Digicontent Ltd

HTDS buy-back approval

• HT Digital Streams Limited approved a buy-back of 29,26,820 fully paid-up equity shares at Rs 87.68 per share.
• Representing 25% of HTDS's total equity share capital.
• Shareholding pattern remains unchanged; HTDS will continue as a wholly-owned subsidiary.
• Buy-back approval date: 28 September 2026.
• Buy-back under SEBI LODR Regulation 30.

Digicontent Limited — Trading Window closed from 30th September, 2026 till the completion of 48 hours after the declaration of Un-Audited Financial Results (Standalone and Consolidated) for the quarter and half year ending on 30th September, 2026.

AGM Details

• Date/time/mode: 23 Sep 2026, 11:00 IST, VC/OAVM
• Remote e-voting: 18–22 Sep 2026; venue voting at AGM
• Cut-off date for voting: 16 Sep 2026
• Consolidated Scrutinizer's Report issued; results declared at AGM

Key Resolutions

• Item 1 (Ordinary): Adopt standalone and consolidated financial statements
• Item 2 (Ordinary): Appoint Sandeep Rao as Director (retiring by rotation)
• Item 3 (Special): Re-appoint Lloyd Mathias as Independent Director

Voting Results

• Item 1: Approved with requisite majority; in-favour 99.9985%, against 0.0014%
• Item 2: Approved; in-favour 99.9979%, against 0.0020%
• Item 3: Approved; in-favour 99.9982%, against 0.0018%

Director Changes

• Sandeep Rao appointed as Director; retires by rotation and eligible for re-appointment
• Lloyd Mathias re-appointed as Independent Director for a second five-year term commencing 01 Dec 2026

Auditors

• No changes in statutory, secretarial, cost, or internal auditors reported

Material Related Party Transactions

• No material RPTs disclosed in AGM proceedings

Other Material Approvals

• No other material approvals reported at the AGM

AGM Details

• AGM held on 23 September 2026 at 11:00 IST via VC/OAVM.
• Meeting concluded at 11:31 IST, including time for e-voting.
• Remote e-voting opened 18 Sep 2026, 9:00 IST and closed 22 Sep 2026, 17:00 IST.
• Attendance: 85 members via VC.

Key Resolutions

• Ordinary: Adopt Audited Standalone and Consolidated Financial Statements for year ended 31 March 2026.
• Ordinary: Appoint Sandeep Rao as Director; retires by rotation and eligible for re-appointment.
• Special: Re-appoint Lloyd Mathias as Independent Director; not liable to retire by rotation.

Voting Status

• Adoption of financial statements: voting results not disclosed.
• Appointment of Sandeep Rao: voting results not disclosed.
• Re-appointment of Lloyd Mathias: voting results not disclosed.

Directors

• Sandeep Rao appointed as Director; retires by rotation.
• Lloyd Mathias re-appointed as Independent Director; not liable to retire by rotation.

Auditors

• Statutory Auditor attended; no appointment change announced.

Key Update

• Approve preferential allotment of 1,40,85,571 warrants at INR 26.41 per warrant; total consideration INR 37,19,99,930.11.
• Initial cash received of INR 9,29,99,982.55 (25%) from six allottees.
• Warrants confer the right to subscribe one equity share on payment of 75% balance.
• Board approved on Sept 3, 2026; subject to BSE/NSE approvals and ICDR compliance.

AGM details

• 9th AGM scheduled for September 23, 2026 via VC/OAVM.

Annual report access

• FY2025-26 Annual Report and AGM notice available on the company website.

Shareholder communications

• Letters dispatched to shareholders with unregistered emails providing access link to the Annual Report.

Email registration deadline

• Cut-off date for email registration: August 21, 2026.

Contact for updates

• Update email via DP/RTA or investor@digicontent.co.in; or einward.ris@kfintech.com.

Financial performance

• Consolidated revenue from operations: INR 49,344 lakh in FY26.
• Consolidated EBITDA: INR 4,058 lakh.
• Consolidated profit after tax: INR 81 lakh.
• EPS Basic: INR 0.14; EPS Diluted: INR 0.13.
• Top three customers (10%+ of revenue) contributed ~INR 20,297 lakh in FY26.
• Cash and cash equivalents: INR 981 lakh.
• Borrowings (consolidated): INR 3,280 lakh.
• Gearing ratio: 48%.
• Dividend declared: none for FY26.
• Labour Codes impact recognised as exceptional item: INR 15.89 crore.

Operations & segment

• Single reportable segment: Entertainment & Digital Innovation.
• CODM uses 'Entertainment & Digital Business' for performance assessment.
• HT Digital Streams Limited is a wholly-owned subsidiary contributing to results.
• Key brands: Hindustantimes.com, LiveHindustan, Mint.

Capital & funding

• Proposed preferential issue: 1.41 million warrants at Rs 26.41 each.
• Aggregate value of warrants about Rs 37.2 crore; subject to member approvals.
• Authorized share capital to be increased from Rs 13 crore to Rs 20 crore.
• MOA amended accordingly; EGM scheduled for 7 August 2026.
• Dividend: no dividend declared for FY26.

Governance & management changes

• Independent Director Lloyd Mathias reappointed for a second term 2026-2031.
• Mr. Sandeep Rao re-appointed as Director; retires by rotation.
• Ms. Shubham Jain appointed Company Secretary & Compliance Officer from 01 Jun 2026.
• The Board includes one Woman Independent Director.

Outlook & risks

• India's GDP growth projected around 6.6% for FY2026-27; inflation ~5.1%.
• Risks include global uncertainties, tariff shifts, AI disruption, and DPDP compliance.
• Management focus on AI-enabled personalization, data governance, and risk controls.

Audit & compliance

• Statutory auditor: S.R. Batliboi & Associates LLP; no qualifications.
• Secretarial auditor: Malavika Bansal; secretarial audit unqualified.
• Board evaluation: annual performance reviews of board, committees, and Chairman.
• Internal financial controls: robust; tested; regular reviews by audit committee.

CSR & ESG

• CSR expenditure FY26: Rs 53 lakh; allocations to health camps and education.
• CSR policy and board approvals in place; SBEB & SE Regulations disclosures published.

Resolutions

• Item 1: Ordinary resolution to increase authorised share capital and alter MOA.
• Item 2: Special resolution for issuance of warrants on a preferential basis.

Voting outcomes

• Item 1 approved with 91.37% in favour, 8.63% against.
• Item 2 approved with 91.37% in favour, 8.63% against.

Promoter/interest

• Item 1 promoter group not interested.
• Item 2 promoter group interested.

Impact on shareholding

• No immediate changes to shareholding disclosed.
• Warrants may lead to dilution on exercise; terms not disclosed.

Governance/management

• No board or management changes disclosed.