Digidrive Distributors Ltd

Digidrive Distributors Limited — Closure of Trading Window from October 01, 2026 till the expiry of 48 hours after the declaration of Unaudited Financial Results for the quarter ending September 30, 2026 (FY 2026-27).

AGM details

• Date, time and mode: 16 Sep 2026, 3:00–3:24 PM IST, VC/OAVM.
• Remote e-voting: Sep 13–15, 2026.
• Attendance: 54 members; 3 via authorized representatives.
• Auditors’ report had no qualifications or adverse remarks.

Key resolutions

• Adoption of Audited Financial Statements (standalone & consolidated) and reports. Ordinary.
• Re-appointment of Alok Kalani by rotation as Director.
• Approval of material related party transaction with Saregama India Limited.

Voting results

• Resolution 1 passed with overwhelming in-favour.
• Resolution 2 passed with overwhelming in-favour.
• Resolution 3 passed with high in-favour; small opposition.

Material related party transactions

• Counterparty: Saregama India Limited; Nature: related party transaction.
• Value: not disclosed in the filing.

Director changes

• Re-appointment of Mr. Alok Kalani as Director.

Financial highlights

• Standalone revenue from operations: 2,749.66 Lakhs; down from 2,784.17.
• Total income (Standalone): 3,762.00 Lakhs; up from 3,580.15.
• EBITDA (Standalone): 901.00 Lakhs; margin 33%.
• PAT (Standalone): 664.36 Lakhs; margin 24%.
• Consolidated revenue: 4,614.79 Lakhs; total income 5,678.20.
• Consolidated PAT: 537.96 Lakhs.
• Dividend not declared for FY2025-26.
• Net debt: negative Rs 195.95 Lakhs; debt-free.
• Current ratio: 6.21x; liquidity favorable.
• OMNPL is a material subsidiary; 100% owned.

Operations and segments

• Two reportable segments: Trading and Publication.
• External revenue: Trading 2,749.66; Publication 1,865.13; total 4,614.79 (FY25-26).
• 2024-25 external revenue: 2,784.17 (Trading) and 2,194.29 (Publication).
• Major customers exceed 10% of revenue; two customers contributed Rs 2,419.11.
• Carvaan lineup includes Digital Audio Player, Music Bar, Mini, Mobile.
• Domestic revenue dominates; international contributions minimal.
• Carvaan library: 250 to 5,000 evergreen songs; multi-language.

Dividends and capital allocation

• Dividend declared for FY2025-26: none.
• Dividend Distribution Policy available on company website.
• Demerger completed: Saregama E-commerce Distribution and OMNPL moved to Digidrive.
• Demerger gain recorded: Rs 3,560.66 Lakhs; adjusted to Capital Reserve.
• Strategic emphasis on governance-led capital allocation.

Capital structure and liquidity

• Company remains debt-free; net debt to equity nil.
• Net debt: -195.95 Lakhs; cash & cash equivalents 283.25 Lakhs.
• Other bank balances: 253.00 Lakhs; total liquidity comfortably funded.
• Equity share capital unchanged at 3,856.19 Lakhs; holding 54.04% by CSPL.
• No borrowings; risk profile favorable given liquidity.

Related party transactions

• Material RPT with Saregama India Limited; purchases, rent, other charges.
• Aggregate cap: Rs 100 Crore per financial year (FY2026-31).
• FY2025-26 value with Saregama: Rs 2716.15 Lakhs; purchases Rs 2660.73 Lakhs.
• Other related parties include RPSG Resources (royalty) and Tinnevelly Tuticorin (rental).
• Remuneration to KMP and sitting fees disclosed; arms-length and ordinary course.

Subsidiaries and governance

• Open Media Network Private Limited (OMNPL) is a material, wholly owned subsidiary.
• Saregama is a fellow subsidiary; disclosed as related party.
• Board: six directors; independent board with four meetings in FY26.
• Audit Committee, Nomination & Remuneration Committee, Stakeholders' Relationship and Risk Management Committee in place.
• Statutory auditors: Vidya & Co; Secretarial: Kamana Goenka; no qualifications.

Outlook and strategic focus

• Optimistic about India’s expanding digital economy; opportunities in omnichannel and platform-enabled retail.
• Focus on expanding Carvaan distribution; scale through technology-driven efficiencies.
• Invest in AI, automation, and analytics to improve customer experience and operations.
• Target Tier II/III markets; build scalable platforms aligned to digital commerce evolution.

Consolidated results

• Revenue from operations Rs 1,024 lakhs; Total Income Rs 1,051 lakhs.
• PAT after tax Rs 27 lakhs; EPS Rs 0.07.
• Segments: Trading Rs 543L, Publication Rs 481L, Investment Rs 0.
• Profit before tax Rs 36 lakhs; Tax Rs 9 lakhs.
• Audit: Limited Review unmodified.
• Period: Quarter ended 30 June 2026; results approved Aug 12, 2026.
• Subsidiary: Open Media Network Private Limited included in consolidation.

Standalone results

• Standalone total income Rs 569 lakhs; total expenses Rs 596 lakhs.
• Standalone PBT Rs -27 lakhs; PAT Rs -36 lakhs.
• EPS Rs -0.10.
• Board approved standalone results on Aug 12, 2026; Limited Review by Vidya & Co.
• Labour Codes impact: Rs 4 lakh exceptional item in standalone year ended 31 Mar 2026.
• Open Media Network Private Limited is a subsidiary.
• Labour Codes impact: Rs 66 lakh (quarter) and Rs 70 lakh (year) as consolidated exceptional items.
• Audit: Vidya & Co issued unmodified opinions.

Meeting Details

• Date: August 12, 2026; time and venue not disclosed.

Key Agenda Items

• Consider and approve unaudited standalone and consolidated results for quarter ended June 30, 2026 (FY 2026-27).

Dematerialisation status

• No dematerialisation/rematerialisation requests were received during the period.
• All securities are held in dematerialised form.