Directors Report of Digicontent Ltd.

Mar 31, 2025

Your Directors are pleased to present their Eighth Board Report together with the Audited Financial Statements (Standalone
& Consolidated) for the financial year ended on March 31, 2025.

FINANCIAL RESULTS

Your Company''s performance during the financial year ended on March 31, 2025, along with previous year''s figures is
summarized below:

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Total Income	248	253	45,018	41,729
Earnings/(Loss) before interest, tax, depreciation and amortization (EBITDA) from continuing operations	(107)	(167)	6,512	4,871
Less: Depreciation	-	-	1,102	1,847
Less: Finance cost	1313	1,330	1,672	1,754
Profit/(Loss) before tax from continuing operations	(1,420)	(1,497)	3,738	1,270
Less: Tax Expense
Current tax	-	-	1,514	847
Deferred tax charge/(credit)	-	-	(207)	(151)
Total tax expense	-	-	1,307	696
Profit/(Loss) for the year from continuing operations	(1,420)	(1,497)	2,431	574
Profit/(Loss) for the year	(1,420)	(1,497)	2,431	574
Add: Other Comprehensive Income (net of tax)
Items that will not to be reclassified to Profit /(Loss)	2	4	185	134
Items that will be reclassified to Profit /(Loss)	-	-	-	-
Total Comprehensive Income/(Loss) for the year (net of tax)	(1,418)	(1,493)	2,616	708
Opening balance in Retained Earnings	(7,666)	(6,171)	(7,993)	(8,699)
Add: Profit/(Loss) for the year	(1,420)	(1,497)	2,431	574
Less: Items of other Comprehensive Income recognized directly in Retained Earnings
Re-measurements of post-employment benefit obligation (net of tax)	3	2	186	132
Total Retained Earnings	(9,083)	(7,666)	(5,376)	(7,993)

DIVIDEND

Your directors have not recommended any dividend on the
Equity Shares of the Company for the financial year ended
on March 31,2025.

COMPANY PERFORMANCE AND FUTURE OUTLOOK

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.

RISK MANAGEMENT

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.

SUBSIDIARY AND ASSOCIATE COMPANY

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, 2025 are available on the Company''s
website viz. https://www.digicontent.co.in/wp-content/

uptoads/2025/07/htds-financiats.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/uptoads/2019/07/
Poticv-for-detrmining-Materiat-Subsidiarv.pdf#tootbar=Q

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, 2025.

No subsidiary, associate or joint venture has been acquired
/ceased/ sold/ liquidated during the financial year ended on
March 31, 2025.

DEPOSITORY SYSTEM

The Company''s equity shares are compulsorily tradeable
in electronic form. As on March 31, 2025, 99.999% of the
Company''s total paid-up capital representing 5,81,86,723
equity shares are in demateriatized form.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors

During the year under review, Mr. Samudra Bhattacharya
(DIN: 02797819), Non-Executive Director retired at the last
AGM of the Company held on September 23, 2024, and
Mr. Sandeep Rao (DIN: 08711910), based on the
recommendation of Nomination and Remuneration
Committee ("NRC"), was appointed as Non-Executive
Director of the Company, liable to retire by rotation, w.e.f.
September 23, 2024.

Further, Mr. Praveen Someshwar (DIN :01802656), Director
of the Company resigned w.e.f. February 28, 2025, due

to personat reasons. The Board of Directors based on
the recommendation of NRC, at the Board Meeting
held on January 16, 2025, appointed Mr. Sameer Singh
(DIN: 08138465) as an additional Non-Executive Director of
the Company, liable to retire by rotation, w.e.f. March 01,
2025, and his appointment was regutarised by the members
by passing the requisite resotution through postat battot on
February 24, 2025.

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

The disclosures in respect to re-appointment of Mr. Bhartia
as required under Regulation 36 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (''SEBI
Listing Regutations'') and the Secretariat Standards
on General Meeting (''SS-2'') are given in the Notice of
the ensuing AGM.

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 with the databank of
Independent Directors maintained by the Indian
Institute of Corporate Affairs.

In the opinion of the Board, there has been no change
in the circumstances which may affect the status of an
Independent Directors of the Company and also, they
hotd highest standards of integrity and possess requisite
expertise and experience required to futfitt their duties as an
Independent Directors.

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

Your Company acknowtedges the importance of Board
diversity in fostering rich discussions and ensuring
comprehensive evatuation of key matters presented before
the Board. In tine with this commitment, the Board comprises
Directors with diverse backgrounds and expertise. Further,
in comptiance with Section 149(1) of the Companies Act,
2013, your Company has appointed a Woman Independent
Director on its Board.

Key Managerial Personnel

During the year under review, Mr. Arjit Gupta resigned
from the position of Company Secretary and Compliance
Officer of the Company from the close of business hours of
October 15, 2024. Further, based on the recommendation
of Nomination & Remuneration Committee, the Board of
Directors appointed Ms. Manu Chaudhary as the Company
Secretary and Compliance Officer of the Company w.e.f.
October 24, 2024.

PERFORMANCE EVALUATION

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
(including Independent Directors) & the Chairman.

Nomination & Remuneration Committee framed
questionnaires for evaluation of performance of the Board
as a whole, Board Committees, Directors (including
Independent 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. On the basis of
outcome of evaluation questionnaire and discussion of the
Board, the performance of the Board as a whole, Board
committees, Directors (including Independent Directors) and
the Chairman have been assessed as satisfactory.

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.

AUDIT & AUDITORS
Statutory Auditor

During the year under review, M/s B S R and Associates,
Chartered Accountants [Firm Registration No. 128901W]
(''BSR'') tendered their resignation as Statutory Auditors of
the Company vide their letter dated August 12, 2024. To fill
the casual vacancy caused by resignation of M/s B S R and
Associates, on the recommendation of Audit Committee and
the Board of Directors, the members accorded approval to the
appointment of M/s S.R. Batliboi & Associates LLP, Chartered
Accountants (Firm Registration No. 101049W/E300004) as
Statutory Auditors, for a term of 5 (five) consecutive years, at
the last AGM held on September 23, 2024.

The Auditors report of M/s S.R. Batliboi & Associates
LLP, on Annual Financial Statements (Standalone and
Consolidated) for the financial year ended on March 31,
2025, does not contain any qualification, reservation, adverse
remark or disclaimer.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules
made thereunder, the Board of Directors had appointed
Ms. Malavika Bansal, Practicing Company Secretary,
(C.P. No. 9159) as Secretarial Auditor, to conduct Secretarial
Audit for the financial year ended March 31, 2025. The
Secretarial Audit Report of the Company for FY-25 is
annexed herewith as "Annexure - A” and it 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, 2025, as required under Regulation
24A of SEBI Listing Regulations, has been conducted by
Mr. N.C. Khanna, Practicing Company Secretary (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.

In terms of the Regulation 24A of SEBI Listing Regulations
the Board has recommended appointment of Ms. Malavika
Bansal, Practicing Company Secretary, (C.P. No. 9159) as
Secretarial Auditor, for a period of 5 years commencing from
Financial Year 2025-26, for approval of the members, at
the ensuing AGM.

RELATED PARTY TRANSACTIONS

AH 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 did not enter into any
contracts/ arrangements/ transactions with related party,
which could be considered material in accordance with the
Company''s ''Policy on Materiality of and dealing with Related
Party Transactions'' and accordingly, the disclosure of related
party transactions in Form AOC-2 is not applicable.

The aforesaid policy is available on the Company''s website viz.
https://www.digicontent.co.in/wp-content/uptoads/2020/04/
RPT-Poticv.pdf.

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

DIRECTORS'' RESPONSIBILITY STATEMENT

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, 2025, the applicable
accounting standards have been fottowed 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 reasonabte and prudent so as to
give a true and fair view of the state of affairs of the
Company as on March 31, 2025 and of the toss of the
Company for the year ended on March 31, 2025;

(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 att applicable taws and that such
systems were adequate and operating effectivety.

DISCLOSURES UNDER THE COMPANIES ACT, 2013

Borrowings and Debt Servicing: During the year under
review, your Company has met att its obtigations towards
repayment of principat and interest on toans avaited.

Particulars of investment made and loans/guarantee/
security given: The detaits of investments made and toans/
guarantees/security given, as appticabte, are given in note
no. 5 of the Standatone Financiat Statements.

Board Meetings: A yearty catendar of Board meetings is
prepared and circutated in advance to the Directors. During
the financiat year ended March 31, 2025, the Board met
four times on May 02, 2024, Juty 22, 2024, October 10, 2024
and January 16, 2025, for further detaits regarding these
meetings, Members may ptease refer the Report on Corporate
Governance which forms part of the Annuat Report.

Committees of the Board: At present, four standing
Committees of the Board of Directors are in ptace viz.
Audit Committee, Nomination & Remuneration Committee,
Stakehotders'' Retationship Committee and Banking
& Finance Committee which have been constituted in
accordance with the appticabte provisions of the Act and
SEBI Listing Regutations. During the year under review,
recommendations of these Committees, if any, were
accepted by the Board of Directors. For further detaits on the
composition of the committees and meetings hetd during the
year, the members may ptease refer the Report on Corporate
Governance which forms part of the Annuat Report.

Remuneration Policy: The Remuneration Poticy of the Company
on appointment and remuneration of Directors, Key Manageriat
Personnet (KMPs) & Senior Management, as prescribed
under Section 178(3) of the Act and SEBI Listing Regutations,
is avaitabte on the Company''s website viz. https://www.
digicontent.co.in/wp-content/uptoads/2019/08/Remuneration-
Poticy.pdf The Remuneration Poticy inctudes, inter-alia, criteria
for appointment of Directors, KMPs, Senior Management
Personnet and other emptoyees, their remuneration structure
and disctosures in retation thereto. There was no change in the
Remuneration Poticy during the year under review.

Vigil Mechanism: The Vigit Mechanism, as envisaged in the
Act & rutes made thereunder and SEBI Listing Regutations,
is addressed in the Company''s "Whistte Btower Poticy”. In
terms of the Poticy, directors/emptoyees/stakehotders of the
Company may report concerns about unethicat behaviour,
actuat or suspected fraud or any viotation of the Company''s
Code of Conduct and any incident of teak or suspected teak of
Unpubtished Price Sensitive Information (UPSI). The Poticy
provides for adequate safeguards against victimization of
the Whistte Btower. The Poticy is avaitabte on the Company''s
website viz. https://www.digicontent.co.in/wp-content/
uptoads/2023/05/Whistte Btower Poticy.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 [email protected].

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 - C".

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 25 is available on the company website viz https://
www.digicontent.co.in/wp-content/uptoads/2025/08/
DCL-MGT-7-FY-25.pdf

CONSERVATION OF ENERGY & TECHNOLOGY
ABSORPTION

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 is not applicable. However, the
information, as appticabte, is outtined as under:

Conservation of Energy

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 tighting.

Technology Absorption

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

Foreign exchange earnings and outgo

• Foreign Exchange earned in terms of actual inflows
during the year: Nit

• Foreign Exchange outgo in terms of actual outflows
during the year: H 21,90,631/-

SECRETARIAL STANDARDS

Your Directors state that the Secretariat 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.

CORPORATE GOVERNANCE

The report on Corporate Governance in terms of SEBI Listing
Regulations, forms part of this Annual Report. The certificate
dated July 25, 2025 issued by Ms. Matavika Bansat, Practicing
Company Secretary, is annexed herewith as "Annexure - D".

INTERNAL FINANCIAL CONTROL

Your Company, has in ptace, adequate internat financiat
controts with reference to the financiat statements, which
hetps in periodicatty reviewing the effectiveness of controts
taid down across att criticat processes. The Company has atso
in ptace Internat controt system which is supptemented by an
extensive program of internat audits and their review by the
management. The in-house internat audit function, supported
by professionat externat audit firms, conduct comprehensive
risk focused audits and evatuates the effectiveness of the
internat controt structure across tocations and functions on
a regutar basis. The Company atso has an ontine Comptiance
Management toot with a centratized repository to cater to its
statutory comptiance requirements.

RESTRICTED STOCK UNIT PLAN - 2025

Your Company, on the recommendation of NRC, has
formutated Restricted Stock Unit Ptan namety "Digicontent
Limited - Restricted Stock Unit Ptan 2025" ("RSU 2025"),
after seeking approvat of the members of the Company by
way of Postat Battot on February 24, 2025.

The RSU 2025 contemptates grant of 29,09,353 (Twenty
Nine Lakhs Nine Thousand Three Hundred Fifty Three onty)
Restricted Stock Units ("RSUs") exercisabte into equivatent
equity shares, constituting 5% of the outstanding paid-up
share capitat of the Company as on December 31, 2024.

During the year under review, your Company granted
5,00,000 Restricted Stock Units (RSU''s) to Mr. Sameer Singh,
Non-executive Director.

The RSU 2025 of the Company is in compliance with the
Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
(“SBEBSE Regulations"). A Certificate from Malavika Bansal
Practicing Company Secretary of the Company, certifying
that the Company''s above-mentioned Scheme and Plan
have been implemented in accordance with the SBEBSE
Regulations and the resolution passed by the Members,
would be made available for inspection by the Members
through electronic mode at the ensuing Annual General
Meeting (“AGM").

The applicable disclosures as stipulated under SBEBSE
Regulations for the year ended March 31, 2025, with regards
to the RSU 2025, uploaded on the Company''s website and
can be accessed at the web- link:https://www.digicontent.
co.in/wp-content/uploads/2025/08/ESOP-Board-report.pdf

The members may also note that your Company, has further
granted 20,00,000 RSU''s to Mr. Sameer Singh, Non-executive
Director, after seeking approval of the members of the
Company through postal ballot on May 05, 2025. In addition
to the above Company has also granted 4,09,000 RSU''s to
Eligible Employee(s) on July 25, 2025

GENERAL

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 provisions 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 an Employee Stock Option
Scheme (except RSU 2025 scheme as mentioned above)

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 2024¬
25 and till the date of this report, which affect the
financial position of your Company;

10. No significant or material orders 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.

PREVENTION OF SEXUAL HARRASSMENT OF
WOMEN AT WORKPLACE

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.

Maternity Benefits Act, 1961

The Company is in compliance with the provisions of the
Maternity Benefits Act, 1961.

ACKNOWLEDGEMENT

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
Priyavrat Bhartia

Place: New Delhi (Chairman)

Date: July 25, 2025 DIN: 00020603

---

Mar 31, 2024

Your Directors are pleased to present their Seventh Report together with the Audited Financial Statements (Standalone & Consolidated) for the financial year ended on March 31,2024.

FINANCIAL RESULTS

Your Company''s performance during the financial year ended on March 31, 2024, along with previous year''s figures is summarized below:

(H in Lacs)
Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Total Income	253	248	41,729	35,476
Earnings /(Loss) before interest, tax, depreciation and amortization (EBITDA) from continuing operations	(167)	(272)	4,871	2,035
Less: Depreciation	-	1	1,847	1,729
Less: Finance cost	1,330	1,161	1,754	1,543
Profit/(Loss) before tax from continuing operations	(1,497)	(1,434)	1,270	(1,237)
Less: Tax Expense
• Current tax	-	-	847	148
• Deferred tax charge/(credit)	-	-	(151)	(100)
Total tax expense	-	-	696	48
Profit/(Loss) for the year from continuing operations	(1,497)	(1,434)	574	(1,285)
Profit/(Loss) for the year	(1,497)	(1,434)	574	(1,285)
Add: Other Comprehensive Income (net of tax)
• Items that will not to be reclassified to Profit /(Loss)	4	4	134	133
• Items that will be reclassified to Profit /(Loss)	-	-	-	-
Total Comprehensive Income/(Loss) for the year (net of tax)	(1,493)	(1,430)	708	(1,152)
Opening balance in Retained Earnings	(6,171)	(4,742)	(8,699)	(7,548)
Add: Profit/(Loss) for the year	(1,497)	(1,434)	574	(1,285)
Less: Items of other Comprehensive Income recognized directly in Retained Earnings	-	-	-	-
• Re-measurements of post-employment benefit obligation (net of tax)	2	5	132	134
Total Retained Earnings	(7,666)	(6,171)	(7,993)	(8,699)

DIVIDEND

Your Directors have not recommend any dividend on the Equity Shares of the Company for the financial year ended on March 31,2024.

COMPANY PERFORMANCE AND FUTURE OUTLOOK

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.

RISK MANAGEMENT

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.

SUBSIDIARY AND ASSOCIATE COMPANY

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, 2024 are available on the Company''s website viz. https://www.digicontent.co.in/wp-content/

uptoads/2024/08/HTDS-FS-March-Unsigned-pages.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/uptoads/2019/07/ Poticv-for-detrmining-Materiat-Subsidiarv.pdf#tootbar=Q.

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, 2024.

No subsidiary, associate or joint venture has been acquired /ceased/ sold/ liquidated during the financial year ended on March 31, 2024.

DEPOSITORY SYSTEM

The Company''s equity shares are compulsorily tradeable in electronic form. As on March 31, 2024, 99.999% of the Company''s total paid-up capital representing 5,81,86,723 equity shares are in demateriatized form.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

The Board of Directors, on the recommendation of Nomination & Remuneration Committee (NRC) and after considering the integrity, expertise and experience of Ms. Suchitra Rajendra (DIN:07962214) and Mr. Mannu Bhatia (DIN:10192896), accorded its approval to the following:

(a) re-appointment of Ms. Suchitra Rajendra as an Independent Director of the Company, not liable to retire by rotation, for second term w.e.f. April 01, 2024 titt March 31, 2029, which was approved by the

members at the Annual General Meeting (AGM) held on September 19, 2023; and

(b) appointment of Mr. Mannu Bhatia as an Independent Director of the Company, not liable to retire by rotation, for a period effective from April 01, 2024 titt March 31, 2029, which was approved by the members via postat battot on June 12, 2024

During the year under review, the tenure of Mr. Vivek Mehra (DIN: 00101328) as an Independent Director of the Company has expired on March 31,2024.

Mr. Samudra Bhattacharya (DIN: 02797819), Non-Executive Director shatt retire at the ensuing AGM of the Company.

The Board of Directors based on the recommendation of NRC, recommended the appointment of Mr. Sandeep Rao (DIN: 08711910) as a Non-Executive Director of the Company, tiabte to retire by rotation, w.e.f. September 23, 2024, to the members at ensuing AGM. The Company has received notice in writing under Section 160 of the Act from a member proposing candidature of Mr. Rao for the office of Non-Executive Director. Your Directors commend the appointment of Mr. Rao as a Non-Executive Director, for approvat of the members, at the ensuing AGM.

In accordance with the appticabte provisions of the Act, Mr. Praveen Someshwar (DIN:01802656), Director tiabte to retire by rotation at the ensuing AGM, being etigibte, has offered himsetf for re-appointment. Your Directors commend the re-appointment of Mr. Someshwar as Director, for approvat of the members, at the ensuing AGM.

The disctosures in respect to appointment/re-appointment of Directors as required under Regutation 36 of SEBI (Listing Obtigations and Disctosure Requirements) Regutations, 2015 (''SEBI Listing Regutations'') and the Secretariat Standards on Generat Meeting (''SS-2'') are given in the Notice of ensuing AGM, forming part of the Annuat 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 Regutations;

b) abide by the code of Independent Directors as provided in the Schedute IV of the Act; and

c) have registered themsetves with the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

In the opinion of the Board, there has been no change in the circumstances which may affect the status of an Independent Directors of the Company and also they hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as an 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 has a Woman Director (Independent Director) on its Board as per the requirement of Section 149(1) of the Act.

Key Managerial Personnel

During the year under review, there was no change in Key Managerial Personnel.

PERFORMANCE EVALUATION

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 (including Independent Directors) & the Chairman.

Nomination & Remuneration Committee framed questionnaires for evaluation of performance of the Board as a whole, Board Committees, Directors (including Independent 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. On the basis of outcome of evaluation questionnaire and discussion of the

Board, the performance of the Board as a whole, Board committees, Directors (including Independent Directors) and the Chairman have been assessed as satisfactory.

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.

AUDIT & AUDITORS Statutory Auditor

M/s. 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 AGM held on August 25, 2020.

The Auditor''s Report of BSR on Annual Financial Statements (Standalone and Consolidated) for the financial year ended on March 31, 2024, does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules made thereunder, the Board of Directors had appointed Ms. Malavika Bansal, Practicing Company Secretary, (C.P. No. 9159) as Secretarial Auditor, to conduct Secretarial Audit for the financial year ended March 31, 2024. The Secretarial Audit Report of the Company for FY-24 is annexed herewith as "Annexure - A” and it 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, 2024, as required under Regulation 24A of SEBI Listing Regulations, has been conducted by Mr. N.C. Khanna, Practicing Company Secretary (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.

RELATED PARTY TRANSACTIONS

AH 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 did not enter into any contracts/ arrangements/ transactions with related party, which could be considered material in accordance with the Company''s ''Policy on Materiality of and dealing with Related Party Transactions'' and accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable.

The aforesaid policy is available on the Company''s website viz. https://www.digicontent.co.in/wp-content/uptoads/2020/04/ RPT-Poticv.pdf.

Reference of Members are invited to Note nos. 28 and 29 of the Standalone Financial Statements, which set out the related party disclosures as per IND AS-24.

DIRECTORS'' RESPONSIBILITY STATEMENT

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, 2024, 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 reasonabte and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2024 and of the toss of the Company for the year ended on March 31, 2024;

(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 att applicable taws and that such systems were adequate and operating effectivety.

DISCLOSURES UNDER THE COMPANIES ACT, 2013

Borrowings and Debt Servicing: During the year under review, your Company has met att its obtigations towards repayment of principat and interest on toans avaited.

Particulars of investment made and loans/guarantee/ security given: The detaits of investments made and toans/ guarantees/security given, as appticabte, are given in note no. 5 of the Standatone Financiat Statements.

Board Meetings: A yearty catendar of Board meetings is prepared and circutated in advance to the Directors. During the financiat year ended March 31,2024, the Board met five times on May 17, 2023, Juty 24, 2023, November 07, 2023, January 15, 2024 and March 28, 2024. For further detaits regarding these meetings, Members may ptease refer the Report on Corporate Governance which forms part of the Annuat Report.

Committees of the Board: At present, four standing Committees of the Board of Directors are in ptace viz. Audit Committee, Nomination & Remuneration Committee, Stakehotders'' Retationship Committee and Banking & Finance Committee which have been constituted in accordance with the appticabte provisions of the Act and SEBI Listing Regutations. During the year under review, recommendations of these Committees, if any, were accepted by the Board of Directors. For further detaits on the composition of the committees and meetings hetd during the year, the Members may ptease refer the Report on Corporate Governance which forms part of the Annuat Report.

Remuneration Policy: The Remuneration Poticy of the Company on appointment and remuneration of Directors, Key Manageriat Personnet (KMPs) & Senior Management, as prescribed under Section 178(3) of the Act and SEBI Listing Regutations, is avaitabte on the Company''s website viz. https://www.digicontent.co.in/wp-content/uptoads/2019/08/ Remuneration-Poticy.pdf. The Remuneration Poticy inctudes, inter-atia, criteria for appointment of Directors, KMPs, Senior Management Personnet and other emptoyees, their remuneration structure and disctosures in retation thereto. There was no change in the Remuneration Poticy during the year under review.

Vigil Mechanism: The Vigit Mechanism, as envisaged in the Act & rutes made thereunder and SEBI Listing Regutations, is addressed in the Company''s "Whistte Btower Poticy”. In terms of the Poticy, directors/emptoyees/stakehotders of the Company may report concerns about unethicat behaviour, actuat or suspected fraud or any viotation of the Company''s Code of Conduct and any incident of teak or suspected teak

of Unpublished Price Sensitive Information (UPSI). 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 [email protected].

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 - C".

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 24 is available on the company website viz https://www.digicontent.co.in/wp-content/uploads/2024/08/ DCL Draft-Annual-Return-MGT-7 2024-1.pdf

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

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:

Conservation of Energy

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.

Technology Absorption

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 earnings and outgo

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

- Foreign Exchange outgo in terms of actual outflows during the year: H 26,92,218

SECRETARIAL STANDARDS

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.

CORPORATE GOVERNANCE

The report on Corporate Governance in terms of SEBI Listing Regulations, forms part of this Annual Report. The certificate dated July 22, 2024 issued by Ms. Malavika Bansal, Practicing Company Secretary, is annexed herewith as "Annexure - D".

INTERNAL FINANCIAL CONTROL

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.

GENERAL

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 provisions 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 2023-24 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.

PREVENTION OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE

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.

ACKNOWLEDGEMENT

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