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:

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 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 - 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