Digicontent Limited Approves Grant of 15,01,000 Restricted Stock Units Under RSU Scheme 2025

Digicontent Limited's Nomination and Remuneration Committee approved the grant of 15,01,000 Restricted Stock Units (RSUs) to eligible employees under the "Digicontent Limited - Restricted Stock Unit Plan 2025" (RSU Scheme - 2025) at its meeting held on May 19, 2026. The intimation was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

RSU Grant Details

The grant covers 15,01,000 RSUs, each convertible into one fully paid-up equity share of face value of Rs. 2 per share. The exercise price for each RSU has been set at Rs. 2 per option. The scheme is compliant with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The following table summarises the key details of the RSU grant:

Parameter: Details Number of RSUs Granted: 15,01,000 Equity Shares Covered: 15,01,000 equity shares of face value Rs. 2 per share Exercise Price: Rs. 2 per option SEBI Compliance: SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 Scheme Name: Digicontent Limited - Restricted Stock Unit Plan 2025 Administered By: Nomination and Remuneration Committee

Vesting and Exercise Terms

The RSU Scheme - 2025 carries structured vesting and exercise provisions designed to govern the timeline within which eligible employees may convert their RSUs into equity shares. The significant terms of the scheme are outlined below:

Minimum Vesting Period: 1 year from the date of grant

Maximum Vesting Period: 4 years from the date of grant

Exercise Period: 7 years from the respective vesting date

Lock-in After Allotment: None

Scheme Administration: Nomination and Remuneration Committee of the Company, in accordance with the Companies Act and SEBI Regulations

Regulatory Disclosure

The disclosure was made in accordance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 issued on July 11, 2023 (last updated on January 30, 2026). The intimation was signed by Manu Chaudhary, Company Secretary (M.No.: A34640), on behalf of Digicontent Limited.

Digicontent Limited's Board of Directors, at its meeting held on May 19, 2026, approved the audited standalone and consolidated financial results for the quarter and year ended March 31, 2026, pursuant to Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The results were reviewed and recommended by the Audit Committee, and the statutory auditor, M/s S.R. Batliboi & Associates LLP, issued an unmodified audit opinion on both sets of financial statements.

Consolidated Financial Performance

At the consolidated level, the Group — comprising Digicontent Limited and its wholly-owned subsidiary HT Digital Streams Limited (HTDSL) — reported growth in revenue from operations, though profitability declined significantly due to an exceptional item. The following table summarises the consolidated financial results:

Metric: Q4 FY26 (Audited) Q3 FY26 (Un-audited) Q4 FY25 (Audited) FY26 (Audited) FY25 (Audited) Revenue from Operations (INR Lakhs): 11,835 12,814 11,452 48,873 44,285 Other Income (INR Lakhs): 85 125 224 471 733 Total Income (INR Lakhs): 11,920 12,939 11,676 49,344 45,018 Total Expenses (INR Lakhs): 11,700 12,218 10,719 47,250 41,280 EBITDA (INR Lakhs): 754 1,176 1,544 4,058 6,512 Profit Before Exceptional Items & Tax (INR Lakhs): 220 721 957 2,094 3,738 Exceptional Items (Loss) (INR Lakhs): — (1,589) — (1,589) — Profit/(Loss) Before Tax (INR Lakhs): 220 (868) 957 505 3,738 Net Profit/(Loss) After Tax (INR Lakhs): 90 (728) 622 81 2,431 Total Comprehensive Income/(Loss) (INR Lakhs): 105 (558) 631 396 2,616 Basic EPS (INR): 0.15 (1.25) 1.07 0.14 4.18 Diluted EPS (INR): 0.15 (1.25) 1.07 0.13 4.18

Consolidated revenue from operations grew to INR 48,873 Lakhs in FY26 from INR 44,285 Lakhs in FY25. However, total expenses rose to INR 47,250 Lakhs from INR 41,280 Lakhs, driven primarily by higher employee benefits expense of INR 23,314 Lakhs (FY25: INR 21,733 Lakhs) and other expenses of INR 21,972 Lakhs (FY25: INR 16,773 Lakhs). EBITDA declined to INR 4,058 Lakhs from INR 6,512 Lakhs. Consolidated net profit after tax fell to INR 81 Lakhs from INR 2,431 Lakhs in FY25, largely due to an exceptional charge of INR 1,589 Lakhs arising from the statutory impact of the four new Labour Codes notified by the Government of India on November 21, 2025. This exceptional item comprised gratuity of INR 1,446 Lakhs and long-term compensated absences of INR 143 Lakhs.

Standalone Financial Performance

On a standalone basis, Digicontent continued to report losses, primarily reflecting its holding company structure. Key standalone financials are presented below:

Metric: Q4 FY26 (Audited) Q3 FY26 (Un-audited) Q4 FY25 (Audited) FY26 (Audited) FY25 (Audited) Revenue from Operations (INR Lakhs): 29 29 29 119 129 (Loss) Before Tax (INR Lakhs): (229) (307) (319) (1,018) (1,420) (Loss) After Tax (INR Lakhs): (229) (307) (319) (1,018) (1,420) Total Comprehensive (Loss) (INR Lakhs): (232) (303) (318) (1,017) (1,418) Basic & Diluted Loss per Share (INR): (0.39) (0.53) (0.55) (1.75) (2.44)

Standalone revenue from operations remained flat at INR 119 Lakhs in FY26 compared to INR 129 Lakhs in FY25. The standalone net loss narrowed to INR 1,018 Lakhs from INR 1,420 Lakhs in the prior year. During FY26, the company received an interim dividend of INR 100 Lakhs from HTDSL, its wholly-owned subsidiary. Additionally, HTDSL carried out a buyback of 12.18 Lakhs fully paid-up equity shares of INR 10 each held by the company, representing 9.42% of HTDSL's total equity share capital (in number), at a price of INR 86.75 per equity share. HTDSL continues to be a wholly-owned subsidiary of the company.

Balance Sheet and Cash Flow Highlights

The consolidated balance sheet as at March 31, 2026 showed total assets of INR 25,270 Lakhs, up from INR 22,619 Lakhs as at March 31, 2025. Total equity stood at INR 3,693 Lakhs (FY25: INR 2,733 Lakhs). Cash and cash equivalents at the consolidated level increased to INR 981 Lakhs from INR 173 Lakhs, with net cash inflows from operating activities at INR 3,727 Lakhs for FY26 (FY25: INR 7,734 Lakhs). On a standalone basis, total assets were INR 11,789 Lakhs (FY25: INR 12,711 Lakhs) and cash and cash equivalents stood at INR 20 Lakhs (FY25: INR 22 Lakhs).

RSU Scheme and Labour Code Impact

During FY26, the company granted 24.09 Lakhs Restricted Stock Units (RSUs) to eligible employees of HTDSL under the "Digicontent Limited - Restricted Stock Unit Plan 2025" (RSU Scheme - 2025). Regarding the Labour Codes, the Group has assessed the incremental financial impact of the four Labour Codes — the Code on Wages, 2019; the Industrial Relations Code, 2020; the Code on Social Security, 2020; and the Occupational Safety, Health and Working Conditions Code, 2020 — and presented the same as an exceptional item in the consolidated financial results for FY26. The Group continues to monitor the finalisation of Central/State Rules and clarifications from the Government.

Board and Managerial Changes

The Board approved several key governance and personnel decisions at its May 19, 2026 meeting. The key changes are summarised below:

Parameter: Details Re-appointment: Mr. Lloyd Mathias (DIN: 02879668) as Non-Executive Independent Director Term: Second term of 5 consecutive years, December 01, 2026 to November 30, 2031 Subject to: Shareholder approval at the ensuing Annual General Meeting Resignation: Ms. Manu Chaudhary (M. No.: A34640), Company Secretary & Compliance Officer, effective May 31, 2026 New Appointment: Mr. Shubham Jain (M. No.: A58662) as Company Secretary & Compliance Officer, effective June 01, 2026

Mr. Lloyd Mathias is an Angel Investor and Business Strategist with over 30 years of leadership experience across technology, telecom, and consumer sectors in India and Asia-Pacific. Mr. Shubham Jain is a qualified Company Secretary, LL.B., and commerce graduate from Delhi University with over 7 years of experience in corporate governance, legal, and secretarial functions. He was previously associated with Dabur India Limited and Insecticides (India) Limited.

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