BSECompany Update4d ago · 31 Jul 2026, 11:45 am

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Digicontent Ltd · 542685

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Digicontent Ltd clarifies the Notice of the Extra-Ordinary General Meeting (EGM) after receiving observations from National Stock Exchange of India Limited (NSE). The clarification pertains to the inclusion of details of 44,10,000 restricted stock units granted under the 'Digicontent Limited – Restricted Stock Unit Plan 2025' in the post-issue shareholding pattern. The modifications/updations pertain to the inclusion of details of 44,10,000 restricted stock units granted under the 'Digicontent Limited – Restricted Stock Unit Plan 2025' in the post-issue shareholding pattern.

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Earnings Impact5/10
Growth Catalyst2/10
Governance Concern1/10
Regulatory Risk8/10
Balance Sheet Risk3/10
Liquidity Impact6/10
Market Sentiment5/10

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Digicontent Ltd - 542685 - Clarification To The Notice Of The Extra-Ordinary General Meeting Pursuant To Observations Received From National Stock Exchange Of India Limited (NSE)

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DIGICONTENT LIMITED Registered Office: Hindustan Times House (2nd Floor) 18-20, Kasturba Gandhi Marg, New Delhi 110 001, India T: +9111 66561355 W: www.digicontent.co.in E: investor@digicontent.co.in, CIN: L74999DL2017PLC322147 31st July, 2026 BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor, Dalal Street, Plot No. C-1, Block G, Mumbai - 400 001 Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051 Scrip Code: 542685 Trading Symbol: DGCONTENT Subject: Clarification to the Notice of the Extra-Ordinary General Meeting pursuant to observations received from National Stock Exchange of India Limited (NSE) Ref: Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI LODR”) Dear Sir/Madam, This is with reference to the Notice dated 14th July, 2026, of the Extra-Ordinary General Meeting ("EGM") proposed to be held on 07th August, 2026, issued to the shareholders of Digicontent Limited ("Company") for seeking their approval for the proposed preferential issue of warrants (“Preferential Issue”). In this regard, we wish to inform you that the Company has received observations from NSE in connection with the application filed by the Company for obtaining in-principle approval from the stock exchanges for the Preferential Issue. Based on the observations received from NSE, certain disclosures contained in the Explanatory Statement forming part of the EGM Notice are being suitably modified/updated to provide additional clarity. The modifications/updations pertain to the inclusion of details of 44,10,000 restricted stock units granted under the 'Digicontent Limited – Restricted Stock Unit Plan 2025’ in the post issue shareholding pattern as set out in the following sections of the explanatory statement to Item No. 2 of the EGM Notice: 1. Point No. 9: Shareholding pattern of the Company before and after the Preferential Issue. 2. Point No. 12: Name of the proposed allottee(s) and the percentage of the post-Preferential Issue that may be held by the Proposed Allottees. Corp. office: 5th Floor, Lotus Tower, A Block, Community Centre, New Friends Colony, New Delhi-110025 Ph.: 011 - 66561234 The modified/updated details to point no. 9 & 12 of the explanatory statement to Item No. 2 of the EGM Notice are provided as Annexure A to this letter. Please note that there are no other changes in the EGM Notice and/or the Preferential Issue, including size of the issue, issue price, number of warrants proposed to be issued, objects of the issue, identity of the proposed allottees or any other material terms and conditions of the Preferential Issue as approved by the board of directors and as disclosed in the EGM Notice. You are requested to kindly take the above on your record. Thanking you, Yours faithfully, For Digicontent Limited (Shubham Jain) Company Secretary M. No.: A58662 Encl.: As above Corp. office: 5th Floor, Lotus Tower, A Block, Community Centre, New Friends Colony, New Delhi-110025 Ph.: 011 - 66561234 Annexure A Modified/updated point no. 9 of the explanatory statement to Item No. 2 of the EGM Notice, reflecting the post-issue shareholding pattern on a fully diluted basis: 9. Shareholding pattern of the Company before and after the Preferential Issue Sr. No Category Pre Issue* Post Issue** No of shares % of share No of shares % of share held holding held holding A Promoters' holding: 1 Indian: Individual - - - - Bodies Corporate 3,88,76,364 66.81 4,24,73,486 55.39 Sub Total 3,88,76,364 66.81 4,24,73,486 55.39 2 Foreign Promoters - - - - Sub Total (A) 3,88,76,364 66.81 4,24,73,486 55.39 B Non- Promoters' holding: 1 Institutional 26,369 0.05 26,369 0.03 Investors 2 Non-Institution: Private Corporate 62,05,630 10.66 1,48,00,857 19.30 Bodies Directors and - - 25,00,000 3.26 Relatives Indian Public 1,21,76,606 20.93 1,59,79,828 20.84 Others (Including 9,02,109 1.55 9,02,109 1.18 NRIs) Sub Total (B) 1,93,10,714 33.19 3,42,09,163 44.61 Grand Total 5,81,87,078 100.00 7,66,82,649 100.00 *The Pre-preferential Shareholding is prepared on the basis of latest BENPOS dated 10th July, 2026. **Assuming all the Warrants issued pursuant to this issue are exercised in order to subscribe to Equity Shares of the Company. **The post-issue shareholding structure includes potential dilutions on account of allotment of equity shares arising from the exercise of all 44,10,000 outstanding restricted stock units granted under the 'Digicontent Limited – Restricted Stock Unit Plan 2025', which may be exercised within 7 years from the date of each vesting subject to fulfilment of the conditions of grant and vesting. **The post-issue shareholding percentages of the Proposed Allottees mentioned above may stand altered on account of any corporate action undertaken by the Company in the interim or any other issuance, conversion or exercise of securities, if any, in accordance with the applicable laws. Corp. office: 5th Floor, Lotus Tower, A Block, Community Centre, New Friends Colony, New Delhi-110025 Ph.: 011 - 66561234 Modified/updated point no. 12 of the explanatory statement to Item No. 2 of the EGM Notice: 12. Name of the proposed allottee(s) and the percentage of the post-Preferential Issue that may be held by the Proposed Allottees: Sr. Name of the Category Pre issue shareholding Post issue No Proposed of the Proposed shareholding of the Allottee(s) Allottee(s) Proposed Allottee(s)* No. of shares % No. of % shares 1 The Hindustan Promoter 3,88,76,364# 66.81% 4,24,73,486 55.39% Times Limited 2 Kiran Vyapar Non-promoter 0 Nil 35,97,122 4.69% Limited 3 Zapfin Teknologies Non-promoter 0 Nil 7,57,288 0.99% Private Limited 4 Peanence Non-promoter 0 Nil 6,43,695 0.84% Commercial Private Limited 5 Tremis Consultancy Non-promoter 0 Nil 35,97,122 4.69% 6 Zafar Ahmadullah Non-promoter 0 Nil 18,93,222 2.47% * The post-preferential issue percentage of shareholding of the Proposed Allottees has been computed assuming that all the Warrants proposed to be issued pursuant to the Preferential Issue are exercised and converted into Equity Shares of the Company and after considering the potential dilution that may arise from the exercise of all 44,10,000 outstanding restricted stock units granted under the 'Digicontent Limited – Restricted Stock Unit Plan 2025'. # Includes Equity Shares held jointly with nominee shareholder(s) on behalf of The Hindustan Times Limited. Corp. office: 5th Floor, Lotus Tower, A Block, Community Centre, New Friends Colony, New Delhi-110025 Ph.: 011 - 66561234