Digicontent Limited — AGM Information 2024

Sep 23, 2024

Registered Office: Hindustan Times House (2nd Floor) 18-20, Kasturba Gandhi Marg, New Delhi 110 001, India T : +9111 66561355

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DIGICONTENT LIMITED

W: www.digicontent.co.in E: investor@digicontent.co.in

CIN: L74999DL2017PLC322147

23[rd] September, 2024

BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, 5[th] 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

Sub: Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, ' ' – 2015 ( SEBI Listing Regulations ) Summary of Proceedings of 7[th] Annual General Meeting of the Company

Dear Sir/Madam,

This is to inform that the 7[th] Annual General Meeting (‘AGM’) of the Members of the Company was held today i.e. Monday, 23[rd] September, 2024 at 11.00 A.M. (IST) through Video Conferencing (‘VC’)/ Other Audio-Visual Means (‘OAVM’) in accordance with the applicable provisions of the Companies Act, 2013, Circular(s) issued by the Ministry of Corporate Affairs, and the SEBI Listing Regulations, to transact the businesses as set forth in the Notice dated 21[st] August, 2024 convening the AGM.

In the above connection, please find enclosed herewith the summary of proceedings of the said AGM in due compliance of Regulation 30 of the SEBI Listing Regulations.

This is for your information and record

Thanking you,

Yours faithfully,

For Digicontent Limited

Arjit Digitally signed by Arjit Gupta Date: 2024.09.23 12:25:54 +05'30' Gupta (Arjit Gupta)

Company Secretary

Encl.: As above

Corp. office: 5th Floor, Lotus Tower, A Block, Community Centre, New Friends Colony, New Delhi-110025 Ph.: 011 – 66561234

DIGICONTENT LIMITED

Summary of the proceedings of the 7[th] Annual General Meeting

The 7[th] Annual General Meeting ('AGM ' or ' Meeting') of the Members of the Company was held today i.e. Monday, the 23[rd] September, 2024, through Video Conferencing ('VC')/Other Audio-Visual Means ('OAVM'), in accordance with the provisions of Companies Act, 2013 ('Act'), Circular(s) issued by Ministry of Corporate Affairs ('MCA') and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'), from time to time, in this regard. The AGM commenced at 11:00 AM (IST) and concluded at 11:44 AM (IST) (including time allowed for e-voting after the conclusion of the meeting) . 165 Members attended the AGM through VC.

Directors present:

1. Mr. Praveen Someshwar, Chairman of the Meeting and Non-Executive Director

2. Mr. Mannu Bhatia, Independent Director and Chairman of Audit Committee

3. Ms. Suchitra Rajendra, Independent Director, Chairperson of Nomination & Remuneration Committee and Stakeholders' Relationship Committee

4. Mr. Lloyd Mathias, Independent Director

In attendance:

1. Mr. Puneet Jain, Chief Executive Officer

2. Mr. Ajay S. Nair, Chief Financial Officer

3. Mr. Arjit Gupta, Company Secretary

4. Mr. Piyush Gupta , Group Chief Financial Officer, HT Media Limited (fellow subsidiary Company)

5. Mr. Amit Virmani, Representative of M/s. S.R. Batliboi & Associates LLP (Statutory Auditor)

6. Ms. Malavika Bansal, Practicing Company Secretaries (Secretarial Auditor)

7. Mr. Sanket Jain, Practicing Company Secretary (Scrutinizer)

Gist of proceedings:

Mr. Arjit Gupta, Company Secretary, welcomed the Members to the Meeting. He apprised the Members that in accordance with the provisions of the Act & Rules made thereunder, the Company has extended to its Members the facility to exercise their right to vote for transacting the business as set forth in the Notice of the AGM, through remote e-voting facility and e-voting at the AGM, i.e. venue voting. He stated that remote e-voting facility commenced at 9.00 a.m. on 19[th] September, 2024 and concluded at 5.00 p.m. on 22[nd] September, 2024. Members who could not cast their vote through remote e-voting could vote at the AGM. Further, the Members were informed that Mr. Sanket Jain, Practicing Company Secretary was appointed as the Scrutinizer to scrutinize the voting process. He also mentioned that the "Register of Directors & Key Managerial Personnel and their shareholding” and the "Register of Contracts and Arrangements in which Directors are interested" were available for inspection by Members electronically.

Mr. Priyavrat Bhartia, Chairman, was unable to attend the meeting. In his absence the Board of Directors had appointed Mr. Praveen Someshwar as the Chairman of the Meeting. Mr. Someshwar took the Chair and stated that necessary steps were taken as required by law to enable the Members to participate and vote on all the items of agenda set forth in the notice convening the AGM. The Chairman welcomed the Members and on requisite quorum being present, called the Meeting to order.

The Directors and Key Managerial Personnel of the Company were present at the Meeting through VC from their respective locations.

The Chairman then introduced the Directors and other members to the Shareholders attending the AGM and mentioned that Mr. Priyavrat Bhartia and Mr. Samudra Bhattacharya, Directors could not attend the Meeting.

The Company Secretary informed the Members that since the Annual Report containing the Board's Report, Financial Statements and other reports, along with notice of this meeting were already circulated to the Members at their registered email address, the same were taken as read. Also, there was no qualification or observation or any adverse remark or disclaimer in the Auditor's Report and Secretarial Auditor's Report, thus, the same were not required to be read at the Meeting.

Items of business:

In terms of the Notice dated 21[st] August, 2024 convening the 7[th] AGM of the Company, the following business was transacted at the Meeting through remote e-voting and venue voting:

Item No.	Resolutions	Nature of Resolution
Ordinary Resolutions
1.	Consideration and Adoption of: a) the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2024 together with the Reports of the Board of Directors and Auditors thereon; and b) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2024 together with the Report of the Auditors thereon.	Ordinary
2.	Appointment of Mr. Praveen Someshwar (DIN:01802656) as a Director, who retires by rotation, and being eligible, offers himself for re-appointment.	Ordinary
3.	Appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W/E300004) as Statutory Auditor of the Company and to fix their remuneration.	Ordinary

4.	Appointment of Mr. Sandeep Rao (DIN: 08711910) as a Non-Executive Director, liable to retire by rotation.	Ordinary
5.	Approval of material Related Party Transactions between HT Digital Streams Limited (wholly-owned subsidiary Company) and HT Media Limited (fellow subsidiary company) for the Financial Year 2024-25, 2025-26, 2026-27 and 2027-28.	Ordinary
6.	Approval of material Related Party Transactions between HT Digital Streams Limited (wholly-owned subsidiary Company) and Hindustan Media Ventures Limited (fellow subsidiary company) for the Financial Year 2024-25, 2025-26, 2026-27 and 2027-28.	Ordinary

Members who attended the Meeting were given an opportunity to ask questions and seek clarification(s). The CEO and CFO appropriately responded to the questions raised by the Members.

Chairman announced that all items of the business set forth in the notice convening the meeting have been considered and e-voting at the meeting will be available for next 15 minutes and thereafter, the meeting will be concluded. He also stated that the results of voting shall be declared within the time prescribed and will be uploaded on the Company's website. The result shall be simultaneously intimated to the Stock Exchanges viz. BSE Limited and National Stock Exchange of India Limited & Depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited.

The Company Secretary proposed a vote of thanks to the Chair and requested the Members to proceed with e-voting.

The e-voting facility was kept open for the next 15 minutes to enable the Members to cast their vote. Upon completion of the e-voting process, the Meeting was closed.

We hereby request you to take the above information on record.

For Digicontent Limited

Digitally signed Arjit by Arjit Gupta Date: 2024.09.23 Gupta 12:26:24 +05'30'

(Arjit Gupta) Company Secretary

Place: New Delhi Date: 23[rd] September, 2024

Note: The above document-does not constitute Minutes of the proceedings of the Annual General Meeting.