Dear Members,
Your Directors are pleased to present their Ninth Board Report together with the Audited Financial Statements (Standalone & Consolidated) for the financial year ended on March 31, 2026.
Your Companys performance during the financial year ended on March 31, 2026, along with previous years figures is summarized below:
| Particulars | Standalone 2025-26 | Standalone 2024-25 | Consolidated 2025-26 | Consolidated 2024-25 |
| Total Income | 305 | 248 | 49,344 | 45,018 |
| Earnings/(Loss) before interest, tax, depreciation and amortization (EBITDA) from continuing operations | (46) | (107) | 4,058 | 6,512 |
| Add: Exceptional Item | (1) | (1589) | ||
| Less: Depreciation | - | 78 | 51 | 1,102 |
| Less: Finance cost | 971 | 1,313 | 1,179 | 1,672 |
| Profit/(Loss) before tax from continuing operations | (1,018) | (1,420) | 505 | 3,738 |
| Less: Tax Expense | ||||
| -Current tax | - | 1,296 | 1,514 | |
| Deferred tax charge/(credit) | - | (872) | (207) | |
| Total tax expense | - | 424 | 1,307 | |
| Profit/(Loss) for the year from continuing operations | (1,018) | (1,420) | 81 | 2,431 |
| Add: Other Comprehensive Income (net of tax) | - | 8 | 12,431 | |
| Items that will not be reclassified to Profit/(Loss) | 1 | 3 | 15 | 185 |
| Items that will be reclassified to Profit/(Loss) | - | - | - | - |
| Total Comprehensive Income/(Loss) for the year (net of tax) | (1,017) | (1,418) | 396 | 2,616 |
| Opening balance in Retained Earnings | (9,083) | (7,666) | (5,376) | (7,993) |
| Add: Profit/(Loss) for the year | (1,018) | (1,420) | 81 | 2,431 |
| Add: Items of other Comprehensive Income recognized directly in Retained Earnings | - | - | - | - |
| Re-measurements of post-employment benefit obligation (net of tax) | 2 | 3 | 316 | 186 |
| Total Retained Earnings | (10,099) | (9,083) | (4,979) | (5,376) |
Your directors have not recommended any dividend on the Equity Shares of the Company for the financial year ended on March 31, 2026.
A detailed analysis and insight into the financial performance & operations of your Company for the year under review and future outlook is appearing under the Management Discussion and Analysis Report, which forms part of the Annual Report.
Your Company has an established risk management framework to identify, evaluate and mitigate business risks. The identified risks and appropriateness of managements response to significant risks are reviewed periodically by the Audit Committee. A detailed statement indicating development and implementation of a Risk
Management policy for the Company, including identification of various elements of risk, is appearing in the Management Discussion and Analysis Report.
The authorised share capital of the Company as on March 31, 2025 was 12,00,00,000/- (Rupees Twelve Crores only) divided into 6,00,00,000 (Six Crore) Equity Shares of 2/- each. During the year under review, the authorised share capital of the Company was increased to 13,00,00,000/- (Rupees Thirteen Crores only) divided into 6,50,00,000 (Six Crore Fifty Lakh) Equity Shares of 2/- each, pursuant to the resolution passed by the members at the Annual General Meeting (AGM) of the Company held on September 23, 2025.
The paid-up share capital of the Company as on March 31, 2026 stood at 11,63,74,156/- (Rupees Eleven Crores Sixty Three Lakhs Seventy Four Thousand One Hundred and Fifty Six only) divided into 5,81,87,078 (Five Crore Eighty One Lakh Eighty Seven Thousand and Seventy Eight) Equity Shares of 2/- each.
Subsequent to the close of the financial year, the Board of Directors, at its meeting held on July 11, 2026 approved, subject to the approval of the members of the Company in the ensuing Extra-Ordinary General Meeting scheduled to be held on Friday, August 07, 2026 (EGM) and receipt of such other statutory/ regulatory approvals as may be required, the issuance of 1,40,85,571 (One Crore Forty Lakh Eighty Five Thousand Five Hundred and Seventy One) warrants on a preferential issue basis. Each warrant carries a right, exercisable by the warrant holder, to subscribe to 1 (one) fully paid-up Equity Shares of the Company of face value of 2/- (Indian Rupees Two only) each, at an issue price of 26.41/- (Indian Rupees Twenty Six and Forty One Paise only) per warrant, aggregating up to 2 372.00 crores (Rupees Thirty Seven Crores Twenty Lakhs only), in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder, Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (ICDR Regulations), and other applicable laws (Preferential Issue).
Further, in order to facilitate the issuance of Equity Shares upon exercise of the warrants issued pursuant to the Preferential Issue, the Board of Directors, at its meeting held on July 11, 2026 approved, subject to the approval of the members of the Company in the ensuing Extra-Ordinary General Meeting of the Company in the ensuing Extra-Ordinary General Meeting of the Company in the ensuing Extra-Ordinary General Meeting of the Company in the ensuing Extra-Ordinary Annual General Meeting of the Company in the ensuing Extra-Ordinary Annual General Meeting of the Company in the following terms: 13,00,00,000/- (Indian Rupees Thirteen Crores 2/- (Indian Rupees Two only) each, at 20,00,00,000/- (Indian Rupees Twenty Crores only) divided into 10,00,00,000 (Ten Crore) Equity Shares of 2/- (Indian Rupees Two only) each, along with consequent amendment to the Memorandum of Association of the Company.
During the year under review and as at the end of the reporting period, your Company has one wholly-owned material subsidiary company namely, HT Digital Streams Limited (HTDSL). Your Company does not have any associate or joint venture company within the meaning of Section 2(6) of the Companies Act, 2013 (the Act), during the year under review.
In terms of the applicable provisions of Section 136 of the Act, Financial Statements of HTDSL for the financial year ended on March 31, 2026 are available on the Companys website viz. https://www.digicontent.co.in/?page_id=1103
A report on the performance and financial position of HTDSL in the prescribed Form AOC-1, is annexed to the Consolidated Financial Statements of the Company and hence, not reproduced here. The Policy for determining Material Subsidiary(ies) is available on the Companys website viz. https://www.digicontent.co.in/wp-content/uploads/2019/07/Policy-for-determining-Material-Subsidiary.pdf#toolbar=0
The contribution of HTDSL to the overall performance of your Company is outlined in Note no. 36 of the Consolidated Financial Statements of the Company for the financial year ended March 31, 2026.
No subsidiary, associate or joint venture has been acquired /ceased/ sold/ liquidated during the financial year ended on March 31, 2026.
The Companys equity shares are compulsorily tradeable in electronic form. As on March 31, 2026, 99.999% of the Companys total paid-up capital representing 5,81,86,723 equity shares are in dematerialized form.
In accordance with the provisions of the Act, Mr. Sandeep Rao (DIN: 08711910) retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. Your Directors commends the re-appointment of Mr. Sandeep Rao, for approval of the Members, at the ensuing AGM.
On the recommendation of Nomination & Remuneration Committee, the Board of Directors commends re-appointment of Mr. Lloyd Mathias (DIN: 02879668) as an Independent Director, not liable to retire by rotation, for the second term of 5 (five) years with effect from 1st December 2026 till 30th November, 2031, for approval of the members, at the ensuing AGM.
The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General Meetings (SS-2) with respect to proposed re-appointment of Director(s) are given in the Notice of ensuing AGM, forming part of this Annual Report.
The Independent Directors of the Company have confirmed that they:
a) meet the criteria of independence as prescribed under the Act and SEBI Listing Regulations; b) abide by the code of Independent Directors as provided in the Schedule IV of the Act; and c) have registered themselves with the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs.
In the opinion of the Board, there has been no change in the circumstances which may affect the status of an Independent Directors of the Company and also, they hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as an Independent Directors.
All the Directors have confirmed adherence to the Companys
149(1) of the Companies Act, 2013, your Company has appointed a Woman Independent Director on its Board.
Ms. Manu Chaudhary served as the Company Secretary and Compliance Officer of the Company during the financial year under review.
Subsequent to the close of the financial year, Ms. Manu Chaudhary resigned from the position of Company Secretary and Compliance Officer of the Company from the close of business hours of May 31, 2026. Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Shubham Jain as the Company Secretary and Compliance Officer of the Company with effect from June 01, 2026.
In line with the requirements of the Act and SEBI Listing Regulations, the Board undertook a formal annual evaluation of its own performance and that of its Committees, Directors (including Independent Directors) & the Chairman.
Nomination & Remuneration Committee framed questionnaires for evaluation of performance of the Board as a whole, Board Committees, Directors (including Independent Directors) and the Chairman.
The Directors were evaluated on various parameters such as, value addition to discussions, level of preparedness, willingness to appreciate the views of fellow directors, commitment to processes which include risk management, compliance and control, commitment to all stakeholders (shareholders, employees, vendors, customers etc.), familiarization with relevant aspects of companys business / activities amongst other matters. Similarly, the Board as a whole was evaluated on parameters which included its composition, strategic direction, focus on governance, risk management and financial controls.
A summary report of the feedback of Directors on the questionnaire(s) was considered by the Independent Directors, Nomination & Remuneration Committee and Board of Directors meetings respectively. On the basis of outcome of evaluation questionnaire and discussion of the Board, the performance of the Board as a whole, Board committees, Directors (including Independent Directors) and the Chairman have been assessed as satisfactory.
A separate meeting of Independent Directors was also held to review:
M/s S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W/E300004) were appointed as Statutory Auditor of the company, for a term of 5 (five) consecutive years, at the AGM held on September 23, 2024.
The Statutory Auditor report on Annual Financial Statements (Standalone and Consolidated) for the financial year ended on March 31, 2026, does not contain any qualification, reservation, adverse remark or disclaimer.
During the period under review, the members accorded approval to the appointment of Ms. Malavika Bansal, Practicing Company Secretary, (C.P. No. 9159) as Secretarial Auditor, for a term of 5 (five) consecutive years at the AGM held on September 23, 2025.
The Secretarial Audit Report of the Company for FY-26 is annexed herewith as Annexure - A and it does not contain any qualification, reservation, adverse remark or disclaimer.
Further, Secretarial Audit of the material unlisted subsidiary Company viz. HT Digital Streams Limited for the financial year ended March 31, 2026, as required under Regulation 24A of SEBI Listing Regulations, has been conducted by Mr. N.C. Khanna, Practicing Company Secretary (C.P. No. 5143). The said Secretarial Audit Report is annexed herewith as Annexure - B and it does not contain any qualification, reservation, adverse remark or disclaimer.
All contracts/ arrangements/ transactions entered into by the Company with related parties during the year under review, were in ordinary course of business of the Company and on arms length terms. The related party transactions were placed before the Audit Committee for review and/or approval. During the year, the Company did not enter into any contracts/ arrangements/ transactions with related party, which could be considered material in accordance with the Companys Policy on Materiality of and dealing with Related Party Transactions and accordingly, the disclosure of related party transactions in Form AOC-2 is not applicable.
The aforesaid policy is available on the Companys website viz. https://www.digicontent.co.in/wp-content/uploads/2025/10/DCL-RPT-Policy.pdf Reference of Members are invited to Note no. 30 and 30A of the Standalone Financial Statements, which set out the related party disclosures as per IND AS-24.
Pursuant to Section 134(5) of the Act, your Directors state that:
i. in the preparation of the annual accounts for the financial year ended on March 31, 2026, the applicable accounting standards have been followed and there are no material departures;
ii. such accounting policies have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2026 and of the loss of the Company for the year ended on March 31, 2026;
iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the annual accounts have been prepared on a going concern basis;
v. proper internal financial controls were in place and that such internal financial controls were adequate and operating effectively; and
vi. systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Borrowings and Debt Servicing: During the year under review, your Company has met all its obligations towards repayment of principal and interest on loans availed.
Particulars of investment made and loans/guarantee/ security given: The details of investments made and loans/ guarantees/security given, as applicable, are given in note no. 5 and 6 of the Standalone Financial Statements.
Board Meetings: A yearly calendar of Board meetings is prepared and circulated in advance to the Directors. During the financial year ended March 31, 2026, the Board met five times on May 16, 2025, May 26, 2025, July 25, 2025, November 04, 2025 and January 28, 2026, for further details regarding these meetings, members may please refer the Report on Corporate Governance which forms part of the Annual Report.
Committees of the Board: During the year under review, there were four standing Committees of the Board of Directors viz. Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee and Banking & Finance Committee which have been constituted in accordance with the applicable provisions of the Act and SEBI Listing Regulations. During the year under review, recommendations of these Committees, if any, were accepted by the Board of Directors. For further details on the composition of the committees and meetings held during the year, the members may please refer the Report on Corporate Governance which forms part of the Annual Report.
Remuneration Policy: The Remuneration Policy of the Company on appointment and remuneration of Directors, Key Managerial Personnel (KMPs) & Senior Management, as prescribed under Section 178(3) of the Act and SEBI Listing Regulations, is available on the Companys website viz. https://www.digicontent.co.in/wp-content/uploads/2019/08/Remuneration-Policy.pdf
The Remuneration Policy includes, inter-alia, criteria for appointment of Directors, KMPs, Senior Management Personnel and other employees, their remuneration structure and disclosures in relation thereto. There was no change in the Remuneration Policy during the year under review.
Vigil Mechanism: The Vigil Mechanism, as envisaged in the Act & rules made thereunder and SEBI Listing Regulations, is addressed in the Companys Whistle Blower Policy. In terms of the Policy, directors/employees/stakeholders of the Company may report concerns about unethical behaviour, actual or suspected fraud or any violation of the Companys Code of Conduct and any incident of leak or suspected leak of Unpublished Price Sensitive Information (UPSI). The Policy provides for adequate safeguards against victimization of the Whistle Blower. The Policy is available on the Companys website viz. https://www.digicontent.co.in/wpcontent/uploads/2025/04/dcl-whistle-blower-policy-2024-25.pdf
Particulars of employees and related disclosures: In accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, details of employees remuneration forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report, excluding the aforesaid information, is being sent to the members of the Company. Any member interested in obtaining such information may address their email to investor@digicontent.co.in
Disclosures under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure - C.
Annual Return: In terms of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return MGT 7 - https://www.digicontent.co.in/wp-content/uploads/2026/08/DCL-Annual-Return-MGT-7-2026.pdf
The Company is in the business of Entertainment and Digital Innovation, which does not involve any manufacturing process. Accordingly, most of the information required under Section 134(3) (m) of the Act is not applicable. However, the information, as applicable, is outlined as under:
Replacement of conventional lighting system with LED lighting.
During the year under review, the Company has not invested in any specific technology apart from the normal end user devices. Also, the Company takes adequate measures at the time of disposing of the device(s) at the end of the life of the particular asset.
Foreign Exchange earned in terms of actual inflows during the year: Nil
Foreign Exchange outgo in terms of actual outflows during the year: 9,80,148/-
Your directors state that the Secretarial Standards (i.e., SS-1 and SS-2), relating to Meetings of the Board of Directors and General Meetings, have been followed by the Company.
The report on Corporate Governance in terms of SEBI Listing Regulations, forms part of this Annual Report. The certificate dated August 03, 2026 issued by Ms. Malavika Bansal, Practicing Company Secretary, is annexed herewith as Annexure - D.
Your Company, has in place, adequate internal financial controls with reference to the financial statements, which helps in periodically reviewing the effectiveness of controls laid down across all critical processes. The Company has also in place Internal control system which is supplemented by an extensive program of internal audits and their review by the management. The in-house internal audit function, supported by professional external audit firms, conduct comprehensive risk focused audits and evaluates the effectiveness of the internal control structure across locations and functions on a regular basis. The Company also has an online Compliance Management tool with a centralized repository to cater to its statutory compliance requirements.
Your Company, on the recommendation of the Nomination and Remuneration Committee (NRC), formulated a Restricted Stock Unit Plan, namely Digicontent Limited - Restricted Stock Unit Plan 2025 (RSU 2025), after obtaining the approval of the Members of the Company through Postal Ballot on February 24, 2025. The Plan has been introduced with the objective of attracting, retaining, rewarding and motivating eligible employees and aligning their interests with the long-term growth and performance of the Company.
Pursuant to the approval of the Members, the Company initially created a pool of 29,09,353 Restricted Stock Units (RSUs) under RSU 2025. During the financial year under review, grants were made out of the said pool in accordance with the terms of the Plan and applicable regulatory requirements.
Further, at the Annual General Meeting held on September 23, 2025, the Members approved an increase in the RSU pool under RSU 2025 from 29,09,353 RSUs to 55,49,353 RSUs, thereby increasing the number of RSUs available for grant to eligible employees under the Plan.
During the year, the Members of the Company, through Postal Ballot on May 5, 2025 also approved the grant of RSUs to eligible employees(s), which exceeded one percent of the issued share capital of the Company as on the date of grant, in accordance with the applicable provisions of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB & SE Regulations).
The RSU 2025 of the Company is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB & SE Regulations). A Certificate from Ms. Malavika Bansal Practicing Company Secretary of the Company, certifying that the Companys above-mentioned Scheme and Plan have been implemented in accordance with the SBEB & SE Regulations and the resolution passed by the Members, would be made available for inspection by the Members through electronic mode at the ensuing AGM.
The disclosures required under SBEB & SE Regulations for the financial year ended March 31, 2026, have been placed on the Companys website and are available at the following web link: https://www.digicontent.com/in/wp-content/uploads/2026/08/RSU-Board-Report-2026-disckl.pdf
During the period under review the company has granted 24,09,000 RSUs to the eligible employees. For further details please refer to Note no. 40 of the Standalone Financial Statements. Subsequent to the close of the financial year, on May 19, 2026, the Company has further granted 15,01,000 RSUs to eligible employees(s) under RSU 2025.
Your directors state that during the year under review:
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and Rules framed thereunder. Internal Committee (IC) is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. The Companys policy in this regard, is available on the employees intranet. The Company conducts regular classroom training sessions for employees and members of IC and has also rolled-out an online module for employees to increase awareness. No instance or complaint was reported to IC during the year under review.
The Company is in compliance with the provisions of the Maternity Benefit Act, 1961.
Your directors place on records their sincere appreciation for the co-operation extended by all stakeholders, including government authorities, shareholders, investors, customers, banks, vendors and suppliers.
Your directors also place on record their deep appreciation of the committed services of the executives and employees of the Company.
For and on behalf of the Board Priyavart Bhartia (Chairman) DIN: 00020603
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