Diligent Media Corporation Ltd

Meeting Details

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

Key Agenda Items

• Approve Un-Audited Q2 and six months ended Sep 30, 2026 results for FY 2026-27, reviewed by statutory auditors.

Other Notes

• Trading window closed till November 5, 2026, 48 hours after results declaration.

Diligent Media Corporation Limited: Trading Window closed from October 01, 2026 till completion of 48 (forty-eight) hours after the declaration of the Un-audited Financial Results for the second quarter and six months ended September 30, 2026 of the Financial Year 2026-27.

AGM Details

• AGM held on 25 September 2026; hybrid mode with video conferencing.
• Record date: 18 September 2026.
• Remote e-voting window: 22–24 September 2026.
• Attendance via video conference: 7 promoters, 41 public.

Key Resolutions

• Resolution 1 (Ordinary): Adopt financial statements for year ended Mar 31, 2026.
• Resolution 2 (Ordinary): Re-appoint Mukesh Jindal as Non-Executive Non-Independent Director.

Voting Results

• Resolution 1 passed; ~99.999% in favour with minor opposition.
• Resolution 2 passed; ~99.997% in favour with minor opposition.

Director Changes

• Re-appointment of Mr. Mukesh Jindal as Non-Executive Non-Independent Director.

Auditor Matters

• Adoption of financials includes Auditors' report; no new appointment disclosed.

AGM Details

• Date and time: 25 September 2026, 12:30 PM IST, via VC/OAVM.
• Venue deemed at Mumbai Registered Office; meeting conducted through VC/OAVM.
• Remote e-voting open Sep 22–24, 2026; voting allowed at AGM.
• Meeting concluded at 01:22 PM IST.

Key Resolutions

• Ordinary: Receive, consider and adopt the Annual Audited Financial Statements for FY 2025-26.
• Ordinary: Re-appoint Mukesh Jindal as Non-Executive Non-Independent Director by rotation.

Voting Results

• All resolutions declared passed with requisite majority.

Director Changes

• Re-appointment approved: Mukesh Jindal as Non-Executive Non-Independent Director.

Appointment of Independent Woman Director

• Appointment of Ms. Aanchal David as Independent Woman Director.
• Effective from September 26, 2026 for a five-year term to September 25, 2031.
• Subject to approval of shareholders.
• Profile: senior strategic leader with over 17 years in media, education, and partnerships.
• Not related to any director.
• Not debarred by SEBI or other authorities.

Financial performance

• Revenue declined 51% YoY to ₹650.88 lakhs.
• Total income ₹706.38 lakhs; total expenses ₹942.48 lakhs; PBT ₹(236.10) lakhs.
• Tax expense ₹651.44 lakhs; net loss ₹(887.54) lakhs.
• Basic EPS ₹(0.75); net worth ₹(25,259.50) lakhs.

Geography & scale

• Geography: India ₹625.19 lakhs; Rest of World ₹25.69 lakhs; total ₹650.88.
• DNA English monthly users 3.41 million; DNA Hindi 1.56 million.
• Total website page views 127.45 million; monthly page views 10.62 million.

Capital structure & liquidity

• Paid-up equity ₹1,177.08 crore; net worth negative ₹25,259.50 lakhs.
• Long-term borrowings ₹43,626.56 lakh; net debt ₹43,590.66 lakh; gearing 237.80%.
• Dividend: no dividend declared.

Related party transactions & strategic moves

• IDPL related party arrangement: 15% of total digital revenue; 3-year term from Sep 1, 2025.
• FY26 IDPL revenue ₹519.48 lakhs; FY25 ₹79.66 lakhs.
• NCRPS reduction: ₹17,340.27 lakhs; set off against ICDs; approvals pending.
• Board approved reduction on 18 Sep 2025; remaining NCRPS ₹26,286.29 lakh.

Audit, governance & controls

• Statutory auditors MGB & Co. LLP issued a qualified opinion.
• Going concern is assessed as dependent on revenue growth and cash flow improvements.
• Secretarial audit flagged delays; fines paid; governance practices continued.

Outlook & risks

• MD&A highlights ongoing regulatory, cyber, and AI-related risks for digital media.
• Management pursuing revenue diversification and cost rationalization to restore profitability.

AGM & disclosures

• 21st AGM scheduled for 25 Sep 2026 via VC/OAVM; remote e-voting 22-24 Sep 2026.

Financial snapshot

• Total income ₹706.38 lakh; revenue from operations ₹650.88 lakh; expenses ₹942.48 lakh.
• PBT: ₹-236.10 lakh; net loss ₹-887.54 lakh; tax ₹651.44 lakh.
• Net worth at 31 Mar 2026: ₹-25,259.50 lakh.
• Dividend not declared for FY25-26.
• Revenue declined 51% YoY to ₹650.88 lakh.
• EPS: ₹-0.75 (basic and diluted).

Capital structure & liquidity

• Long-term borrowings: ₹43,626.56 lakh; NCRPS ₹43,626.56 lakh.
• Equity share capital: ₹1,177.08 lakh; total equity negative ₹25,259.50 lakh.
• Current ratio: 42.16x; debt‑to‑equity: -1.73x.
• Cash and cash equivalents: ₹35.90 lakh.
• Authorized capital: ₹16,355.00 lakh.

Audit flags & governance

• Auditor MGB & Co. LLP issued a qualified opinion; going-concern risk noted.
• Arbitration led to NCRPS reduction scheme; board approved; awaiting approvals.
• Board changes: Shilpi Asthana ceased 28 May 2025; Garima Bharadwaj appointed then resigned 5 Jun 2026.
• Independent-director sitting fees revised; governance measures updated.

Related party transactions

• Indiadotcom Digital Private Limited (IDPL) revenue share is 15%.
• FY25-26 IDPL revenue ₹519.48 lakh; period Sept 2025–Mar 2026.
• Rent paid to Zee Media Corporation Limited: ₹5.33 lakh.
• Related party policy published on company website.

Regulatory & risk factors

• Material going-concern uncertainty; requires revenue growth and cash flow improvement.
• Top 10 customers account for 100% of revenue; concentration risk noted.
• SEBI matters include Show Cause Notice; settlement application filed; material impact not expected.

Operational performance & strategy

• Digital media revenue declined due to lower traffic; focus on monetization via IDPL.
• Management plan emphasizes revenue growth, cost rationalization, and improved collections.

Management commentary & outlook

• Board-approved plan to improve liquidity and profitability in the next financial year.
• Management expects to meet obligations through cost controls and revenue initiatives.

AGM notice and access

• 21st AGM of Diligent Media to be held on Sep 25, 2026 at 12:30 PM IST via VC/OAVM.
• Cut-off for e-voting is Sep 18, 2026; e-voting runs Sep 22–24, 2026.
• Annual Report for FY 2025-26 accessible via the provided web-link and stock exchange portals.
• Shareholders without registered emails will receive the access letter; update KYC details as required.