place: Mumbai Dated: 30th June, 2021

Pramod Prabhudesai Partner Membership Number: 032992 UDIN: 21032992AAAADM3996 8 Ambalal Doshi Marg, Fort, Mumbai 400001

INDEPENDENT AUDITOR'S REPORT TO THE BOARD OF DIRECTORS OF PRITISH NANDY COMMUNICATIONS LIMITED

Report on the audit of the Consolidated Financial Results

Opinion

We have audited the accompanying quarterly Consolidated financial results of Pritish Nandy Communications Limited ("the Company") and its subsidiaries (the Company and its subsidiaries together referred to as "the Group") for the quarter ended March 31, 2021 and the year to date results for the period from April 01, 2020 to March 31, 2021 ("the Consolidated financial results"), attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations").

In our opinion and to the best of our information and according to the explanations given to us these Consolidated financial results:

• i. include the annual financial results of the following entities ("subsidiaries"):
  • (a) PNC Digital Limited
  • (b) PNC Wellness Limited
• ii. are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and
• iii. give a true and fair view in conformity with the recognition and measurement principles laid down in the applicable accounting standards and other accounting principles generally accepted in India of the consolidated net loss and other comprehensive income and other financial information of the Group for the quarter ended March 31, 2021 as well as the year to date results for the period from April 01, 2020 to March 31, 2021.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Consolidated Financial Results 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 Consolidated financial results 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 we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw attention to:

a. Note 2 which describes the impact of COVID-19 pandemic on the operations of the Group.

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8 – Ambalal Doshi Marg, Fort, Mumbai – 400 001. INDIA Tel. : + 91 -22 - 22654882 / 22651737 Fax : + 91 – 22 – 22657093 Email : bdj@bdjokhakar.com Website : www.bdjokhakar.com

• b. Note 4 which states about an award of Rs 352 lakh plus interest of Rs 35 lakhs received by the Company in its favour in the arbitration case filed against White Feather Films (Proprietor Sanjay Gupta). White Feather Films has gone in appeal against the above said award. The court has directed the proprietor not to dispose off/create any third party rights on his properties which are valued at Rs 1200 lakh. Proceedings are ongoing and in view of the same outstanding of Rs. 317.53 lakhs is considered as fully recoverable and consequently there is no provision made of any amount there against.
• c. Note 5 which states about proceedings initiated by the Company for recovery of advances of Rs 150.00 lakh. Proceedings are ongoing before the Bombay High Court and management considers the same as good and fully recoverable and consequently there is no provision made of any amount there against for the reasons stated in the said note.
• d. Note 8 which describes change in accounting estimates in respect of cost of content and amortization thereof. Consequent to the change, the Company has written off an amount of Rs. 76.39 lakh for the year 2020-21 as per revised accounting estimates instead of Rs.143.75 lakh as per the earlier accounting estimates. In the opinion of the management, the impact on future periods is impracticable to estimate at this stage.

Our opinion is not modified in respect of the above matters.

Management's Responsibilities for the Consolidated Financial Results

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

The Company's Board of Directors are responsible for the preparation of these Consolidated 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 Standard prescribed under Section 133 of the Act, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. The respective 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 the Group 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 design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Consolidated 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 financial results by the Directors of the Company, as aforesaid.

In preparing the Consolidated financial results, the respective Board of Directors are responsible for assessing the Group's ability 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.

B. D. Jokhakar & Co. Chartered Accountants

The respective Board of Directors of the companies included in the Group are also responsible for overseeing the financial reporting process of the Group.

Auditors Responsibilities for the Audit of the Consolidated Financial Results

Our objectives are to obtain reasonable assurance about whether the Consolidated 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 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 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, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors.
• Conclude on the appropriateness of the 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 Group's ability to continue as a going concern. 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 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 financial results, including the disclosures, and whether the Consolidated financial results represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the audit of the consolidated financial statements of such entities included in the consolidated financial statements of which we are the independent auditors.

B. D. Jokhakar & Co. Chartered Accountants

Materiality is the magnitude of misstatements in the Consolidated financial results that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Consolidated financial results may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Consolidated financial results.

We communicate with those charged with governance of the Company and such other entities included in the consolidated financial results of which we are the independent auditors regarding, 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.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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.

Other Matter

Attention is drawn to the fact that the Consolidated financial results includes the result for the quarter ended 31st March, 2021 being the balancing figure between audited figures in respect of full financial year and published period end figures up to the third quarter of the current financial year which were subject to limited review by us.

Our opinion is not modified in respect of above matter.

For B. D. Jokhakar & Co. Chartered Accountants Firm Registration Number: 104345W

Place: Mumbai Dated: 30th June, 2021

Pramod Prabhudesai Partner Membership Number: 032992 UDIN: 21032992AAAADN5313 8 Ambalal Doshi Marg, Fort, Mumbai 400001

The General Manager

Department of Corporate Services Bombay Stock Exchange Limited Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001 Scrip Code - 532387

The Manager

Listing Department National Stock Exchange Limited Exchange Plaza, C-1, Block G Bandra Kurla Complex Bandra (East) Mumbai 400 051 Scrip Code - PNC

June 30, 2021

Dear Sir.

Sub: Statement of declaration of unmodified opinion on the financial results by the Statutory auditor for the quarter and year ended March 31, 2021

Declaration on unmodified opinion:

I, Santosh Gharat, Company Secretary and Compliance Officer of the Company hereby declare that, the Statutory Auditors of Company, BD Jokhakar & Co., Chartered Accountants. have issued auditors' report with unmodified opinion on annual audited financial results of the Company (Standalone and Consolidated) for the quarter and year ended March 31, 2021.

Kindly take the same into your records.

COMA For Pritish Nandy Community HOTIS Santosh Gharat Company Secretary & Compliance Officer