Digicontent Ltd

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.

Purpose of EGM

• Resolutions to increase authorised share capital and issue warrants on a preferential basis.

Resolutions and key terms

• Ordinary resolution to raise authorised capital to INR 20 crore and amend MOA.
• Special resolution to issue 1,40,85,571 warrants on preferential basis at INR 26.41 each.
• Total raise up to INR 37.20 crore; debt repayment INR 35 crore, balance for corporate.
• Intended allottees include promoter HTL and non-promoter entities.
• Increase in authorised capital to INR 20 crore to enable equity shares on exercise.

Voting status

• Voting results were not disclosed in the filing.

Impact on shareholding

• Possible dilution on exercise of warrants; exact impact not provided.

Fund utilisation

• Proceeds to debt repayment (INR 35 crore) and general corporate purposes (INR 2.2 crore).

Management changes

• No new director appointments or removals disclosed.

Governance/financial impact

• Increase in authorised capital and preferential warrants issuance constitutes material capital restructuring.

EGM clarification and shareholding updates

• Clarification to EGM Notice following NSE observations on the proposed preferential issue.
• Post-issue shareholding pattern updated to reflect 44,10,000 RSUs under Digicontent Restricted Stock Unit Plan 2025.
• Modifications pertain to Points 9 and 12 of Item No. 2 in the EGM Notice.
• There are no other changes to issue size, price, or proposed allottees.
• Names and post-issue holdings of proposed allottees updated in Annexure A.

Meeting Details

• Board meeting scheduled for 3 August 2026; time and venue not disclosed.

Key Agenda Items

• Un-Audited Financial Results (Standalone & Consolidated) for quarter ended 30 June 2026 to be approved.

Other Notes

• Trading window for dealing in shares remains closed until 5 August 2026.

Dematerialisation/Rematerialisation Update

• Processed demat requests within 15 days of receipt; approvals and rejections communicated to depositories.
• Securities dematerialised have been listed on the stock exchanges where the existing securities are listed.
• Physical certificates were mutilated and cancelled after verification; depositories substituted as registered owner for approved requests.

Capital changes

• Increase authorised share capital from INR 13,00,00,000 to INR 20,00,00,000.
• Alter MOA capital clause to reflect updated authorised capital.
• Ordinary resolution required for the above capital changes.

Preferential warrants

• Proposes up to 1,40,85,571 warrants issued at INR 26.41 each.
• Total issue size up to INR 37,19,99,930.11.
• Warrants exercisable for one equity share; multiple tranches allowed.
• Promoter warrants have 18-month exercise period; non-promoter 12 months.
• 25% upfront payment; 75% on exercise; unexercised warrants lapse.
• Floor price fixed at INR 26.41 per warrant.
• Proposed allottees include Hindustan Times Limited and five non-promoter entities.

Shareholding impact

• Pre-issue HTL promoter holding: 66.81% (3,88,76,364 shares).
• Post-issue HTL promoter holding: 58.77% (4,24,73,486 shares).
• Pre-issue non-promoter: 33.19% (1,93,10,714 shares).
• Post-issue non-promoter: 41.23% (2,97,99,163 shares).
• Total post-issue shares: 7,22,72,649.
• No change in control anticipated.
• HTL promoter contribution: INR 9.49 crore.

Timeline & approvals

• Allotment to be completed within 15 days after shareholder approval.
• Relevant date for floor price: 8 July 2026.
• PCS certificate available on company website.

Capital change and MOA amendment

• Approved increase in authorised capital to ₹20 crore and MOA Clause V amendment (subject to member approval).

Preferential warrants issue

• Approved 1,40,85,571 warrants on a preferential basis, subject to approvals.
• Issue price ₹26.41 per warrant; aggregate value ₹₹37,19,99,930.11.
• Proposed allottees: The Hindustan Times Limited, Kiran Vyapar, Zapfin Teknologies, Peanence Commercial, Tremis Consultancy, Zafar Ahmadullah.

EGM and regulatory disclosures

• EGM scheduled for 7 August 2026 to seek approvals.
• Draft EGM notice approved; to be submitted to stock exchanges.
• Disclosures under SEBI LODR Master Circular; MOA amendments in annexures.

Meeting Details

• Meeting date: 11 July 2026 (Saturday).

Key Agenda Items

• Deliberate on issue of securities via preferential or rights issue.
• Consider equity, convertible securities, and debt issuances subject to approvals.
• Regulatory and shareholder approvals required.

Other Notes

• Trading window remains closed until 48 hours after Un-Audited Financial Results for quarter ended 30 June 2026.