Digicontent Ltd

Dear Members,

Your Directors are pleased to present their Sixth Report together with the Audited Financial Statements (Standalone & Consolidated) for the financial year ended on March 31, 2023.

Your Company's performance during the financial year ended on March 31, 2023, along with previous year's figures is summarized below: (H in Lacs)

The Board of Directors did not recommend any dividend on the Equity Shares of the Company for the financial year ended on March 31, 2023.

A detailed analysis and insight into the financial performance & operations of your Company for the year under review and future outlook is appearing under the Management Discussion and Analysis Report, which forms part of the Annual Report.

Your Company has an established risk management framework to identify, evaluate and mitigate business risks. The identified risks and appropriateness of management's response to significant risks are reviewed periodically by the Audit Committee. A detailed statement indicating development and implementation of a Risk Management policy for the Company, including identification of various elements of risk, is appearing in the Management Discussion and Analysis Report.

During the year under review and as at the end of the reporting period, your Company has one wholly-owned material subsidiary company namely, HT Digital Streams Limited (HTDSL). Your Company does not have any associate or joint venture company within the meaning of Section 2(6) of the Companies Act, 2013 (‘the Act'), during the year under review.

In terms of the applicable provisions of Section 136 of the Act, Financial Statements of HTDSL for the financial year ended on March 31, 2023 are available on the Company's website viz. https://www.digicontent.co.in/wp-content/uploads/2023/08/ HTDSL_Financial_Statement_31.03.2023.pdf

A report on the performance and financial position of HTDSL in the prescribed Form AOC-1, is annexed to the Consolidated Financial Statements of the Company and hence, not reproduced here. The ‘Policy for determining Material Subsidiary(ies)' is available on the Company's website viz. https://www.digicontent.co.in/wp-content/uploads/2019/07/ Policy-for-detrmining-Material-Subsidiary.pdf#toolbar=0.

During the year under review, HTDSL bought back 23,05,476 nos. fully paid-up equity shares of H 10/- each at a buy-back price of H 86.75 per equity share aggregating to H 20,00,00,043/-.

The contribution of HTDSL to the overall performance of your Company is outlined in Note no. 34 of the Consolidated Financial Statements of the Company for the financial year ended March 31, 2023.

No subsidiary, associate or joint venture has been acquired /ceased/ sold/ liquidated during the financial year ended on March 31, 2023.

The Company's equity shares are compulsorily tradeable in electronic form. As on March 31, 2023, 99.999% of the Company's total paid-up capital representing 5,81,86,721 equity shares is in dematerialized form. In view of the benefits offered by the depository system, members holding shares in physical mode are advised, in their own interest, to avail demat facility.

During the year under review, Mr. Dinesh Mittal (DIN: 00105769) Non-Executive Director, resigned from the directorship of the Company w.e.f. May 31, 2022.

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board of Directors:

(a) appointed Mr. Lloyd Mathias (DIN: 02879668) as an Additional Director (Independent) of the Company, not liable to retire by rotation, for a period effective from December 28, 2021 till November 30, 2026, which was approved by the members at the Annual General Meeting (AGM) held on August 30, 2022; and

(b) appointed Mr. Samudra Bhattacharya (DIN: 02797819) as an Additional Director (Non-Executive) of the Company, liable to retire by rotation, w.e.f. June 01, 2022, which was approved by the members at the AGM held on August 30, 2022.

The Board of Directors based on the recommendation of the NRC and after considering the knowledge, acumen, expertise, experience, positive attributes, substantial contribution and performance evaluation during her current tenure, accorded its approval for the re-appointment of Ms. Suchitra Rajendra (DIN: 07962214) as an Independent Director, not liable to retire by rotation, for second term w.e.f. April 01, 2024 till March 31, 2029. The present tenure of Ms. Rajendra will come to end on March 31, 2024.

The Company has received notice in writing under Section 160 of the Act from a member proposing her candidature for the office of Independent Director.

Your Directors commend the re-appointment of Ms. Suchitra Rajendra, as an Independent Director, for approval of members, at the ensuing AGM.

In accordance with the applicable provisions of the Act, Mr. Priyavrat Bhartia (DIN: 00020603), Director liable to retire by rotation at the ensuing AGM, being eligible, has offered himself for re-appointment. Your Directors commend re-appointment of Mr. Priyavrat Bhartia, for approval of the members, at the ensuing AGM.

The disclosures in respect to appointment/re-appointment of Directors as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations') and the Secretarial Standards on General Meeting ('SS-2') are given in the Notice of ensuing AGM, forming part of the Annual Report.

The Independent Directors of the Company have confirmed that they :

a) meet the criteria of independence as prescribed under the Act and SEBI Listing Regulations; b) abide by the code of Independent Directors as provided in the Schedule IV of the Act; and c) have registered themselves on the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

All the Directors have confirmed adherence to the Company's ‘Code of Conduct'.

Your Company recognizes that Board diversity is a pre-requisite to meet the challenges of globalization, ever-evolving technology and balanced care of all stakeholders and therefore has appointed Directors from diverse backgrounds. Your Company even has a Woman Director (Independent Director) on its Board as per the requirement of Section 149(1) of the Act.

During the year under review, the Board of Directors on the recommendation of Nomination & Remuneration Committee, appointed Mr. Arjit Gupta as Company Secretary & Compliance Officer (KMP) of the Company w.e.f. May 23, 2022.

In line with the requirements of the Act and SEBI Listing Regulations, the Board undertook a formal annual evaluation of its own performance and that of its Committees, Directors & the Chairman.

Nomination & Remuneration Committee framed questionnaires for evaluation of performance of the Board as a whole, Board Committees, Directors and the Chairman.

The Directors were evaluated on various parameters such as, value addition to discussions, level of preparedness, willingness to appreciate the views of fellow directors, commitment to processes which include risk management, compliance and control, commitment to all stakeholders (shareholders, employees, vendors, customers etc.), familiarization with relevant aspects of company's business / activities amongst other matters. Similarly, the Board as a whole was evaluated on parameters which included its composition, strategic direction, focus on governance, risk management and financial controls.

A summary report of the feedback of Directors on the questionnaire(s) was considered by the Independent Directors, Nomination & Remuneration Committee and Board of Directors meetings respectively. The Board would endeavour to use the outcome of the evaluation process constructively, to improve its own effectiveness and deliver superior performance.

A separate meeting of Independent Directors was also held to review:

• Performance of the Non – Independent Directors and the Board as a whole;

• Performance of the Chairman of the Company considering the views of other directors of the Company; and

• Assess the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

B S R and Associates, Chartered Accountants [Firm Registration No. 128901W] (‘BSR') were appointed as Statutory Auditor of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on August 25, 2020.

The reports of BSR on Annual Financial Statements (Standalone and Consolidated) for the financial year ended on March 31, 2023, does not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to the provisions of Section 204 of the Act, and rules made thereunder, the Board of Directors had appointed RMG & Associates, Company Secretaries (‘RMG') (Firm Reg. No. P2001DE16100) as Secretarial Auditor, to conduct Secretarial Audit for the financial year ended March 31, 2023 and their report is annexed herewith as "Annexure - A". The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Further, Secretarial Audit of the material unlisted subsidiary Company viz. HT Digital Streams Limited for the financial year ended March 31, 2023, as required under Regulation 24A of SEBI Listing Regulations, has been conducted by Mr. N.C. Khanna, Company Secretaries (C.P. No. 5143). The said Secretarial Audit Report is annexed herewith as "Annexure - B" and it does not contain any qualification, reservation, adverse remark or disclaimer.

All contracts/arrangements/transactions entered into by the Company with related parties during the year under review, were in ordinary course of business of the Company and on arms' length terms. The related party transactions were placed before the Audit Committee for review and/ or approval. During the year, the Company had entered into Material Related Party Transactions i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statement, with HT Media Limited, a fellow subsidiary Company. These transactions were in the ordinary course of business of the Company and on arms' length terms, therefore, provisions of Section 188(1) and related disclosure under 188(2) of the Act were not applicable. However, the details, in this regard, as required to be provided under Section 134(3)(h) of the Act, are given in Form AOC-2, which is annexed herewith as "Annexure - C".

During the year under review, the Board of Directors amended the ‘Policy on materiality of and dealing with related party transactions' in compliance with the provisions of Regulation 23 of SEBI Listing Regulations.

The amended ‘Policy on materiality of and dealing with Related Party Transactions' is available on the Company's website viz. https://www.digicontent.co.in/wp-content/ uploads/2020/04/RPT-Policy.pdf.

Reference of Members is invited to Note nos. 29 and 30 of the Standalone Financial Statements, which set out the related party disclosures as per IND AS-24.

Pursuant to Section 134(5) of the Act, your Directors state that:

(i) in the preparation of the annual accounts for the financial year ended on March 31, 2023, the applicable accounting standards have been followed and there are no material departures;

(ii) such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2023 and of the loss of the Company for the year ended on March 31, 2023;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a ‘going concern' basis;

(v) proper internal financial controls were in place and that such internal financial controls were adequate and operating effectively; and

(vi) systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Borrowings and Debt Servicing: During the year under review, your Company has met all its obligations towards repayment of principal and interest on loans availed.

Particulars of investment made and loans/guarantee/ security given: The details of investments made and loans/ guarantees/security given, as applicable, are given in note no. 6 of the Standalone Financial Statements.

Board Meetings: A yearly calendar of Board meetings is prepared and circulated in advance to the Directors. During the financial year ended March 31, 2023, the Board met four times on May 23, 2022, August 01, 2022, October 31, 2022 and February 09, 2023. For further details regarding these meetings, Members may please refer the Report on Corporate Governance which forms part of the Annual Report.

Committees of the Board: At present, four standing committees of the Board of Directors are in place viz. Audit Committee, Nomination & Remuneration Committee, Stakeholders' Relationship Committee and Banking & Finance Committee which have been constituted in accordance with the applicable provisions of the Act and SEBI Listing Regulations. During the year under review, recommendations of these committees were accepted by the Board of Directors. For more details on the composition of the committees and meetings held during the year, the Members may please refer the Report on Corporate Governance which forms part of the Annual Report.

Remuneration Policy: The Remuneration Policy of the Company on appointment and remuneration of Directors, Key Managerial Personnel (KMPs) & Senior Management, as prescribed under Section 178(3) of the Act and SEBI Listing Regulations, is available on the Company's website viz. https://www. digicontent.co.in/wp-content/uploads/2019/08/Remuneration-Policy.pdf. The Remuneration Policy includes, inter-alia, criteria for appointment of Directors, KMPs, Senior Management Personnel and other employees, their remuneration structure and disclosures in relation thereto. There was no change in the Remuneration Policy during the year under review.

Vigil Mechanism: The Vigil Mechanism, as envisaged in the Act & rules made thereunder and SEBI Listing Regulations, is addressed in the Company's "Whistle Blower Policy". In terms of the Policy, directors/employees/stakeholders of the Company may report concerns about unethical behaviour, actual or suspected fraud or any violation of the Company's Code of Conduct. The Policy provides for adequate safeguards against victimization of the Whistle Blower. The Policy is available on the Company's website viz. https://www.digicontent.co.in/wp-content/uploads/2023/05/ Whistle_Blower_Policy.pdf.

Particulars of employees and related disclosures: In accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of employee's remuneration forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to investor@digicontent.co.in.

Disclosures under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure - D".

Annual Return: In terms of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return (Form MGT-7) for FY-23, is available on the Company's website viz. https://www.digicontent.co.in/wp-content/uploads/2023/08/ Form_MGT_7_31.03.2023.pdf

The Company is in the business of Entertainment and Digital Innovation, which does not involve any manufacturing process. Accordingly, most of the information required under Section 134(3)(m) of the Act are not applicable. However, the information, as applicable, is outlined as under:

The Company has taken necessary steps in order to conserve energy wherever possible. There is a heightened effort undertaken to ensure that the available resources are put into optimal utilization and also ensure that energy is conserved at the different locations in which the Company operates. Some of these initiatives are as under:

• Use of energy efficient electronic devices to curtail energy consumption, as much as possible;

• Installation of star rated energy efficient air conditioners; and

• Replacement of conventional lighting system with LED lighting.

During the year under review, the Company has not invested in any specific technology apart from the normal end user devices. Also, the Company takes adequate measures at the time of disposing of the device(s) at the end of life of the particular asset.

- Foreign Exchange earned in terms of actual inflows during the year: Nil

- Foreign Exchange outgo in terms of actual outflows during the year: Nil

Your Directors state that the Secretarial Standards (i.e. SS-1 and SS-2), relating to ‘Meetings of the Board of Directors' and ‘General Meetings', have been followed by the Company.

The report on Corporate Governance in terms of SEBI Listing Regulations, forms part of this Annual Report. The certificate dated July 24, 2023 issued by RMG & Associates, Company Secretaries is annexed herewith as "Annexure – E".

Your Company has in place, adequate internal financial controls with reference to the financial statements, which helps in periodically reviewing the effectiveness of controls laid down across all critical processes. The Company has also in place Internal control system which is supplemented by an extensive program of internal audits and their review by the management. The in-house internal audit function, supported by professional external audit firms, conduct comprehensive risk focused audits and evaluates the effectiveness of the internal control structure across locations and functions on a regular basis. The Company also has an online Compliance Management tool with a centralized repository to cater to its statutory compliance requirements.

Your Directors state that during the year under review:

1. There were no deposits accepted by the Company under Chapter V of the Act;

2. The Company had not issued any shares (including sweat equity shares) to directors or employees of the Company under any scheme;

3. The provision related to Corporate Social Responsibility (CSR), enshrined under Section 135 of the Act, were not applicable on the Company;

4. The Company does not have any Employee Stock Option Scheme;

5. There was no change in the share capital of the Company;

6. The Company had not issued any equity shares with differential rights as to dividend, voting or otherwise;

7. The Company has not transferred any amount to the General Reserve;

8. The Statutory Auditor and the Secretarial Auditor have not reported any instance of fraud pursuant to Section 143(12) of the Act and rules made thereunder;

9. No material changes/commitments of the Company have occurred after the end of the financial year 2022-23 and till the date of this report, which affect the financial position of your Company; 10. No significant or material order was passed by any Regulator, Court or Tribunal which impact the ‘going concern' status and Company's operations in future; 11. There was no change in the nature of business of the Company; 12. The Company is not required to maintain cost records as per Section 148(1) of the Act; 13. There were no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016; and 14. There was no instance of onetime settlement with any Bank or Financial Institution.

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Committee (IC) is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. The Company's policy in this regard, is available on the employee's intranet. The Company conducts regular classroom training sessions for employees and members of IC and has also rolled-out an online module for employees to increase awareness. No instance or complaint was reported to IC during the year under review.

Your Directors place on record their sincere appreciation for the co-operation extended by all stakeholders, including government authorities, shareholders, investors, customers, banks, vendors and suppliers.

Your Directors also place on record their deep appreciation of the committed services of the executives and employees of the Company.

For and on behalf of the Board

Place: New Delhi (Chairman) Date: July 24, 2023 DIN: 00020603

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members

CIN: L74999DL2017PLC322147 Hindustan Times House, 2^nd Floor, 18-20, Kasturba Gandhi Marg, New Delhi -110001

We have conducted the secretarial audit of the compliance of the applicable statutory provisions and the adherence to good corporate practices by Digicontent Limited (hereinafter referred to as ‘the Company'), having its Registered Office situated at Hindustan Times House, 2^nd Floor, 18-20, Kasturba Gandhi Marg, New Delhi -110001. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minutes books, forms and returns filed and other records maintained by the Company and also the information/ explanation provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended March 31, 2023, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records as maintained by the Company for the financial year ended on March 31, 2023 according to the provisions of:

I. The Companies Act, 2013 (‘the Act') and the rules made thereunder;

II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made thereunder;

III. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder with regard to dematerialization/ dematerialization of securities and reconciliation of records of dematerialized securities with all securities issued by the Company;

IV. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, however, no FDI inflow observed during the year. Further, there was no transaction of Overseas Direct Investment and External Commercial Borrowings which was required to be reviewed during the period under audit;

V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'):

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 including the provisions with regard to disclosures and maintenance of records required under the said Regulations;

(b) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 [Not Applicable as the Company has not issued any further share capital during the period under review];

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 [Not applicable as the Company has not offered any shares or granted any options pursuant to any employee benefit scheme during the period under review]; (e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 [Not applicable as the Company has not issued any non-convertible securities during the period under review]; (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client to the extent of securities issued [Not Applicable as the Company is not registered as Registrar to an Issue and Share Transfer Agent]; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 [Not applicable as the Company has not delisted/ proposed to delist its equity shares from any Stock Exchange during the period under review]; and (h) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 [Not applicable as the Company has not bought back/ proposed to buy-back any of its securities during the period under review].

VI. Laws specifically applicable to the industry to which the Company belongs, as identified by the management, are as follows:

(a) The Information Technology Act, 2000 & Rules and Guidelines; and (b) The Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011.

For the compliances of Environmental Laws, Labour Laws & other General Laws, our examination and reporting is based on the documents, records and files as produced and shown to us and the information and explanations as provided to us, by the officers and management of the Company and to the best of our judgment and understanding of the applicability of the different enactments upon the Company, in our opinion there are systems and processes exist in the Company to monitor and ensure compliance with applicable Environmental Laws, Labour Laws & other General Laws.

The compliance by the Company of applicable Financial Laws, like Direct and Indirect Tax Laws, have not been reviewed in this audit since the same have been subject to review by the statutory auditor and other designated professionals.

1. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI (LODR), 2015"].

2. Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

3. General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020 and 2/2022 dated May 05, 2022 issued by the Ministry of Corporate Affairs to hold Extra- Ordinary General Meetings/ Annual General Meetings through Video Conferencing (VC) or Other Audio-Visual Means (OAVM) and Circular No. SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022 issued by the Securities and Exchange Board of India for dispensation of dispatching the physical copies of financial statement and annual report.

During the period under review, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, Secretarial Standards, Circulars, Notifications etc. mentioned above.

• The Board of Directors of the Company is constituted only with the Non-Executive Directors which includes Independent Directors and Woman Director during the period under review. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act/SEBI (LODR), 2015.

• Adequate notice(s) were given to all directors to schedule the Board/Committee Meetings, agenda and notes thereto, were sent seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through, while the dissenting members' views, if any, are captured and recorded as part of the minutes.

• As per the records, the Company has generally filed all the forms, returns, documents and resolutions as were required to be filed with the Registrar of Companies, SEBI and other authorities.

• The company has duly complied with the provisions of Regulation 3(5) and 3(6) of SEBI (Prohibition of Insider Trading Regulations), 2015 with respect to maintenance of Structural Digital Database.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, the Company has following specific events/actions having a major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc. referred to above:

1. HT Digital Streams Limited, a material unlisted wholly owned subsidiary (HTDS) of the Company has done buy-back of 23,05,476 equity shares at Rs. 86.75/- per equity share, for a maximum aggregate consideration of Rs. 20,00,00,043/- and after completion of buy-back, HTDS will continue to be the Wholly Owned Subsidiary ("WOS") of the Company.

2. Mr. Dinesh Mittal (DIN: 00105769), Non-Executive Director of the Company, resigned from the directorship of the Company, from the close of business hours of May 31, 2022.

3. Mr. Samudra Bhattacharya (DIN: 02797819) has been appointed as an Additional Non-Executive Director, on the Board of Directors of the Company w.e.f. June 01, 2022 to hold the office up to the date of ensuing Annual General Meeting. Thereafter, the members of the Company in their Annual General Meeting held on August 30, 2022 approved his appointment as Non-Executive Director, liable to retire by rotation.

4. Mr. Arjit Gupta was appointed as Company Secretary and Compliance Officer of the Company and Nodal officer, for the purpose of Investor Education and Protection Fund w.e.f. May 23, 2022.

5. Mr. Lloyd Mathias (DIN: 02879668) has been appointed as an Independent Director, with effect from December 28, 2021 upto November 30, 2026 by the members of the Company in the Annual General Meeting held on August 30, 2022, who was appointed as an Additional Director (Independent), w.e.f. December 28, 2021.

For RMG & Associates

Company Secretaries Firm Registration No. P2001DE016100 Peer Review No.: 734/2020

Place: New Delhi CS Manish Gupta Date: July 24, 2023 Partner UDIN: F005123E000698411 FCS: 5123 C.P. No.: 4095

To,

The Members

CIN: L74999DL2017PLC322147 Hindustan Times House, 2^nd Floor, 18-20, Kasturba Gandhi Marg, New Delhi -110001

Our Secretarial Audit Report of even date, for the financial year ended on March 31, 2023 is to be read along with this letter:

1. It is the responsibility of management of the Company to maintain secretarial records, devise proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operating effectively.

2. Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by the Company with respect to secretarial compliances as produced before us.

3. We believe that audit evidence and information obtained from the Company's management is adequate and appropriate for us to provide a basis for our opinion.

4. Wherever required, we have obtained the management's representation about the compliance of laws, rules and regulations and happening of events etc.

5. The Secretarial Audit Report is neither an assurance as to future viability of the Company nor of the efficacy or effectiveness with which the management has conducted affairs of the Company.

6. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

7. We have conducted verification & examination of records, as facilitated by the Company for the purpose of issuing this Report.

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

CIN: U74900BR2015PLC025243 Budh Marg, P.S. Kotwali Patna, Bihar - 800001

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by HT DIGITAL STREAMS LIMITED

(hereinafter called the ‘Company'). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit. I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on March 31, 2023 (‘Audit Period'), complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2023, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws Framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial borrowings. [Not Applicable]

The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'):-*

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018.

(v) Other applicable laws such as:-^#

(a) Information Technology Act, 2000 and the rules made thereunder;

#the company has a proper monitoring system for compliance of Industry specific laws. There are no regular compliances under these acts. However, as and when an event arose the company has attended the same promptly.

I have also examined compliance with the applicable clauses of the following:

I. Secretarial Standards issued by The Institute of Company Secretaries of India.

II. The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; *

During the period under review, the Company has complied with the provisions of the Act, Rules, Guidelines, Secretarial Standards, Circulars, Notifications etc. as mentioned above.

I further report that

The Board of Directors of the Company is constituted only with the Non-Executive Directors which includes Independent Directors and Woman Director during the period under review. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period:-

(a) The board has passed the resolution to buy-back upto 23,05,476 fully paid-up equity shares of face value of Rs. 10/- each ("Buy-back Shares") at a price of Rs. 86.75/- per equity share (excluding applicable taxes & levies and other incidental & related expenses, if any) from existing shareholder(s) on proportionate basis, for an aggregate consideration not exceeding Rs. 20,00,00,043/- (Rupees Twenty Crore Forty Three Only) ("Buy-back Offer"), which is within the statutory limit of 25% of the fully paid-up equity share capital and free reserves as per the un-audited financial statement of the Company as at September 30, 2022.

For N C Khanna

Company Secretaries Place: New Delhi Date: July 24, 2023 UDIN: F004268E000742874

Properitor FCS No. 4268 C.P. No.: 5143

This Report is to be read with my letter of even date, which is annexed as Annexure A to this Report and forms an integral part of this Report.

To,

The Members,

CIN : U74900BR2015PLC025243 Budh Marg, P.S. Kotwali Patna, Bihar - 800001

Our Secretarial Review Report of even date, for the financial year ended March 31, 2023 is to be read along with this letter.

1. It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.

2. Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by the Company with respect to secretarial compliances.

3. We believe that audit evidence and information obtained from the Company's management is adequate and appropriate for us to provide a basis for our opinion.

4. Wherever required, we have obtained the management's representation about the compliance of laws, rules and regulations and happening of events etc.

5. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

6. We have not verified the correctness and appropriateness of financial records and books of account of the Company.

(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arm's length basis:

There were no contracts or arrangements or transactions entered into during the year ended March 31, 2023, which were not at arm's length basis.

2. Details of material contracts or arrangement or transactions at arm's length basis:

Note: In terms of provisions of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Policy on Materiality of and dealing with Related Party Transactions, the term "material" means a transaction to be entered individually or taken together with previous transactions during a financial year, which exceeds rupees one thousand crore or ten per cent of the annual consolidated turnover of the Company as per the last audited financial statements of the Company, whichever is lower.

For and on behalf of the Board

(i) The ratio of remuneration of each Director to the median remuneration of the employees and percentage increase in remuneration of each Director and KMP viz. Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year ended on March 31, 2023, is as under:

@ The median remuneration of employees during FY-23 wasH 5.89 Lacs.

^#Remuneration not comparable as Mr. Lloyd Mathias was appointed as an Independent Director (Non-Executive) by the Board w.e.f. December 28, 2021. ^Appointed as Company Secretary and Compliance Officer of the Company w.e.f. May 23, 2022. ^$Remuneration not comparable owing to appointment during FY-23.

Note: (a) Perquisites have been valued as per the Income Tax Act, 1961.

(b) Save and except the above, no remuneration was paid by the Company to any Director during FY-23.

(c) Mr. Puneet Jain appointed as CEO of the Company and its subsidiary company i.e. HT Digital Streams Limited (HTDS) w.e.f. July 15, 2020. He draws remuneration from HTDS. (d) Mr. Ajay S. Nair appointed as CFO of the Company and HTDS w.e.f. January 14, 2021 and January 13, 2021, respectively. He draws remuneration from HTDS.

(ii) There was an increase of 5.4% in the median remuneration of the employees of the Company in FY-23.

(iii) As on March 31, 2023, there were 19 permanent employees on the rolls of the Company.

(iv) Average percentage increase in remuneration of employees during FY-23 is 8%. Further, no managerial remuneration was paid during FY-23.

(v) It is hereby affirmed that the remuneration is as per the Remuneration Policy of the Company.

[Pursuant to Regulation 34(3) read with Schedule V Para E of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]

To,

The Members,

CIN: L74999DL2017PLC322147 Hindustan Times house, 2^nd Floor, 18-20, Kasturba Gandhi Marg, New Delhi -110001

We have examined the compliance of conditions of Corporate Governance of Digicontent Limited (hereinafter referred to as ‘the Company'), having its Registered Office situated at Hindustan Times house, 2^nd Floor, 18-20, Kasturba Gandhi Marg, New Delhi -110001, for the financial year ended on March 31, 2023, as stipulated in the relevant provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (hereinafter referred to as "SEBI LODR, 2015").

The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to a review of procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has generally complied with the conditions of Corporate Governance as stipulated in the relevant provisions of SEBI (LODR), 2015.

We further state that this certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the Management has conducted the affairs of the Company.